GENERAL TERMS AND CONDITIONS FOR USE OF THE DATA HUB LLC SERVICES

 In this agreement (the “Agreement”), the words “you” and “your” refer to the party utilizing THE DATA HUB Services and the term “

THE DATA HUB Services” refers to any Services or services (including, but not limited to development, advertising, data, research and reference Services) provided by THE DATA HUB and/or its affiliated companies.

THE DATA HUB RESPONSIBILITIES:

THE DATA HUB undertakes to provide the deliverables of the THE DATA HUB Digital Marketing Package as identified above; and further described in the Order Form; to the Customer. Any change in the Scope of Work shall be mutually agreed upon before THE DATA HUB performs any additional scope via a written Change Request which shall envisage any change in the duration and price arising out of such change. No such change in Scope shall be effective unless the above conditions are fulfilled. Providing services to the Customer through its staff or contractors and carrying out the project under the scope mentioned in the Order Form. The Customer hereby accepts and understands that THE DATA HUB may, for the performance of work in accordance with the scope mentioned in the Order Form, assign the work or a portion thereof to a contractor of its choice, and THE DATA HUB agrees to hold any of its contractors to the same terms and conditions of this agreement and assumes total responsibility for the contractor’s work. THE DATA HUB or its appointed contractor may not be able to provide its services during Force Majeure conditions and shall not be liable (during the period of Force Majeure) to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Service, if the delay or failure was due to Force Majeure conditions affecting its ability to perform any of its obligations under this Agreement including Act of God, fire, flood, earthquake, lightning, war, revolution, act of terrorism, riot or civil commotion, strikes, Power or Internet Outage etc.

 YOUR RESPONSIBILITIES:

The Customer will be responsible for: assigning a coordinator who will be authorized to deal with THE DATA HUB on matters relating to the services supplied; providing THE DATA HUB or its appointed contractor with access to the computer hosting facilities, other specialized third party software and tools; holding formal progress meetings (Via Electronic means), as and when appropriate to discuss progress and any additional requirements; approving, if acceptable, any amendments and enhancements to the overall project. All input(s) and feedback(s) required for the delivery of work allocated to THE DATA HUB.

 WORK FOR HIRE:

THE DATA HUB agrees and understands that its creation and authorship of any and all materials, documents, videos, web pages, graphics, audio clips, programming, code, algorithms, scripts, and applets under this Agreement for Customer constitutes a work made for hire, as that term is defined in Section 101 of Title 17 of the United States Code (the “Copyright Act”). Customer shall at all times retain the sole and exclusive ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents for all products custom produced by THE DATA HUB for Customer by this Agreement.

INDEMNIFICATION:

Customer’s Indemnification: Customer shall indemnify, defend and hold harmless THE DATA HUB, its appointment contractor(s) and its directors, officers, employees, agents, affiliates and subsidiaries against and from all losses, judgments, damages, claims, liabilities, costs or expenses (including without limitation, reasonable attorney’s fees and expenses) that may at any time be incurred by any of them or in connection with: relating to bodily injury, death or real or tangible personal property damage (excluding software, data and related documentation) resulting from Customer’s or Customer’s agents willful misconduct or gross negligence; and in connection with Customer’s failure to comply with any laws or regulations relating to the Services with which Customer is required to comply. in connection with infringement of any third-party rights caused by any of the inputs/materials provided by the Customer. Any third party claim that THE DATA HUB IPRs, any software or hardware used by THE DATA HUB or its appointed contractor in its provision of Services infringe upon any patents of such third party, or any copyrights, trademarks, service marks, trade secrets or other similar proprietary rights of such third party; Provided further that

THE DATA HUB or its appointed contractor shall not be liable to indemnify Customer in the event any losses due to infringement of misappropriation if such infringement or misappropriation arise as a result of: Any materials or Intellectual Property furnished by Customer and utilized by THE DATA HUB or its appointed contractor in providing services; Compliance by THE DATA HUB or its appointed contractor with Customer’s instructions, specifications, modifications, etc; Modification of the work or work product by a party other than THE DATA HUB or its appointed contractor which is not under THE DATA HUB control; Use of either the whole or any portion of the work product, services or deliverables in combination with any third-party work/goods/products/services not furnished or recommended by THE DATA HUB or its appointed contractor.

