Terms & Conditions

Terms & Conditions

Please read these Terms and Conditions carefully before using our digital marketing and web development services provided by Mostly Digital. These Terms and Conditions outline the rules and regulations for the use of our services.

1. Acceptance of Terms

By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, please refrain from using our services.

2. Scope of Services

Our digital marketing and web development services encompass a range of activities including but not limited to website design, website development, search engine optimization (SEO), content marketing, social media marketing, email marketing, and online advertising. The specifics of the services will be outlined in a separate agreement or project proposal.

3. Client Responsibilities

The client agrees to provide timely and accurate information, materials, and access required for the execution of the services. Any delays or failures due to incomplete or inaccurate information provided by the client may result in a revised project timeline or additional charges.

4. Non-Refundable Policy

In accordance with our non-refundable policy, refunds will not be granted for digital marketing services if the claim is made after 15 days from the commencement of the service. For website development or design-related services, refunds will not be granted if the claim is made after 7 days from the commencement of the service.

5. Payment Terms

The client agrees to pay the agreed-upon fees as outlined in the project proposal or agreement. Payment terms, including any upfront deposits or milestone payments, will be specified in the agreement. Failure to make timely payments may result in the suspension or termination of services.

6. Intellectual Property Rights

Any intellectual property rights associated with the services provided by Mostly Digital, including but not limited to website designs, logos, content, and marketing materials, shall remain the property of Mostly Digital unless otherwise agreed upon in writing.

7. Confidentiality

Both parties agree to maintain the confidentiality of any sensitive or proprietary information shared during the course of the engagement. This includes, but is not limited to, trade secrets, marketing strategies, client lists, and financial information.

8. Limitation of Liability

Mostly Digital shall not be liable for any indirect, consequential, or incidental damages arising out of the use or inability to use our services. The maximum liability of Mostly Digital shall not exceed the total fees paid by the client for the specific service in question.

9. Termination

Either party may terminate the engagement at any time with prior 1 month written notice. In the event of termination, the client shall pay for all services rendered up to the termination date.

10. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of Haryana, India. Any disputes arising out of or in connection with these Terms and Conditions shall be resolved in the courts located in Haryana.

11. Amendments

Mostly Digital reserves the right to modify or revise these Terms and Conditions at any time. Any changes will be effective upon posting the revised Terms and Conditions on our website. Continued use of our services after any such changes shall constitute your consent to such changes.

By using our digital marketing and web development services, you acknowledge that you have read, understood, and agree to these Terms and Conditions. If you have any questions or concerns, please contact us at connect@mostlydigital.in.

Effective Date: March 1, 2024

Website Designing & Development
  1. Scope of Work

    The Developer will start working on this project within 1 day after the Developer receives a
    copy of this Agreement purely based on the plan opted by the Client.

  2. Project Milestones

    Developer and Client have agreed that the Developer will work on this project in phases.
    Exhibit A to this Agreement lists the milestones that Developer and Client have agreed on
    will apply to each phase of Developer’s work for Client.

  3. Final Deliverables

    Developer will deliver to Client, within 60 days after Client approves the final deliverable(s),
    digital files containing Developer work for Client under this Agreement. Specifically,
    Developer will provide Client with the following:
    ● On or before 60 days from signing the contract, the Developer agrees to provide to
    Client a fully functioning website based upon the specifications provided by Client.
    ● The website created by the Developer will be up and running, online, functional and
    accessible by real estate agents (known as “users”). Client is informed and
    understands that Developer will use its best efforts to perform hereunder.
    However, Client understands that websites are complicated and imperfect environs.
    Developer will attempt to to cure and remedy any unforeseen glitches, bugs and/or errors,
    but those efforts will be based upon the original specifications, including agreed upon
    modifications of Client.

