This Serveantage Agreement (“Agreement”), entered into today, is by and between the partner and Serveantage, each, a “party” and collectively, the “parties”.
WHEREAS the Partner wishes to use certain services of the Serveantage, and the Serveantage wishes to provide such services to the Partner, according to the terms of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
1.1. The Serveantage agrees to provide particular services to the Partner, which includes listing products/services of the Partner on the Serveantage’s online “Platform” to promote brands and products/services associated with the Partner.
1.2. The terms and conditions of this agreement and any other requirements as the Partner may require from the Serveantage, from time to time, form this agreement under which the Serveantage will update on the platform on behalf of the Partner.
1.3. The Serveantage agrees to list and publish the service/product as an independent service provider and not as an employee, worker, agent or partner of the Partner, and the Serveantage shall not hold him/herself out as such.
2.1. The Serveantage agrees that:
(a) The Partner must consent to each listing before Serveantage publishes it on the agreed Platforms. The Partner may withhold authorization at his/her utmost discretion.
(b) The Serveantage shall use the key tags (if applicable) provided by Partner in respect of each particular listing.
(c) Once a listing has been granted by Partner, the Serveantage will publish the listing to the agreed Platforms.
(d) The Serveantage must not edit/alter a listing after Partner has endorsed the listing.
(e) The Serveantage is solely responsible for publishing the service/product listing.
(f) After a listing is published, the Serveantage will not remove, archive or otherwise make the listing invisible to the general public from the date of the published listing or change the profiles on his/her Platforms to private, as well as to include in them a unique alphanumeric code (hashtag) and/or (tag).
(g) The Partner has the right to amend any listing after publication, and the Serveantage shall immediately, and no later after intimation of any amendments, make a reasonable amendment as requested by Partner.
(h) The Partner has the right to request that the listing be removed from Serveantage’s Platforms, and the Serveantage must conform with such a request immediately after intimation of removal upon receipt of such notification.
2.2. The Serveantage represents and warrants that each listing:
(a) complies with all relevant laws and regulations relating to Serveantage marketing;
(b) keeps the platform up to speed with the latest best practice to make sure that the targeted audience is clear about the commercial nature of the listing;
(c) does not comprise any material that the Serveantage knows or suspects (or ought reasonably to have known or suspected) to be misleading, false or deceptive;
(d) does not comprise any material that is inappropriate, discriminatory, or offensive or contains or promotes destructive or illegal behaviour or sexually indecent imagery; and
(e) does not violate the rights of any person, corporation or entity.
2.3. the Partner agrees that;
(a) the Serveantage will perform phone tracking to record calls that come through the platform.
3.1. The Serveantage shall not, throughout this Agreement, circumvent and/or attempt to circumvent Partner in any manner and directly engage with any of the Brands or undertake/solicit any work for such Brands outside the framework of this Agreement without the written approval of Partner. The Serveantage shall not create a third party or join in concert with a third party to circumvent and/or attempt to circumvent Partner.
3.2. The obligations cast upon the Serveantage under this Clause shall survive termination of this Agreement.
4.1. The Serveantage shall maintain strict confidentiality regarding the information, including but not limited to details of the Partner’s business methods, finances, prices or pricing strategy, marketing or development plans or strategies, clients and/or Brands and any other information made available which is or ought reasonably to be considered confidential in nature.
4.2. Each Party acknowledges that it may be granted access by the other Party to certain non-public confidential information (whether provided orally, in writing, or through any other medium) in connection with the Agreement.
4.3. The Partner or any associated Brands may require the Serveantage to execute additional non-disclosure agreements to protect confidential information such as briefs and memorandums associated with campaigns for Brands.
4.4. The obligations of confidentiality and non-use under this Agreement shall remain in effect from the date of signing of this Agreement.
5.1. The Serveantage shall not misrepresent the targeted audience size, number of followers, or engagement. The audience must be original and not gathered through corrupt or unethical means.
5.2. In the case of the Serveantage’s non-compliance with the requirement for the audience to be authentic and organically grown, the Partner reserves the right to terminate this Agreement with the Serveantage immediately.