THE DATA HUB Indemnification: THE DATA HUB shall indemnify, defend and hold harmless Customer, its appointment contractor(s) and its directors, officers, employees, agents, Affiliates and subsidiaries against and from all losses, judgments, damages, claims, liabilities, costs or expenses (including without limitation, reasonable attorney’s fees and expenses) that may at any time be incurred by any of them in connection with any claim by THE DATA HUB employees, agents, directors and officers against Customer for any breach of the terms of employment as between THE DATA HUB and the said employees, agents, directors and officers whether to wages, fees or otherwise. TERMINATION: Should either party fail to carry out its obligations under this Agreement and is in breach which cannot be cured within 31 calendar days the other party may terminate the Agreement with one calendar month’s written notice without prejudice to any other rights available. Where the services are suspended by THE DATA HUB for non-payment of dues, THE DATA HUB shall have the right to terminate this Agreement if such suspension continues for more than thirty calendar days without prejudice to any other rights available to THE DATA HUB under this Agreement or otherwise legally. The Customer may terminate the Agreement for convenience by 30 Calendar days advanced written notice of termination of agreement in writing.

GENERAL:

The Customer confirms that it shall not employ or contract any of THE DATA HUB or its appointed contractor’s employees, directly or indirectly during the term of this Agreement and for a period of 18 months there after. The Customer shall not contact any employee of THE DATA HUB or its contractor for any reason whatsoever beyond the requirement of this project. The Customer shall also not employ or contract any of THE DATA HUB ex-employees or ex-contractors, directly or indirectly, for a minimum period of 18 months after their separation from THE DATA HUB without the consent of THE DATA HUB. For the purposes of this section, “indirectly” shall mean through another company acting as an agent. THE DATA HUB may at its sole discretion assign and/or sub-contract its rights and duties hereunder. Nothing contained in this Agreement shall restrict THE DATA HUB or its contractor from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of THE DATA HUB or its contractor’s personnel relating to the Services which, individually or jointly, is developed or disclosed under this Agreement; provided, however, that in doing so there is no (a) infringement of the intellectual property rights of any party or third parties who THE DATA HUB have licensed or provided materials to the other party, or (b) breach its confidentiality obligations under this Agreement. THE DATA HUB or its appointed contractor may use the Customer’s name and logo as a reference for marketing purposes only. Legal claims made or suits brought in respect of services provided by THE DATA HUB or its contractor or its employees under this Agreement are to be subject to the jurisdiction of the state where THE DATA HUB is registered home office is located.

CONFIDENTIALITY:

All information (commercial, technical, strategic and including the terms of this agreement) exchanged by one party to another shall be kept confidential by the other party and be disclosed to its employees or contractors who need to know only for the execution of this Agreement; but the foregoing shall not apply to any Content or other materials, data or other information which are (a) public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party; (b) already in lawful possession of the recipient at the time of disclosure; (c) received by the recipient from any third party without any obligation of confidentiality; (d) independently developed by the recipient without regard to confidential information; or (e) if any court order compels either party to disclose the confidential information.

ADDITIONAL TERMS REGARDING PAYMENT FOR NON-INVOICED SERVICES:

(a) Payment: You agree to pay THE DATA HUB a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. Payments shall be made at agreed upon intervals (monthly recurring) for the relevant services.(b) Recurring Billing: Your acceptance of these terms constitutes your authorization to THE DATA HUB to automatically charge the credit/debit card provided by you and to continue charging the credit/debit card at the agreed-upon intervals during the term of the agreement. You agree to provide THE DATA HUB with complete and accurate billing and contact information, including: name, street address, e-mail address and the name and telephone number of the authorized billing contact. You agree to provide

THE DATA HUB with updated information within at least thirty (30) calendar days of any change to the billing information. If the billing information is determined to be fraudulent, THE DATA HUB may immediately suspend services and it reserves the right to pursue any and all legal remedies. If your payment is declined, THE DATA HUB may restrict your ability to use the payment method that was declined. Failure of the recurring payment process does not absolve your payment obligations.(c) Cost of Collection and Enforcement: If at any time, you fail to pay two or more scheduled payments, you shall be in default and the full balance of the subscription, including, but not limited to all anticipated monthly payments, shall immediately become due and payable. All past due payments, including any payment that may have been accelerated pursuant to this paragraph, shall incur interest at the rate of one and one-half percent (1 1⁄2%) per month. You agree to reimburse THE DATA HUB for all costs and expenses, including, but not limited to reasonable attorney fees and costs of collection, incurred by THE DATA HUB in connection with the enforcement of these terms or any provision hereof. If THE DATA HUB, as a result of litigation or arbitration, is found in breach of the underlying agreement, or any portion thereof, and Customer initiates litigation or arbitration, then Customer shall be awarded reasonable attorney fees and costs of such litigation or arbitration.

 USE OF THE DATA HUB SERVICES PROVIDED CONSTITUTES YOUR CONSENT TO THIS AGREEMENT. DO NOT USE THE DATA HUB SERVICES IF YOU FIND THESE TERMS UNACCEPTABLE.