  4. Original Work/Conflicts/Confidentiality

    Developer promises that work does not violate the patent, copyright, trade secrets or
    other property right of any person, firm or entity. Developer promises that this
    Agreement does not conflict with any other contract, agreement or understanding to
    which Developer is a party. Finally, Developer promises to hold and maintain in strict
    confidence any confidential information that Client provides (such as proprietary
    technical or business information), and Developer will not disclose such information to
    any third party except as may be required by a court or governmental authority.

  5. Training

    The fee Client will pay the Developer for this project includes training in the use of the
    backend in case of any problems faced.

  6. Compensation

    Developer agrees that the fee Client owes Developer will cover in full all of the work
    listed in the subscribed plan. Client agrees that if Client asks Developer to make
    changes or do other work for Client that is not covered by this Agreement, Client will pay
    an agreed upon flat rate in addition to all other amounts Client owes Developer under this

  7. Feedback and Acceptance

    Client agrees, that Developer cannot complete work for Client or meet agreed upon
    milestones unless Client gives timely feedback. Client agrees to provide timely feedback
    so that Developer can understand Client concerns, objections or corrections, and Client
    promises not to unreasonably withhold acceptance of the deliverables Developer will
    provide Client at each milestone.
    Developer and Client agree to the following acceptance process: Developer will test the
    website that Developer creates for Client to make sure that it’s working properly. In turn,
    Client promises that Client will evaluate the deliverables Developer provided to Client and let
    Developer know in writing, within a week after Client receives each deliverable, whether
    Client accepts or rejects it. If Client rejects a deliverable, Developer will correct any errors
    and again ask Client to accept or reject the corrected deliverable – which Client promises to
    do within forty eight (48) hours after Client receives the corrected deliverable.
    When Developer delivers the final files to Client and completes work for Client under
    this Agreement, Client agrees that Client will test the website in its entirety to determine
    if the Developer completed the work promised the Client. Client promises to let Developer
    know in writing within seven (7) calendar days after Developer delivers the final files whether
    Client accepts or rejects the final files. If Client rejects the final files, Developer will
    correct any errors and again ask Client to accept or reject the corrected deliverable –
    which Client promises to do within seven (7) calendar days after Client receives the
    corrected deliverable. This process shall continue until Client accepts the deliverable or
    seven (7) calendar days have passed and Client has not accepted or rejected a deliverable
    (at which point it will be deemed accepted). Finally, Client agrees that Developer work
    on this project will be complete and the Agreement will end after Client has approved the
    final files.

  8. Rights To The Client Content

    Client promises that: (a) Developer owns the rights to use anything Client gives me
    (“Client Content”); and (b) using such Client Content does not violate the patent,
    copyright, trade secret or other property right of any person, firm or entity. Client grants
    Developer a nonexclusive, non transferable license to use, reproduce, modify, display and
    publish the Client Content solely in connection with Developer’s work for Client under
    this Agreement and the limited promotional uses as allowed by this Agreement. Client
    also affirms and represents that this Agreement does not conflict with any other contract,
    agreement or understanding to which Client is a party.
  9. Rights After Completion

    After the completion, Developer assigns to Client Developers right, title and interest in the
    copyrights for the final website that Developer creates for Client under this Agreement –
    contained in the final files that Developer will send to Client for
    approval. Client agrees that Developer will retain and Client will not receive any right,
    title or interest to the preliminary work or preliminary designs that are included with the
    work Developer creates for Client. If Client needs additional documentation, Developer
    will sign any further documents reasonably necessary to make sure that the rights
    Developer is giving Client under this Agreement are properly assigned to Client. Client
    agrees that Developer may use Client name/company name and trademarks as a reference
    in Developers promotional materials. Client also agrees that Developer may include,
    when referencing Developer’s work for Client, a general description of the work under
    this Agreement.

