For the purpose of these terms, Rupiz Media Limited is hereinafter referred to as “ Rupiz Media” or “Company” whereas “You” and “client” shall mean the party other than Rupiz Media, who is entering into The Agreement.

1. Ownership of Artwork

Both parties to The Agreement understand that any creatives, material, content, images, logos, trademarks, product specification etc. ('Creative Content') used for the purposes of The Agreement shall be provided by the client, which shall be used by Rupiz Media for the website of the client. At the instructions of the client, certain creatives may be provided by Rupiz Media as well, at the specific request of the client. Only after the creatives are approved by the client, it shall be used by Rupiz Media for the purpose of The Agreement.

Rupiz Media shall have full ownership in the finished product, creative content, software and/or in any other product/service developed by it on the instructions of the Client under the terms of this agreement until Rupiz Media has received the full payment as per the terms of the agreement.

Upon the receipt of full payment by Rupiz Media, Client shall have the full ownership of the finished product and/or the Creative Content as the case may be. With regard to Software, upon full payment, Client shall obtain the non-exclusive and non-transferable license to use the final Software as per Clause 10 below. Until full payment has been received by Rupiz Media, Rupiz Media shall retain full ownership of the Software or parts contained therein, whether preliminary or final.

It is the responsibility of the client to ensure that all Creative Content and finished product as the case may be, complies with all relevant legal requirements, codes of practice, do not infringe intellectual property rights of third person/party, do not contain any defamatory material and do not infringe or contravene the rights of any third person/party. With regard to software, it is the responsibility of the client to ensure that the use of the Software and/or any service provided through that software is legal as per the laws of its territory and its use does not infringe or contravene the intellectual property rights and/or any other rights of any third person/party.

2. Intellectual Property Rights

Both Client and Rupiz Media understand and agree that all Intellectual Property Rights including but not limited to trademarks, images, logos, creatives, material, contents etc shall remain the property of the respective party. The other party shall not use any/all Intellectual Property Rights including but not limited to trademarks, images, logos, creatives, material, contents etc. in any manner or for any purpose not expressly agreed between the parties in writing.

The Client expressly permits Rupiz Media to use trademarks, images, logos, creatives, material, contents etc of the Client for the purposes of The Agreement. Client acknowledges that all/any trademarks, images, logos, creatives, material, contents etc. provided by it to Rupiz Media is either owned by itself or it has permission from its respective owners to grant such right of use to Rupiz Media.

3. Liability:

Rupiz Media offers the services on As Is basis. Rupiz Media does not warrant and disclaims all liability in relation to purpose or intended result to be achieved from the services.

Rupiz Media further disclaims all losses suffered by the Client or a third party on account of non-availability of service, suspension of services or termination of the Agreement due to Client's acts and/or omissions or due to non-payment by the Client.

Rupiz Media shall not be liable in any manner whatsoever for any creatives, material, content, images, logos, copyright, trademarks, product specification etc provided by the Client and/or for any such materials including the finished product and any Software which are developed by Rupiz Media at the instructions of the Client. Rupiz Media shall not be liable for any compliance related issues of the website of the Client.

In no event shall Rupiz Media be liable for any lost profits, goodwill, or other consequential, special or indirect damages suffered by the Client in connection with or arising from the performance/use of the Software, even if Rupiz Media has been advised of the possibility of such damages or for any claim against the Client by any other party.

4. Limitation of liability

In no event shall Rupiz Media’s liability to Client, any party receiving the benefit of a campaign, consumers or any other third party, arising out of or related to The Agreement or services, data, list and campaigns, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, and expressly inclusive of any and all indemnification obligations hereunder, exceed the amount received from Client under The Agreement.

5. Indemnity

The Client hereby expressly agrees to defend, at its own expense, and indemnify and hold harmless Rupiz Media, and its affiliates, directors, officers, employees and agents from and against any liability, claims, suits, damages, and expenses (including reasonable legal fees) asserted against or incurred, arising out of or relating to use, mis-use or unablity to use any Software, the use and/or infringement of creatives, material, content, images, logos, copyright, trademarks, product specification etc and other intellectual property rights, while doing its responsibilities/work under The Agreement or from the non-compliant websites of the Client or any incorrect or misleading information given to Rupiz Media by the Client or from any act/omission of the Client, its employees, agents, officers etc.

