- REBELUTE’s REPRESENTATIONS & WARRANTY
- REBELUTE shall perform Services in a competent and professional manner in accordance with the professional standards as per industry practices. It has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
- REBELUTE ensures that it has the adequate skills, resource and expertise to fulfil the Services as per the Scope of Work of this Agreement.
- PROPRIETARY RIGHTS AND OWNERSHIP:
All webs developed, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcription, or other materials that are subject to copyright, trademark, patent or similar protection (collectively the “Work Product”) produced by REBELUTE are the property of the CLIENT provided: (1) such Work Product is accepted in writing by the CLIENT and (2) CLIENT pays all fees and costs associated with creating, buying such Work Product and all dues of the REBELUTE under this Agreement. Work Product that does not meet the two foregoing conditions shall remain REBELUTE’s property. The cost of such Work Product is additional and incremental to REBELUTE compensation as set out in Annexure I.
Notwithstanding the foregoing, it is understood that REBELUTE may, on occasion, license materials from third parties for inclusion in Work Product with prior approval/discussion with CLIENT. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, CLIENT agrees that it remains bound by the terms of such licenses.
In case Work Product is procured by CLIENT or is in possession of CLIENT and is handed over to REBELUTE solely for the purpose of provision of services under this Agreement, CLIENT shall retain all titles rights and REBELUTE shall utilize it in its services being provided to the CLIENT and know-how that are embedded in final product.
- CLIENT REPRESENTATIONS
CLIENT agrees and represents that the content provided by it to REBELUTE for procuring Services of REBELUTE, (a) is not in infringement of any rights of any third party including, without limitation, Copyright, Trademarks, and rights of privacy, and (b) not in violation of any applicable law or regulation and (c) will not contain anything which is defamatory, obscene, false or misleading (d) that it has complied and will comply with the prevailing law in force, as amended from time to time, in respect of all applicable industry codes of practice and shall share applicable specific industry laws with REBELUTE in advance.
Both REBELUTE and CLIENT shall maintain the confidentiality of all the Confidential Information using the same degree of care that both the Parties exercises towards its own Confidential Information, but will use no less than a reasonable degree of care.
DUTIES AND OBLIGATIONS OF CLIENT FOR PROCURING SERVICES DULY ASSIGN IN ANNEXURE I :
- CLIENT shall provide REBELUTE access to its concept and also should provide all the necessary details about it.
- CLIENT authorizes REBELUTE use of all CLIENT’s logos, trademarks, existing website images, content etc., for use in creating informational pages and any other uses as deemed necessary by REBELUTE for all services that is mentioned in Annexure I.
- All decision making authority with respect to the overall assessment and direction of the service by the REBELUTE shall remain with the CLIENT. REBELUTE will submit to CLIENT for its written approval all elements of any digital advertising materials to be produced under this Agreement, including, but not limited to, copy, layouts, photography, scripts, recordings, storyboards, Web sites and commercials.
- Prior approval of Estimates, Charges and Increases to Estimates and Charges:
- REBELUTE shall obtain releases, permissions and/or licenses from those parties whose personal or propriety rights (including intellectual property rights) are furnished by the REBELUTE for use in web development for CLIENT. CLIENT will obtain necessary rights to materials that the CLIENT supplies to REBELUTE for use in web development and Creative materials. CLIENT alone will be responsible for the accuracy, sufficiency, legality and substantiation of information it supplies to the REBELUTE concerning CLIENT’s Products or Services, the products or services of CLIENT’s competitors and information about CLIENT’s industry or category.
- BILLING AND PAYMENT
- REBELUTE will invoice CLIENT for all third party costs (which are pre approved by the CLIENT) if any at a mutually agreed rate sufficiently in advance of the due date to permit payment by CLIENT to REBELUTE in order to secure the requirements.
- The cost of production materials and services shall be billed by REBELUTE upon completion of the production, job, or upon receipt of supplier invoice whichever is earlier.
- On all third party purchases (which are pre approved by the CLIENT) where the REBELUTE is operating on commission, it shall submit copies of supplier invoices within 15 days of submission of invoice.
