Terms Of Service

BrandSocial Solutions Terms Of Service - Updated 20/12/23

● Services

BrandSocial Solutions Limited will use commercially reasonable efforts to provide the Services and shall complete the services set forth in this agreement in a workmanlike manner with professional diligence and skill in accordance with industry standards. BrandSocial Solutions Limited will have no obligation to begin performance before receipt of all initial non-refundable payments required by this Agreement.

● Disclaimer of Warranty.

The Services provided under this Agreement are provided “AS IS” with no warranties. BrandSocial Solutions Limited specifically disclaims any and all warranties, guarantees, or implied representations including without limitation any warranties, guarantees, or implied representations (i) of any type of results, (ii) of merchantability, (iii) of compliance or conformance with any specifications or timetable, (iv) of conformance with Customer’s needs, (v) of freedom from error, (vi) of timeliness, (vii) of fitness for a particular purpose, or (viii) arising from a course of dealing, usage, or trade practice.

● Independent Contractors.

BrandSocial Solutions Limited will perform all Services as an independent contractor to Customer. Nothing in this Agreement is to be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties. BrandSocial Solutions Limited shall retain the sole and exclusive right to control and direct the manner and means by which its personnel provide the Services. BrandSocial Solutions Limited reserves the right to subcontract any or all of its obligations or rights under this Agreement.

● Grant of Publicity Right.

Customer hereby represents and warrants that it has the power and authority to grant, and hereby grants to BrandSocial Solutions Limited an exclusive worldwide license and right to publicise, market, resell, transfer, reproduce, display or otherwise disclose any information including but not limited to the reproduction of images on Customer’s website used during testing and/or the publication of testing results from services performed, such as case studies, and to use Customer’s name, trademark and/or service marks on the Client Page of BrandSocial Solutions Limited website or that of any of its subsidiaries. BrandSocial Solutions Limited may also feature Customer’s use of services in trade shows, industry forums, marketing collateral or any other medium promoting the use of the same, and develop a press release announcing client relationship with BrandSocial Solutions Limited

● Confidentiality.

BrandSocial Solutions Limited and Customer shall each take reasonable precautions not to disclose to others any confidential information the other party has provided to it during the period of engagement under this Agreement or in the performance of Services, provided that the information is provided in documentary form and clearly identified as confidential information at the time of disclosure. The above requirements do not (a) impose confidentiality obligations on either party regarding information which is or becomes a part of the public domain through no act or omission by that party, which is in that party’s possession or comes into its possession in any manner but from the other party, or which the other party authorises, in writing, for release, or (b) prevent either party from disclosing confidential information to the extent it reasonably believes is required by law or by the rules of any regulatory body which are binding upon the party.

● Non-Solicitation.

So long as BrandSocial Solutions Limited is providing any Services to Customer and for a period of three (3) years thereafter, Customer shall not directly or indirectly solicit or hire any Protected Worker to perform services for Customer or to perform services for any other person, sole proprietorship, partnership, corporation, or other entity. “Protected Worker” means any (i) contractor of BrandSocial Solutions Limited, (ii) employee or ex-employee of BrandSocial Solutions Limited or (iii) employee or ex-employee of any contractor of BrandSocial Solutions Limited

● Limitation of Liability.

Except in connection with a breach of its confidentiality obligations under this Agreement or its gross negligence or intentional misconduct, (a) BrandSocial Solutions Limited’s liability for any claims, damages, costs, expenses, or other legal or equitable remedies, whether arising in contract, tort, or otherwise, will not exceed the amount owed to BrandSocial Solutions Limited by Customer pursuant to this Agreement, (b) in no event will BrandSocial Solutions Limited be liable for any damages caused by any delays, (c) in no event will BrandSocial Solutions Limited be liable for any incidental, special, consequential, or punitive damages regardless of whether or not BrandSocial Solutions Limited may have been advised of the possibility of such damages.

● Indemnification.

Each Party (the “Indemnifying Party”) shall, to the full extent permitted by law, indemnify and hold the other (the “Indemnified Party”) harmless against all damages, costs, charges, expenses, actions, claims, and demands which may be sustained or suffered or recovered or made against Indemnified Party by any third party arising from or in any way related to or connected with

(i) the Indemnifying Party’s breach of this Agreement, or

(ii) the gross negligence or wilful misconduct of the Indemnifying Party.

Indemnifying Party shall further indemnify and hold Indemnified Party harmless against all damages, costs, charges, expenses, actions, claims, and demands which may be sustained or suffered or recovered or made against Indemnified Party arising from or in any way related to or connected with

(i) any Services provided under this Agreement, or

(ii) any other performance hereunder.

This obligation

(a) includes by way of example and not limitation indemnification for claims of advertising injury including without limitation infringement, unfair advertising practices, and defamation,

(b) includes by way of example and not limitation the reimbursement of any legal fees and expenses as they are incurred, as well as any settlement costs incurred, and

(c) shall survive any termination of this Agreement or any provision of this Agreement.

Neither Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.

The Indemnified Party shall promptly notify the Indemnifying Party of any such claim of and:

(i) shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in connection with the defence or settlement of any such claim; and

(ii) at the Indemnified Party’s expense, may participate in the defence of any such claim.

Any failure on the part of the Indemnified Party to promptly notify the Indemnifying Party of any indemnified claim shall only relieve the Indemnifying Party of its obligations hereunder to the extent that the Indemnifying Party is actually prejudiced thereby.

● This Agreement may be signed in counterparts, each of which shall be deemed an original, and may be delivered via facsimile transmission or by sending a digital copy via electronic communication. Such delivery shall have the same force and effect as delivery of an original document with original signatures, and each party may use such a facsimile or digital copy as evidence of the execution and delivery of this Agreement to the same extent that an original signature could be used. Not withstanding any prior course of dealing, custom, usage of trade, or course of performance, this Agreement constitutes the entire and exclusive agreement between BrandSocial Solutions Limited and Customer regarding the subject matter of this Agreement, and it supersedes all prior and concurrent proposals and communications (oral or written) between the parties. No representations or statements of any kind made by any representative of BrandSocial Solutions Limited, which are not stated in this Agreement, shall be binding on BrandSocial Solutions Limited

Customer represents that Customer is not relying on any oral or written guarantees, covenants, representations, or warranties not contained in this Agreement. This Agreement is binding upon BrandSocial Solutions Limited and Customer and their respective successors and assigns. It may be waived or modified (including without limitation the addition of any future Schedules to this Agreement) only by a separate writing, which has been executed by BrandSocial Solutions Limited and Customer, expressly waiving or modifying this Agreement. This Agreement may not be assigned by Customer, whether by operation of law or otherwise without the prior written consent of BrandSocial Solutions Limited

● To the extent that any Schedule may be incomplete or ambiguous, BrandSocial Solutions Limited will have the right to interpret it in the manner in his opinion permits BrandSocial Solutions Limited to comply with this Agreement in the easiest and least costly manner, so long as such interpretation does not cause this Agreement to fail to fulfil its intended purpose or to deprive Customer of the benefit of its bargain hereunder.

BrandSocial Solutions Limited’s right to do this is an intrinsic part of his decision to accept the economic terms and allocation of risks of this Agreement. In the event that there are specific needs, results, or deliverables that Customer expects out of this Agreement, it is Customer’s obligation to include them in the Schedule with clarity and specificity prior to Customer's execution of this Agreement in order to permit BrandSocial Solutions Limited the opportunity to adjust the pricing to take such changes into consideration prior to BrandSocial Solutions Limited's decision to execute this Agreement.