6. Excused Performance

Neither Rupiz Media nor Client shall be deemed to be in default of The Agreement or be liable for any delay or failure in performance resulting directly or indirectly from any act of God, civil or military authority, civil disturbance, war, strike, fire, earthquake or other cause beyond its control.

7. Disputes

Both parties to The Agreement agree to and shall endeavour to resolve any query/dispute informally within seven days of the occurrence of such query/dispute. In the event of dispute not being resolved informally within seven days of reference, Parties may refer the dispute to the Courts as per “Law and Jurisdiction” clause of the Agreement.

8. Warranty

Each party represents and warrants that (i) it has the requisite corporate authority to enter into and perform or deliver the services outlined in The Agreement, (ii) The Agreement constitutes a legally binding obligation, enforceable in accordance with its terms and the signatory of the SLA has the authorization to bind itself and any party it represents or is receiving the benefit of any Campaign, and (iii) it shall comply with all relevant laws and regulations with respect to the services outlined in The Agreement.

For any/all Intellectual Property Rights including but not limited to trademarks, images, logos, creatives, material, contents etc, which the client has provided to Rupiz Media, and also authorizes it to use for the purposes of The Agreement, Client warrants that it is the owner of or has the requisite permission from the respective owners to use and to allow Rupiz Media to use the same for the various services that are subject of The Agreement. The Client warrants and acknowledges that the service under The Agreement is provided on an “As Is” basis

9. Disclaimer of Warranty

Rupiz Media disclaims all warranties in relation to the provisioning of services under The Agreement not mentioned herein. Rupiz Media will endeavour to but does not warrant that the services will achieve the intended result.

Rupiz Media disclaims all warranties and conditions with regard to the software, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement. Rupiz Media does not make any warranties with regard to the accuracy of the results or output that derives from the use of any such Software or tools and utilities.

10. Personal and non-commercial use:

Rupiz Media has developed numerous Softwares and keeps on developing Softwares in its regular course of business for the purpose of selling/marketing it in the open market to businesses/organizations for their personal and non-commercial use and the client agrees to use the Software solely for its personal and non-commercial use. The Client understands that the Software may be used only in the furtherance of the internal operations of the Client or its wholly owned subsidiaries. In no event shall the Software be used for the benefit of third parties. The Client shall not:

(i) Decompile, reverse engineer, reverse assemble or otherwise attempt to discover the source code of the Software.

(ii) Copy, alter, modify, tamper or create derivative works based upon the Software or documentation or information contained therein.

(iii) Use or export the Software in violation of any of the laws of the land.

(iv) Distribute, sell, rent, lease, license, sub-license or transfer the Software in full or in part or any information contained therein

(v) Place the Software onto a server so that it is accessible via a public network such as the Internet.

(vi) Assign, sub license, or transfer the Software without prior written consent from Rupiz Media which will not be unreasonably withheld or delayed

The client is strictly prohibited from distributing the Software.

11. Confidentiality:

The Parties acknowledge and agree that all Parties' information that is marked "Confidential", except as specified below, that comes to be known by reason of work under this Agreement, is confidential to each Party and will not be disclosed to unauthorized third parties. The Parties will use the same standard of care, and will bind their employees, agents or representatives to such standard, to prevent disclosure of such confidential information as each uses to protect its own confidential information and trade secrets. Information received by either Party under this Agreement will not be considered confidential if the information:

(a) is not marked "Confidential";

(b) is known to the other Party or is in the other Party's possession at the time of executing this Agreement;

(c) is in the public domain at the time of disclosure;

(d) is independently developed by the other Party; or

(e) is disclosed to the other Party by a third party with written approval of the first Party.

