1. PAYMENT TERMS:
1.1. Payment terms. The Client must make the payment within 7 days of receiving the invoice.
1.2. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
2.1. If at any point in the first 10 days of the project, the Client decides that Spear Growth is not meeting the standards described herein. The Client may request a refund and Spear Growth must send the first payment back.
3. WORK EXCLUSIVITY:
3.1. The client will not engage with any employee, agency or consultant for the deliverables assigned to Spear Growth while the contract is still in effect unless otherwise agreed to by Spear Growth in writing.
4. OWNERSHIP AND LICENSES
4.1. Client Owns All Work Product. The Client is the sole owner of material created specifically for this project by Spear Growth once the Client pays for it in full.
4.2. Spear Growth's Right To Use Client IP. Spear Growth may need to use the Client’s intellectual property to do its job. The Client agrees to let Spear Growth use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do Spear Growth's job. Beyond that, the Client is not giving Spear Growth any intellectual property rights, unless specifically stated otherwise in this Contract or in writing.
5. COMPETITIVE ENGAGEMENTS.
5.1. Spear Growth won’t work on an SEO content project for a direct competitor(Same offering for same audience) of the Client until this Contract ends unless otherwise stated in writing by the Client.
6. CONFIDENTIAL INFORMATION
6.1. The Client’s Confidential Information. While working for the Client, Spear Growth may come across, or be given, Client information that is confidential. Spear Growth may use this information to do its job under this Contract, but not for anything else unless given written permission to do so.
6.2. Spear Growth’s confidential information. During the term of this project, the client may come across, or be given, information that is confidential. The Client may not disclose this information with any 3rd party without prior written consent from Spear Growth.
7. LIMITATION OF LIABILITY
7.1. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
8.1. Spear Growth may use the Client’s logo, testimonial via quotes, and video interview recordings of how the Client used Spear Growth's services, and the benefits will be published on Spear Growth’s Website and other collaterals.
9. DISPUTE RESOLUTION
9.1. For the timely resolution of disputes that arise in connection with this Agreement, the Parties agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, shall be amicably resolved between the parties. The jurisdiction of the dispute will be New Delhi, India.
10.1. This agreement shall remain irrevocable and Parties shall not revoke or cancel the same in future under any circumstances unless provided by law/court or mutual understanding.
11. FORCE MAJEURE
11.1. Neither Party shall be liable or responsible for any failure or delay to perform any of their obligations under this Agreement when such failure or delay is due to Force Majeure, which term shall include fire, riot, strike, lockout, war, civil commotion, accident, breakdown of plant or machinery, flood, labour unrest, acts of God, omissions or acts of public authorities, changes in law, regulations or policies of the Government or any other reason beyond the control of Parties.
12.1. All services may be used for lawful purposes only. You agree to indemnify and hold Spear Growth Agency harmless from any claims resulting from your use of our service that damage you or any other party.