6.1. The Serveantage acknowledges not to imitate, disparage, give any opposing statement or make fun of the Brands or any products or services associated therewith generally in any way and that such behaviour would entitle Partner to terminate the relationship with the Serveantage with immediate effect.
7.1. Partner retains all rights, title and interest in any published listings, and the Serveantage shall not acquire any rights in or to Partner’s intellectual property. No license under any trademark, patent, copyright, or other intellectual property rights of Partner or the associated Brands is either granted or implied under this Agreement.
7.2. The Serveantage agrees that by publishing listing in respect of any Brand, it shall not obtain any intellectual property rights concerning such Brand or anything associated therewith. Further, the content (creative or otherwise) of any listing shall remain the intellectual property of the Partner.
8.1. This Agreement shall come into effect on the date of execution of this Agreement and shall remain in force as may be mutually agreed upon by the Parties in writing, provided that any of the Parties may at any time terminate this Agreement by giving a notice of termination to the other Party.
8.2. this Agreement shall be automatically terminated upon the occurrence of any of the following events:
(a) the Serveantage publishes any content that the Partner believes, in his/her sole discretion, to be in contravention of moral decency and social values; or
(b) the Serveantage publishes any sexually explicit or vulgar content that Partner deems, in its sole discretion, to be inappropriate; or
(c) the Serveantage is in material breach of the terms and conditions of this Agreement.
9.1. Upon termination of this Agreement, the Serveantage shall:
(a) forthwith delete/remove any listing that the Serveantage has listed on the Platforms in connection with this Agreement (as applicable); and
(b) Refrain from listing any further products/services on any Platform purporting to be listed in connection with this Agreement or any of the Brands.
10.1. The Partner shall not be liable to the Serveantage or any third party for losses that arise from the element of any published listing.
10.2. The Partner shall not be liable to the Serveantage for any loss of reputation, business, goodwill, or subsequent damages.
11.1. The Serveantage agrees to indemnify the Partner against any (third party) claims and expenses (including reasonable legal fees) arising from a breach of this Agreement.
11.2. The Serveantage agrees to indemnify the Partner against any claims and expenses that arise due to the content of any listing published by the Serveantage, including but not limited to claims related to the infringement by the Serveantage of any third-party intellectual property rights.
12.1. The Serveantage agrees that he/she shall only be compensated for each listing following the terms and conditions of this Agreement and the amount specifically defined in schedule 1.
12.2. Partner will pay the Serveantage (Listing Fee and any additional costs (if any) that have been approved in writing by Partner) as and when Partner itself realizes payments/fees from Brands who have engaged Partner for advertising/marketing their products/services. Such payment shall be based on the agreed Listing Fee and the number of approved and published Listing verified by the Partner. In any event, the Serveantage shall be entitled to payment when the campaign for the particular/relevant Supported Brand ends.
12.3. Reasonable costs made by the Serveantage in the execution of the services provided to the Partner, such as travel or accommodation costs, will only be reimbursed by Partner if the Serveantage has received prior written approval by the Partner to incur such costs.
12.4. The Partner and the Serveantage may also agree on a different listing fee for any particular project or campaign associated with any of the Brands. The terms and conditions for such engagement may be agreed upon between Partner and the Serveantage separately on a project-to-project basis failing which the terms of this Agreement shall continue to apply.
12.5. The Serveantage is responsible for accurately verifying the nominated bank account details.
13.1. This Agreement shall be governed by and construed following the provincial/state/country laws of the United States of America. The relevant courts shall have exclusive jurisdiction over any claim related to this Agreement.
14.1. None of the Parties shall be responsible for failure or delay in performance hereunder if such failure or delay is due to an act of God, war, fire, strike, differences with workmen, accident, equipment breakdown, governmental acts (including but not limited to the blocking/banning of the Platforms from being accessed in the United States of America) or requirements, shortages of labour, materials, containers or transportation equipment delays in transportation, or transportation, or other causes, either similar or dissimilar to the foregoing, beyond the Parties’ control.
15.1. The Parties hereby agree that;
(a) if any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any controlling law, the validity of the remaining portions or provisions shall not be affected;
the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid.