The Terms & Conditions (“Agreement”) is between Pegasus Media Solutions Private limited, a private limited company incorporated under the Companies Act, 2013 (“Company”) and the participant signing up for BharatEarn Program (“Project Participant or Affiliate”) governs and provides the terms and conditions in relation to the Project Participant’s participation in the BharatEarn program (“BAP”).
The Project Participant shall:
The Project Participant hereby agrees that the Company has the sole and exclusive right:
Any and all Works developed in connection with this Agreement (and associated intellectual property rights) will at all times and at all stages of development be and remain the sole and exclusive property of the Company. All Works shall belong exclusive to the Company and shall be considered a work made for hire for Company within the applicable laws. The Project Participant hereby assigns and transfers to the Company any and all right, title, or interest, including moral rights, the Project Participant may have in the Works, including any copyrights or other intellectual property rights pertaining thereto on a worldwide basis in perpetuity. To the extent that moral rights cannot be assigned under applicable law, the Project Participant hereby waives and agrees not to enforce any and all moral rights, including, without limitation, any limitation on subsequent modification. Upon a written request made by the Company, the Project Participant shall sign all documents, deeds or declarations necessary to confirm or perfect the exclusive ownership of the Company in the Works.
All the task or assignment taken up by the affiliate has deliverables in terms of either lead or customer acquisition or sale or as per the task KPI. The deliverables are termed as conversions. All Conversions made by the affiliate are submitted to the respective client for validation purpose. Clients make payment to the company only on valid orders. The measure of validity is different for different clients. Thus, the company is liable to make payment to the affiliates only on those orders which are termed as valid by the clients. No claim will stand valid on the company on all the orders that are rejected by the client.
Payment shall be made by the Company to Project Participant
subject to payment terms as set forth in BAP Participation Offer. That the company has full
right to alter the payment terms at any time to the new or existing offers rolled out to the
Project participants on prior information if possible by the company.
The payment will be processed within 60 days to 90 days from the end of the english calendar month in which earnings for the transactions are made by the affiliate.
All payments are subject to fair practice by the Affiliate, i.e., in case the company comes across any malpractice, or fradulant activity or unethical practice that may harm the credibility of the company, then the company reserves the right to forfeit all or part of the payment of the affiliate.
That the payment will be made only of approved orders or conversion.
The Project Participant hereby represents and warrants that
the following representations and warranties are true, correct, accurate and not misleading as
on the date hereof and shall remain true, correct, accurate and not misleading during the term
of this Agreement:
(a) Project Participant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement nor does the performance of the obligations under and adherence of the terms and conditions of this Agreement by the Project Participant violate any applicable laws, or any proprietary or another right of any third party;
(b) Project Participant will not use in the performance of the responsibilities and obligations under this Agreement, any third party confidential information or trade secrets or material, services, creations or any other third party intellectual property, unless such use has been expressly permitted and authorized by such third party and such permission shall be obtained by the Project Participant for and on behalf of the Company and legally transferred thereto;
(c) Project Participant has full power, authority and legal right to execute, deliver and perform all its obligations under this Agreement, and
(d) this Agreement constitutes valid and legally binding obligations of the Project Participant, enforceable in accordance with its terms.
The Company reserves the right to discontinue the BAP at any time at its sole discretion. In case of breach of any provision, representation, covenant or obligation in this Agreement by the Project Participant, the Company may, at its sole discretion, terminate this Agreement with immediate effect by providing a written notice (including email) in this regard. Any provision of this Agreement, which imposes an obligation after termination or expiration of this Agreement, including provisions in relation to indemnification and confidentiality, or which by its very nature should survive such termination or expiration, shall so survive.
The Project Participant hereby expressly agrees to indemnify, defend and hold the Company and its officers, directors, agents, employees, consultants, representatives or affiliates, harmless against any loss or claim, penalties, causes of action, damages, expenses, liability of whatsoever nature arising out of or related to: (i) misrepresentation, (ii) default, (iii) misconduct, (iv) failure to perform its obligations or breach of representations, warranties, obligations and covenants related to or under this Agreement, (v) infringement of intellectual property rights, copyright/ trademark violation of the Company or any third party rights for or in relation to performing the obligation under this Agreement, and (vi) any and all claims that Project Participant is not an independent contractor.
This Agreement is entered into and executed by the Parties solely on a principal-to-principal basis. The Project Participant is an independent contractor, and nothing in this Agreement will be construed as making either Party a partner, joint venture, employer-employee, agent or fiduciary of the other or to create any other form of legal association that would impose liability on one Party for the act or failure to act of the other or provide either Party the right to create any duty or obligation of the other. The Project Participant shall not represent himself or herself as or claim to be an employee of the Company.
During the term of this Agreement and for a period of 1 (one) year thereafter, the Project Participant shall not, by direct or indirect means: (a) solicit the employment of any person who at the time of such solicitation is working for or employed with Company; or (b) solicit any of the Company’s clients, customer; or (c) attempt to persuade any consultant, employee, other project participant, client or customer to refrain from doing or ceasing to do business with the Company.
This Agreement shall be governed by and construed in accordance with the Laws of India and the courts at Kolkata, India shall have the exclusive jurisdiction over any matter relating to, in connection with, or arising out of, this Agreement.
The terms of this Agreement and any other information, including any technical, conceptual, financial or business information, including the Works, shared or provided by the Company to the Project Participant or created or generated for or under or pursuant to this Agreement (“Confidential Information”) shall be and remain strictly confidential and shall not be disclosed by the Project Participant to any third party. The Project Participant agrees and undertakes that it shall use the Confidential Information only for the purpose of undertaking and completing its obligations under this Agreement and shall not at any time during the term of this Agreement or after the expiry or termination of this Agreement, either directly or indirectly, use, disclose or transfer in any manner any Confidential Information for any other purpose whatsoever, whether commercial or otherwise.
The provisions of this Agreement shall be severable, and if any portion of this Agreement shall be held or declared to be illegal, invalid or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provisions hereof, and the remainder of this Agreement, disregarding such portion, shall continue in full force and effect as though such portion had not been contained herein.
This Agreement and the rights and duties under this Agreement shall not be assigned by the Project Participant without the prior written consent of the Company. This Agreement and the rights and obligations of the Company herein may be assigned, in whole or in part, by the Company to any third party.
A right under this Agreement may be waived by the Company only by giving such waiver in writing and no other conduct of the Company operates as a waiver or prevents the exercise of any right under this Agreement.
This Agreement, including the schedules or annexures hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, representations, or agreements, either written or oral, with respect to the subject matter hereof.
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