  10. Right To Make Changes

    Developer agrees that after completion Client may make any changes or additions to the
    website Developer creates for Client under this Agreement, which Client in Client’s discretion
    may consider necessary, and Client may engage others to make any such changes or
    additions, without further payments to Developer. Client agrees that if Client asks Developer
    to make changes or additions to the website after Client approves the final files, Client and
    Developer will negotiate a separate additional payment for Developer’s time to make such

  11. Rights To Know-How

    Developer may incorporate into the website Developer creates for Client various preexisting development tools, routines, subroutines, programs, data or materials (KnowHow). Client agrees that Developer retain all rights, title and interest, including all
    copyright, patent, and trade secret rights to that Know-How.

  12. Assurance

    Developer promises that to the best of Developer’s knowledge, the website will not
    contain any virus, worm, trap door, back door, trojan horse, timer or clock that would
    erase data or programming or otherwise cause the website to become inoperable or
    incapable of being used.

  13. Limitations of Remedies

    Developer shall not, under any circumstances, be liable to Client for consequential,
    indirect, incidental, special, punitive, or exemplary damages or losses arising out of or
    related to this agreement, even if Developer is advised of the likelihood of such damages
    occurring. Developer’s cumulative liability for any damages arising out of or in any
    manner related to this agreement (including, but not limited to, claims for breach of
    contract, breach of warranty, negligence, strict liability, or tort, shall be limited to the
    amount of the fee paid by Client to Developer under this agreement.

  14. Entire Agreement

    This Agreement constitutes the complete and exclusive agreement between Client and
    Developer concerning the work on this project, and it supersedes all other prior
    agreements, proposals, and representations, whether stated verbally or in writing. Developer
    and Client can modify this agreement in writing, if both Client and Developer agree to that

  15. Independent Contractor

    Client agrees that Developer is an independent contractor and not Client’s employee.
    Although Client will provide general direction to Developer, Developer will determine,
    in Developer’s sole discretion, the manner and ways in which Developer will create the
    website for Client. The work that Developer creates for Client under this Agreement will
    not be deemed a “work-for-hire,” as that term is defined under U.S. Copyright Law.
    Whatever rights Developer grants Client are contained in this Agreement


§1: Subject matter of the Agreement
1.) The Ordering Party orders the Contractor to provide a service for positioning the website of the Ordering
Party, maintained at the address indicated in the domain while filling up the purchase form, hereinafter
referred to as the Website.
2.) For the purpose hereof, the Website shall mean the website of the Ordering Party who represents to be its
owner or holder and to have a right of disposing of all the Website’s files which is necessary for the proper
performance hereof. The Website comprises a homepage and all subpages and subdomains to which a
domain referred to in § 1(1) is redirected.
3.) The Contractor shall position the Website in an Internet search engine: www.google.com in English.
4.) Reports on the performance shall be submitted to the Ordering Party to its email address in the form of an
attachment. The Parties agree that a quarter shall mean three full working months not eligible for
5.) The Parties may at any time update (adjust) the terms of providing the Service in the scope set out in the
Service Specification in order to provide maximum effectiveness of the activities undertaken for the
Ordering Party’s Website. Should that be the case, the Contractor will notify the Ordering Party of such
intention and of the scope of suggested amendments with relevant justification (in an email).
6.) If there is no response to the reports referred to in §1(4) and to suggested amendments referred to in
§1(5) above within 10 days of sending them to the Ordering Party, the Parties agree that the Ordering
Party shall be deemed familiar with the data or suggestions contained therein and accept them without
reservations. Any comments made by the Ordering Party regarding the content of the reports or
suggestions shall have the same form as the reports or suggestions submitted to the Ordering Party.
7.) In order to enable the provision of the Service, the Ordering Party is obliged to provide the Contractor
immediately, not later than within 7 days from the date of signing the Agreement, all information and
documents necessary for the Contractor to properly perform the ordered services, and to provide them
on an ongoing basis throughout the term of this Agreement. In particular, the Ordering Party shall provide
the Contractor with information and documents referring to FTP/SFTP/SCP/CMS server access with all
required authorizations, domain management panel access and administration panel access. Should any
access parameters change, the Ordering Party shall update the Contractor immediately, however no later
than within 2 working days of the change.
8.) The Ordering Party shall ensure that the Contractor makes changes to the code of the Ordering Party’s
website in order to enable the provision of the service. If the Ordering Party is not able to provide
information and documents referred to in §1(1), the Ordering Party shall make relevant changes to the
code of the website referred to in §1(1) hereof.
9.) Throughout the entire term of this Agreement, the Ordering Party shall cooperate properly with the
Contractor and shall refrain from any activities that could prevent or hinder the proper performance of
the Agreement, in particular the Ordering Party shall:
● Notify the Contractor of any intention to introduce changes to the Website, in particular changes to
the content, META tags, and reconstruction of the internal linking structure,
● Maintain the Website throughout the term of this Agreement, which involves in particular maintaining
and paying for the domain and hosting,
● Enable introducing optimisation texts prepared by the Contractor to the website.
10.) Should there be no cooperation on the part of the Ordering Party, which would prevent or limit the
possibility of full and correct provision of the service by the Contractor, as well as in case of default in
payment for at least two invoices, the Contractor shall have a right to withhold the provision of the service
with the right to full remuneration for being ready to provide it – after prior written request of the
Ordering Party to cease the breaches with justification.