- All payments other than Fee under this Agreement shall be made by CLIENT within seven (7) days from the date of invoice by CLIENT. Any queries in respect of the invoices should be raised by CLIENT within seven (7) days of receipt of the invoice from REBELUTE. If no queries are raised, within the said period, the invoice shall be deemed to be accepted by CLIENT and no further queries shall be entertained thereafter. In case of any query in the invoice, the same needs to be resolved within next seven (7) working days and shall be payable as soon as possible on resolution of the query.
- It is expressly agreed by CLIENT that the Fee quoted above is only in respect of the Services rendered by REBELUTE and CLIENT agrees to reimburse REBELUTE for any sums of money paid for the assignment of the Intellectual Property Rights, viz., Copyright created for and on behalf of CLIENT by REBELUTE, as and by way of fees, charges, or otherwise as provided by the guidelines, regulations, rules, or policies of any professional body or association.
- Any unpaid Fees or Expenses will become overdue by seven (7) days after payment is due and shall be subject to a late fee of two percent (2%) per month for each month where payment is not received. CLIENT’s failure to make timely payments under this Agreement may be considered by Consulting, a material breach of this Agreement by CLIENT, which may result in suspension of Consulting Services by REBELUTE. CLIENT will be responsible for any and all taxes levied on transactions under this Agreement other than taxes based on REBELUTE’s income.
- REBELUTE will keep CLIENT saved and harmless against any proven and adjudicated claims or proceedings (“Claims”) arising from wilful misconduct or negligence by REBELUTE or its Personnel, other than act(s) performed at the specific instruction of CLIENT, up to a maximum of 50% of the Fee received under the relevant Term of the Agreement in respect of which the claim arises.
- CLIENT agrees to indemnify REBELUTE against any claims or proceedings brought against REBELUTE relating to the accuracy of content provided by CLIENT to REBELUTE for use in providing the Services as specified in Annexure I or arising out of CLIENT’s misuse of any deliverable items or arising out of any acts and omissions by CLIENT and/or its Personnel. Neither Party shall be liable to the other, for any lost revenue, lost profits or other incidental or consequential damages based on any breach or default under this Agreement. This paragraph shall survive and continue in effect and shall ensure to the benefit of and be binding upon both the Parties, their successors and assigns.
- TERM & TERMINATION
The term of this Agreement is from 1st August, 2017 (start date) and shall continue unless specifically terminated upon project completion. CLIENT retains the right to terminate this Agreement anytime with Thirty (30) days prior notice upon breach of any of the provisions of Clause 4, Clause 5, and Clause 9 specified in this Agreement and the same will be considered as termination for cause (“Termination for Cause”). In case of Termination for Cause, CLIENT will not carry any liability to pay any amount to REBELUTE except for release of the outstanding payment accrued to REBELUTE till the effective date of termination. The Indemnity clause survive the termination of this Agreement for a period of 2 years from the date of termination.
- WAIVER/ NON-EXERCISE
Failure of either Party at any time to exercise a right under, or require performance of, any provisions of this Agreement shall not affect the right to subsequently exercise that right or require full performance thereof (as the case may be) at any time thereafter. The waiver by any Party of a breach of any provisions of this Agreement shall not be taken or held to be a waiver of any subsequent breach or as nullifying the effectiveness of such provision.
- NON-SOLICITATION OF PEOPLE
The REBELUTE represents that unless it is mutually agreed, during the term of this Agreement it will not directly recruit, hire, engage or attempt to recruit, hire engage or discuss employment with any person who is an employee or agent of the CLIENT.
- INDEPENDENT CONTRACTOR
The relationship of REBELUTE with CLIENT shall be that of an independent contractor and nothing in this Agreement shall be construed as creating any other relationship. REBELUTE’s personnel or employees (and of its permitted sub-contractors, if any) shall in no sense be considered as employees or agents of CLIENT, nor shall they be entitled or eligible by reason of the contractual relationship created by this Agreement, to participate in any benefits or privileges given or extended by CLIENT to its employees. None of the provisions herein shall be deemed to constitute as a teaming, joint venture, agency, partnership or principal-agent relationship or other similar arrangements save and except for the limited purpose of purchasing material and engaging the services of third Parties for the production of advertising and sales promotion material which are necessary for providing services under this Agreement, CLIENT appoints REBELUTE as its agent.