(f) is disclosed to the other party by the third party legally entitled to make such disclosure without violation of any obligation of confidentiality

(g) is required to be disclosed by law but in such event, only to the extent required to be disclosed and only after the written notification to the disclosing party so as to provide the disclosing party with an opportunity to seek a protective order to protect its confidential information.

The obligations expressed within this Clause shall survive termination of this Agreement.

Each party to The Agreement acknowledges that breach of this provision by the receiving party would result in irreparable harm to the disclosing party, for which money damages would be an insufficient remedy and therefore the disclosing party shall be entitled to seek injunctive relief to enforce the provisions of this section.

12. Non- Exclusivity

The Agreement is non-exclusive and does not, (a) prohibit either party from entering into similar or different services with any other Party; or (b) prohibit either party from itself independently providing, developing, or otherwise acquiring identical, similar or different products, services and technologies.

13. Miscellaneous:

13.1 Company may at any time, at its sole discretion assign, cause to assign, and/ or transfer any of its rights, benefits, obligations or duties accruing under this agreement for all practical purposes to any third party including but not limited to debt collection agency.

13.2 If any provision of The Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of The Agreement shall be unaffected and shall remain in full force and effect.

13.3 Nothing in The Agreement shall be construed as constituting a partnership, joint venture, franchise or agency relationship between the parties. Neither party has any authority to enter into agreements of any kind on behalf of the other party.

13.4 The client understands and agrees that the Company shall use the trademarks and logos of the client for promotional, marketing and other purposes under The Agreement.

13.5 Both the parties may disclose about their business relationship in press releases, blogs, articles etc. on written permission from the other party.

13.6 The client shall not use the Software for any purpose that is unlawful or prohibited or which is in violation of any of the laws of the land.

13.7 Rupiz Media retains the right to provide, sell, and license same or similar software to any other parties.

13.8 The client agrees to receive all updates or future versions of the Software through Rupiz Media on mutually agreed terms and additional payment. The client is prohibited from getting any updates or future versions from any other party.

14. Entire Agreement:

The SLA along with these terms and conditions available on the website constitutes the entire agreement, herein mentioned as, ‘The Agreement’ between the parties concerning the subject matter hereof, and supersedes all prior communications or agreements, written or oral, and is intended to be a complete and exclusive statement of the terms and conditions between the parties.

In case of any discrepancy or contradiction between the terms and conditions available on the website and the clauses of SLA, the SLA shall prevail.

15. Suspension/Termination:

Either party reserves the right to suspend The Agreement in the event of any dispute till the resolution of the said dispute.

Either party may terminate The Agreement by giving a prior written notice of seven (7) days to the other party. Either party may immediately terminate The Agreement due to the following reasons:

(i)A party fails to make the payment within stipulated time as mutually agreed between the parties.

(ii)A party does not get proper and timely assistance/support within 3 working days of receiving a written notice of the same from the other.

(iii)A party enters into voluntary or compulsory liquidation, having a receiver, administrator or administrative receiver appointed over all or any of its assets, or facing any similar action in any jurisdiction.

16. Effect of Termination

Upon termination of The Agreement for any reason whatsoever (a) all payments due under The Agreement to Company for the provision of the Services will become immediately payable. (b) Company will immediately deliver to Client any material that Company has partially or fully completed under The Agreement subject to the receipt of the amount due to the Company. (c)  Upon termination of The Agreement for any reason, each Party shall remain liable for those obligations that accrued prior to the date of such termination and (d) in case of prepayment, where client does not provide timely assistance/support to enable Company to deliver the services under The Agreement and The Agreement is terminated, the amount received by the company shall not be refunded.

17. Law and Jurisdiction

All disputes, differences or claims arising out of or in connection with The Agreement including, without limitation, any question regarding its existence, validity, construction, performance, termination or alleged violation shall be submitted to the exclusive jurisdiction of the Courts of London.

The Laws of England shall govern The Agreement at all times. All parties are bound to the jurisdiction of the Courts of London for the settlement of any disputes or claims that arise in connection with The Agreement.