§2: Contractor’s remuneration
1.) For activities referred to in §1 hereof, the Contractor will be charged a monthly remuneration, based on
the subscription plan, at the start of the working month (starting from the date of purchase).
2.) The Parties agree that a working month shall be the settlement period. For incomplete settlement periods,
the Contractor shall receive proportional remuneration – adequate to the number of days of the Service
3.) The remuneration shall be paid to the bank account indicated by the Contractor on an invoice for each
month of the Service rendered. Deadline for payment shall be 7 days after the invoice. The day of payment
shall be deemed to be the day of crediting the Contractor’s account with the invoiced amount.
4.) Any discounts granted by the Contractor for the service have been granted on condition of proper
performance of the Agreement by the Ordering Party, in particular keeping the notice periods and timely
5.) For the delay in payment of any of the invoices, the Contractor shall be entitled to interest for delay in
commercial transactions.
6.) The Ordering Party hereby authorizes the Contractor to issue invoices without their signature and agrees
to have invoices sent electronically

§3: Term of the Agreement
1.) The Agreement shall be concluded for an indefinite period starting from the date of the purchase of the
service from the website (www.mostlydigital.in).
2.) During the first 12 months of the Agreement, each Party may terminate the Agreement upon 3 months
notice effective at the end of the calendar month.
3.) After the first 12 months of the Agreement, each Party may terminate the Agreement or renew upon 30
days notice effective at the end of the calendar month.
4.) The Ordering Party may terminate the Agreement without notice referred to in §3(2 and 3) above, solely
for important reasons – i.e. a material breach of the provisions of the Agreement by the Contractor – after
a prior written demand to remove the breaches within a given period, not shorter than 7 working days,
otherwise null and void.
5.) The Contractor may terminate the Agreement without notice referred to in §3(2 and 3) above, in the
event of a material breach of the provisions of the Agreement by the Ordering Party, including preventing
or restricting the provision of the Service, failure to perform the obligations referred to in §1(7 – 9) of the
Agreement or failure to meet the obligations referred to in §1(7) of the Agreement or failure to pay at
least 2 invoices by the Ordering Party – after a prior written request to remedy the breach within a
specified time limit, not shorter than 7 business days, otherwise null and void.
6.) In the event that the Ordering Party terminates the Agreement violating the provisions on notice periods
or without valid reasons, and in the event that the Contractor terminates the Agreement under the
procedure described in §3(5) above, the Ordering Party shall return to the Contractor any discounts
granted for the Service as indicated in the scope of work mentioned in the plan selected by the ordering
party hereto. The return of the discount does not exclude or in any way limit the Contractor’s right to seek
damages under general rules.

