Benefito India Private Limited, a company incorporated under Companies Act, 1956 and having its registered office at A-104, Samruddhi Swapnshilp, Swami Samarthnagar, Katraj-Kondhwa Rd, Pune-411046 here in after referred to as "the Advertising Agency" And here in after referred to as "Publisher or Client"
Agency appoints publisher as Agency’s advertising partner for in connection with the services of agency described in RO/IO, shared on campaign basis, for a term (“Term”) as hereinafter provided.
2. Scope of Advertising Services
Publisher will provide Agency with the advertising services provided in RO/IO. Should Agency request Publisher to perform additional services beyond what is provided in RO/IO, Agency and Publisher will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services. Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement.
Agency shall either directly or through affiliates, solicit or sell marketing messages to be placed into the Publisher website from third parties in the form of some or all of the following as determined by Agency and Publisher ("Advertising"):
All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Publisher are the property of the Agency provided: (1) such Work Product is accepted in writing by the Agency within twelve (12) months of being proposed by publisher; and (2) Agency pays all fees and costs associated with creating and, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain Publisher’s property.
Notwithstanding the foregoing, it is understood that Publisher may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Agency agrees that it remains bound by the terms of such licenses. Publisher will keep Agency informed of any such limitations.
The term of this Agreement shall commence on the execution date and shall continue till terminated by either party or by mutual consent.
Fees payable under this Agreement (IO/RO) will be inclusive of applicable Taxes and levies as per Government of India only, it excludes bank charges and other similar levies and expenses related to publisher in connection to the applicable agreement.
6. Confidentiality and Safeguard of Property
Agency and Publisher respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, publisher, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Agency and Publisher will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Agency nor Publisher will be responsible for any loss or damage.
Publisher agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon material prepared by Publisher, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Publisher to Agency.
Agency agrees to indemnify and hold Publisher harmless with respect to any claims or actions by third parties against Publisher based upon materials furnished by Agency or where material created by Publisher is substantially changed by Agency. Information or data obtained by Publisher from Agency to substantiate claims made in advertising shall be deemed to be “materials furnished by Agency.” Agency further agrees to indemnify and hold Publisher harmless with respect to any death or personal injury claims or actions arising from the use of Agency’s products or services.
8. Commitments to Third Parties
All purchases of media, production costs, and engagement of talent will be subject to Agency’s prior approval. Agency reserves the right to cancel any such authorization, whereupon Publisher will take all appropriate steps to effect such cancellation, provided that Agency will hold Publisher harmless with respect to any costs incurred by Publisher as a result.
If at any time Publisher obtains a discount or rebate from any supplier in connection with Publisher’s rendition of services to Agency, Publisher will credit Agency or remit to Agency such discount or rebate.
For all media purchased by Publisher on Agency’s behalf, Agency agrees that Publisher shall be held solely liable for payments only to the extent proceeds have cleared from Agency to Publisher for such media purchase; otherwise, Agency agrees to be solely liable to media (“Sequential Liability”). Publisher will use its best efforts to obtain agreement by media to Sequential Liability.
9. Fraud or Cheating traffic
Publisher will not, and shall not authorize any party to generate automated, fraudulent or otherwise invalid impressions, clicks or installs. If, in Agency reasonable business judgment, activity related to the Publisher website is suspected or determined to be so-called "click-fraud" , “install-fraud” or "impression fraud" (the illicit manipulation of advertising revenue), whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on Agency providedadvertisements, or any other fraudulent means, to increase impressions, clicks or installs skew resultsor imitate a legitimate user of a web browser reloading or clicking on an ad for the purpose ofgenerating an improper click, installs or impression value and generating revenue, Agency may suspend or otherwise disable Publisher's Account until such time as the matter is resolved to Agency satisfaction.
Agency retains the right to not credit Publisher for those clicks, installs or impressions that it reasonably determines or suspects are fraudulent.
At any time that Agency discovers that publishers uses/used any of the above cheating methods, all the cheating promotion data shall be invalid. Agency has the right (1) to demand or directly deduct a penalty fee in payment of the invoice period, and the penalty fee is 2 times of the promotion fee created by the Partner during the day(s) of cheating and; (2) to reject the whole payment as generated in the current month settlement period or in the payment period mentioned in the invoice and; (3) to demand the refunding of the corresponding amount if pre-paid or if Agency had paid the cheating promotion fee during the previous period.
Both Parties can terminate this agreement by giving thirty (30) days written notice to the other Party, all the terms and conditions outlined in this agreement stand valid for all campaign launched previously.
11. Non Solicitation
Each party agrees and undertakes that from the Effective Date and during the Term or any time after the expiration of this Agreement, they shall not directly or indirectly, on their own behalf or on behalf of others, solicit, recruit, or induce or attempt to persuade any person now or at any time hereafter engaged by Agency as an employee, officer, director, independent contractor, advisor, consultant or otherwise, to terminate their employment with, or otherwise cease their relationship with the Agency.
Any amendments to this Agreement must be in writing and signed by Agency and Publisher.
13. Governing Law
This Agreement shall be interpreted in accordance with the laws of the Government of India without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of Delhi only.
IN WITNESS WHEREOF ,Agency and Client have executed this Agreement. For Benefito India Private Limited
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