Any notice from one Party to the other shall be deemed given when delivered to, by first class certified mail, return receipt requested, the person at the address listed below or to such other person and/or address as may be designated from time to time in writing:
If to CLIENT:
If to REBELUTE:
Attention: CEO - REBELUTE, INC.
To: REBELUTE, INC.
Delaware, US is 2035 Sunset Lake Road, Suite B-2, in the city of Newark, zip code 19702 and county of New Castle.
- DISPUTE RESOLUTION
Both the Parties shall mutually resolve all disputes and controversies of every kind and nature between the Parties hereto arising out of or in connection with this Agreement. In the event, such dispute is not mutually resolved, the Parties shall submit to arbitration and/or conciliation by a mutually appointed sole Arbitrator in accordance with the laws of State of Delaware. Any award rendered shall be final and binding on both Parties, shall resolve the issue of cost of arbitrators, legal fees and expenses and all related matters, and judgment on such award may be entered and enforced by either Party in any court of competent jurisdiction located in State of Delaware. The Parties agree that cost of Arbitration shall be shared equally between the Parties.
- GOVERNING LAW AND LANGUAGE
This Agreement shall be governed by and construed in accordance with the laws of State of Delaware. Language to be used for and in connection with notices, amendments, information, manuals, descriptions and other documentation to be furnished under this Agreement shall be in English.
- FORCE MAJEURE
Neither Party shall be liable for damages for any delay or failure to perform its obligations hereunder, if such delay or failure is due to causes beyond its control or without its fault or negligence, including, without limitation, riots, acts of god or state or any public enemy, or acts mandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body. However, the Party claiming a force majeure event shall inform the other Party within seven (7) days from the beginning of such event about the existence of the same and take all such steps necessary to ensure that the loss to the other Party is minimized as also inform the other Party immediately on cessation of the force majeure event and resume effective fulfilment of its obligations hereunder.
Neither Party without the prior written consent of other shall assign this Agreement to any third party. Any attempted assignment in contradiction of this provision shall be null and void.
- NON WAIVER/ ENFORCEABILITY
No provision of this Agreement may be waived or changed except by a writing signed by the Party against whom such waiver or change is sought to be enforced. Failure or omission by either Party at any time to enforce or require strict or timely compliance to any provision of this Agreement shall not affect or impair that provision in any way or the rights of CLIENT to avail itself of the remedies it may have in respect of any subsequent breach of that or any other provision.
Both Parties agree that the information provided under this Agreement is confidential and neither Party shall at any time during the association divulge directly to any person(s), firm or company, business entity, or other organization whatsoever, any Confidential Information that the Party may acquire during the course of such association or otherwise concerning the Other Party’s business, property, contracts, trade secrets, CLIENTs or affairs.
If any of provision of this Agreement is held unenforceable or invalid under applicable law, the remainder of this Agreement shall nevertheless be in full force and effect.
This Agreement shall not be amended or modified except in writing duly executed by the Parties and marked as ‘Amendment to the Agreement’.
In case of any conflict between the terms of this Agreement and any invoices etc, issued hereunder, the terms of this Agreement herein shall prevail.
- CONFLICTING CLAUSE
In case of any conflict between the provisions of this Agreement and any provisions specified in the Annexure I: Proposal & Scope, or any other documents shared between Parties including but not limited to email, draft letters etc.; the provision of this Agreement will survive.
- ENTIRE AGREEMENT
All understandings, heretofore made between the Parties are merged into this Agreement, which alone fully and completely expresses the agreement of the Parties. This constitutes the entire agreement between CLIENT and REBELUTE as to the subject matter hereof and supersedes any prior oral or written agreement on the subject matter.
- ESCALATION POINTS
Any issue or concern related to performance, quality or deadlines from REBELUTE that stays unresolved to CLIENT’s satisfaction can be escalated to:
Name: Paritosh Sharma, Director IT
Phone: +1 925 315 5007
Any issue or concern related to approvals, billing, payments etc from CLIENT that stays unresolved to REBELUTE’s satisfaction can be escalated to
Name: Accounts Team