§4: Confidentiality
1.) The Parties agree to keep confidential any information obtained during the performance hereof, and in
particular concerning the subject matter hereof, the manner of its performance by the Contractor,
sensitive data made available by any of the Parties and data comprising company’s business secret. The
confidentiality obligation applies also to the information stored on the server made available by the
Ordering Party, including databases, Google Analytics data and other data concerning the Ordering
Party’s website not publicly disclosed.
2.) The above obligation does not apply to:
● information subject to disclosure by operation of law,
● information publicly known,
● information the disclosure of which has been authorized in writing by a Party.
3.) A Party will use confidential information exclusively for the purpose of performing this Agreement and will
keep it confidential, subject to the possibility of disclosing confidential Information to its employees and
subcontractors. Except as set out herein above, the Party shall not disclose, disseminate, transmit or use
the confidential Information in its own business activity.
4.) The Parties shall inform members of their authorities, its employees and co-workers who take part in the
performance hereof about obligations arising here from. The Recipient shall be liable for any breach of
obligations under this Agreement

§5: Outsourcing of Personal Data Processing
1.) The Contractor shall not decide on the purpose and means of personal data processing.
2.) The Contractor represents and warrants that:
● It has sufficient qualifications, team, equipment, IT solutions to process personal data received from
the Ordering Party;
● No civil or administrative proceedings concerning improper data processing are pending against it.
3.) The Contractor may use the services of another processor without the prior written consent of the
Ordering Party as the personal data controller. The Contractor shall be liable towards the Ordering Party
for all actions and omissions of its subcontractors as for its own actions and omissions.
4.) Under this Agreement, the Ordering Party may outsource to the Contractor the processing of the
following categories of data: data of the Ordering Party’s customers and personal data processed by them,
data of the controller’s employees, as well as other data within the scope defined in Article 4(1) of the
5.) The Contractor shall process the outsourced data with the use of an IT system. The processing shall not
include profiling.
6.) Within the data processing, the Contractor may not communicate directly with the data subjects on behalf
of the Ordering Party, unless it is the subject of a service provided by the Contractor to the Ordering Party
or the Ordering Party has consented to it.

§6: Miscellaneous
1.) Any amendments or supplements hereto, as well as termination of this Agreement and other statements
of the Parties must be made in writing – as a signed document – or else invalid.
2.) In matters not regulated herein, the relevant provisions of State law shall apply, including but not limited
to the Civil Code and other legislation.
3.) The Parties declare that in the event that any provision of this Agreement, whether by operation of law or
by final and absolute judgement of any administrative body or court, is found to be invalid or ineffective,
the remaining provisions of this Agreement shall remain in full force and effect. The provisions which are
invalid or ineffective shall be replaced, under this Agreement, by provisions which are legally valid and
fully effective and which produce for each of the Parties legal effects as close as possible to the original
economic benefits.
4.) Neither Party shall be held liable for delay in performance of the Agreement resulting from unforeseeable
and unpreventable external event, including but not limited to accident, fire, an accidental and sudden
discharge of water, flooding, strike, war, state of emergency, generally applicable act of law, court ruling or
administrative decision.
5.) The Parties’ addresses for correspondence shall be the addresses given in the recitals to this Agreement.
Each Party is obliged to inform the other within 5 working days from the date of any change of address,
including email address, otherwise any correspondence sent to the previous address will be deemed
effectively delivered.
6.) The Ordering Party declares to have been informed that the consent to the above is voluntary and that it
has the right to supplement, update, rectify personal data, as well as to demand at any time that the data
processing be stopped and data deleted.
7.) Any Contractor’s liability shall be limited to the amount referred to in § 2(1) hereof. Any liability of the
Contractor for lost profits or indirect damages is excluded.
8.) All attachments provided by the contractor form an integral part hereof.
9.) The Parties shall endeavour to settle any disputes arising herefrom amicably or by negotiation. If Parties
are unable to reach an agreement, the disputes arising herefrom shall be settled by a common court
having jurisdiction over the Contractor’s registered office.
10.)The Agreement has been drawn up in two identical copies, one for each of the Parties.
11.)Content created for ON SITE activities (META descriptions, improvement of current content, descriptions
of categories and subcategories – current and new created as part of cooperation, product descriptions,
product reviews, blog entries, etc.) and OFF SITE (content of sponsored articles, the content of posts on
forums and blogs, etc.) counted as the number of characters with spaces.
12.) The Ordering Party agrees that the Contractor may place the Ordering Party’s name in its offers,
commercial information and letters of recommendation, and that a link to the Contractor’s website
may be added to the Ordering Party’s website (in the footer).
13.)The Parties’ addresses for correspondence shall be the addresses given in the recitals to this
Agreement. Each Party is obliged to inform the other within 5 working days from the date of any
change of address, including email address, otherwise any correspondence sent to the previous
address will be deemed effectively delivered.
14.)The Ordering Party agrees to:
● receive commercial information of the Contractor by means of electronic communication and to use
automatic calling systems for the purposes of direct marketing.
● share the personal data listed in the recitals of the Agreement by the Contractor, other entities
related by capital, person or cooperating with the Contractor, for marketing purposes of products
and services of these entities

Social Media Marketing

Article 1 – SCOPE:

This Agreement sets forth the terms and conditions whereby Marketer agrees to produce
certain Campaigns, as described below, for Client. Marketers will be engaged solely and
exclusively for the limited purpose of provision of the Campaigns. Neither party is, by
virtue of this Agreement, authorized as an agent, employee, or legal representative of the
other. Except as specifically set forth herein, neither party shall have the power to control
the activities and operations of the other and its status at all times will continue to be that
of an independent contractor relationship.


The Client hereby engages the Marketer and the Marketer accepts such engagement to
create and/or manage the following Campaigns:
Series of posts in terms of marketing articles including content and infographics along
with Hashtags on Platforms like Facebook and Instagram.
Marketer represents and warrants that Marketer has the knowledge, skills, and
experience necessary to be lawfully engaged for the purposes described above. Marketer
agrees that any original copy provided within the Campaigns will be the sole and
exclusive authorship of Marketer and that the copy will be free from plagiarism.
Marketer agrees to use reasonable care, as is considered standard in Marketer’s industry,
to ensure that all statements contained within the Campaigns are true and do not infringe
upon the copyright, right of privacy, right of publicity, or any other proprietary right of any
third party. Client acknowledges and agrees, however, that full and final verification for
accuracy is Client’s responsibility.


The Client agrees not to alter the unless the alterations are agreed upon by both parties in
writing and notated within or upon this Agreement.
Marketer’s fees include the following number of edit rounds per : 1. These edits include
the following components: Text in the content being posted on Facebook and Instagram.
Change in Graphics/Images that is being posted.
If Marketer shall not hear from Client within the following specified number of days after
submission of the content, the content shall be considered accepted with no further
changes permitted: 7.
If the Client wishes to alter beyond the initial descriptions listed and beyond the included
edits, Marketer will still be owed all fees invoiced before any additional edits are made.
Marketer shall then invoice for additional edits, which will be determined at the time the
edits are discussed.


All intellectual property contained within the will become the intellectual property of
Client, free and clear, as a work-made-for-hire.
Marketer may be engaged or employed in any other business, trade, profession, or other
activity which does not place Marketer in a conflict of interest with the Client, provided,
that, during the term, Marketer shall not be engaged in any business activities that
compete with the business of the Client without the Client’s prior written consent.


The Client will be charged through an invoicing system for a monthly fee of the plan
The Marketer may only spend the following maximum amount of hours on Client’s work
per week: 10.
The work will begin at the execution of this Agreement as well as when Marketer receives
the following retainer: Subscription Fees.
Billing will be assessed against the retainer until it has been used up.
Client agrees to reimburse pre-approved expenses and costs as indicated on invoices.
Such expenses and costs shall be accompanied by receipts and reasonable supporting
documentation. The Parties will agree on the expenses prior to the expenses being

Article 6 – TAXES:

Marketer herein acknowledges that they will receive an IRS Form 1099-MISC from the
Client. Client shall not withdraw any applicable tax funds from any fees paid to Marketer.
Marketer and Client shall each be solely responsible for all of the federal, state, and local
taxes applicable to them.

Article 7 – MILESTONES:

This Agreement will be of an indeterminate length and the independent contractor
relationship will be ongoing unless terminated by either Party in writing.
Marketer agrees to the following milestones:
First 30 Days- Website Redesign & Facebook and Instagram posts creation and page
30 Days Onwards – Capitalizing on the work in the first 30 day and adding Infographics.


Client and Marketer hereby acknowledge and agree that nothing contained herein is to
establish an exclusive relationship between the Parties. Marketer shall be free to continue
working for and taking on new clients, without regard to Client. Marketer does not need
Client approval for any such work. Client is also free to hire additional marketers for any
of Client’s work and does not need Marketer’s approval to do so.


It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for
Client’s business are met. Such legal requirements include, but are not limited to,
ensuring claims on advertising and graphics are true, accurate, and may be legally stated,
as well as ensuring all products and product sales are lawful are lawful. The Marketer
shall not be responsible for any legal, technical, or regulatory specifications.

Article 10 – TERMINATION:

This Agreement may be immediately terminated in the event that there is a breach of the
terms by either Party.
If Client finds Marketer’s work unsatisfactory, Marketer shall be given the following
amount of time for one revision to cure: 30 days. After this cure period, if Client still finds
the work unsatisfactory, Marketer shall not be under any additional obligations.
Client shall still be responsible to pay Marketer all due fees and the Parties may then
terminate this Agreement.
This agreement will also immediately terminate upon the death of the Marketer or Client,
the inability of the Marketer to perform the services because of a sudden and medically
documented physical or mental disability, the liquidation, dissolution or discontinuance of
the business of the Client or Marketer in any manner, or the filing of any petition by or
against the Client or Marketer under federal or state bankruptcy or insolvency laws. This
Agreement may also be terminated by either Party in writing. Notice shall be given at least
the following amount of time before termination: 30 days.
Upon termination for any reason, all fees and reimbursements shall be paid and provided
to the Marketer as they have accrued up to the date of termination.
Upon expiration or termination of this agreement, or at any other time upon the Client’s
written request, Marketer shall promptly after such expiration or termination:

  • Deliver to the Client all work (whether complete or incomplete) and all hardware,
    software, tools, equipment, or other materials provided for Marketer’s use by the Client;
  • Deliver to the Client all tangible documents and materials (and any copies) containing,
    reflecting, incorporating, or based on the Client’s confidential or proprietary information,
    as discussed further elsewhere in this Agreement;
  • Permanently erase all of the confidential or proprietary information from any of the
    Marketer’s computer systems; and
  • Certify in writing to the Client that Marketer has complied with the requirements of this


    Marketer hereby acknowledges and agrees that Marketer may receive confidential and/or
    proprietary information relating to Client’s business. Such information may include, but
    will not be limited to, client lists, client notes, specifications, project information, plans,
    and/or technological resources.The confidential and/or proprietary information is
    significantly important to Client’s business and it has been developed or obtained over
    time, with significant resources involved. Marketer understands and agrees that any
    unintended disclosure of any of the confidential and/or proprietary information would be
    significantly detrimental to Client. As such, Marketer agrees that they shall:
    I) Not disclose the confidential and/or proprietary information by any means not
    authorized by the Client to any third parties;
    II) Not copy or duplicate the confidential and/or proprietary information unless specifically
    directed to do so by the Client;
    III) Not disclose the confidential and/or proprietary information by any unauthorized
    means to any third parties for a period of at least one year following the termination of
    this agreement;
    IV) Not use the confidential and/or proprietary information for any purpose except those
    expressly authorized by the Client;
    V) Inform Client immediately if Marketer becomes aware of any unauthorized use or
    disclosure of the confidential and/or proprietary information.

    Article 12 – PORTFOLIO USE:

    Notwithstanding the specific rights of intellectual property outlined by this Agreement,
    Marketer shall be permitted to use all work in Marketer’s professional portfolio, after such
    work has been made public by the Client. Nothing contained herein shall limit Marketer’s
    such right.

    Article 13 – INDEMNIFICATION:

    Marketer and Client shall each defend, indemnify, and hold the other harmless (including
    all affiliates, officers, directors, employees, agents, successors, and assigns) from and
    against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards,
    penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’
    fees) arising out of or resulting from bodily injury, death of any person, damage, real or
    intangible, to personal property resulting from the other’s acts or omissions or the breach
    of any representation, warranty, or obligation under this Agreement.

    Article 14 – SURVIVAL:

    Any provision of this Agreement which by its terms imposes continuing obligations on
    either of the Parties shall survive termination of this Agreement.

    Article 15 – DISPUTE RESOLUTION:

    In case of a dispute between the Parties relating to or arising out of this Agreement, the
    Parties shall first attempt to resolve the dispute personally and in good faith. If these
    personal resolution attempts fail, the Parties shall then submit the dispute to binding
    arbitration. The arbitration shall be conducted in the county and state noted in the
    GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a
    single arbitrator, and such arbitrator shall have no authority to add Parties, vary the
    provisions of this Agreement, award punitive damages, or certify a class. The arbitrator
    shall be bound by applicable and governing federal law as well as the law of Florida. Each
    Party shall pay their own costs and fees. Claims necessitating arbitration under this
    section include, but are not limited to: contract claims, tort claims, claims based on
    federal and state law, and claims based on local laws, ordinances, statutes or regulations.
    Intellectual property claims by Marketer will not be subject to arbitration and may, as an
    exception to this subpart, be litigated. The Parties, in agreement with this sub-part of this
    Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

    Article 16 – GOVERNING LAW:

    This Agreement shall be governed by and construed in accordance with the internal laws
    of Florida without giving effect to any choice or conflict of law provision or rule. Each
    party irrevocably submits to the exclusive jurisdiction and venue of the federal and state
    courts located in the following county in any legal suit, action, or proceeding arising out
    of or based upon this Agreement or the work provided hereunder: United States.

    Article 17 – BENEFIT:

    This Agreement shall be binding upon and shall insure to the benefit of each of the parties
    hereto, and to their respective heirs, representatives, successors, and assigns.

    Article 18 – COUNTERPARTS:

    This Agreement may be executed in counterparts, all of which shall constitute a single
    agreement. The Agreement shall be effective as of the date set forth above.

    Article 19 – NOTICES:

    All notices, requests, consents, claims, demands, waivers and other communications
    hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the
    addresses set forth on the first page of this Agreement. All notices shall be delivered by
    email or at the address which the parties may designate to each other through personal
    delivery, nationally recognized overnight courier (with all fees prepaid), or certified or
    registered mail (in each case, return receipt requested, postage prepaid). Except as
    otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party
    has received the Notice and (b) the party giving the Notice has complied with the
    requirements of this Section.

    Article 20 – FORCE MAJEURE:

    Marketer is not liable for any failure to perform due to causes beyond its reasonable
    control including, but not limited to, acts of God, acts of civil authorities, acts of military
    authorities, riots, embargoes, acts of nature and natural disasters, and other acts which
    may be due to unforeseen circumstances.

    Article 21 – HEADINGS:

    Headings to this Agreement are for convenience only. Headings shall in no way affect the
    provisions themselves and shall not be construed in any way that would limit or otherwise
    affect the terms of this Agreement.


    The agreement embodies the entire agreement between the Client and Marketer relating
    to the subject matter hereof. This Agreement may be changed, modified or discharged
    only if agreed to in writing by both parties

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