Register
Terms and Conditions
This Marketing Services Agreement (“Agreement”) is made effective from February 01, 2025, by and between: School of Business Organization Private Limited, a company duly incorporated under the provisions of the Companies Act, 2013 and having its registered office at 129, Ramamoorthy Nagar Tiruvannamalai, Tiruvannamalai, Tamil Nadu, 606604 (hereinafter referred to as “Company”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) AND You (hereinafter referred to as the “User”, which expression shall, unless repugnant to the context or meaning thereof, mean and include their legal heirs and successors).
(The Company and the User, together and collectively for the purpose of this Agreement shall be referred to as the “Parties” and individually as a “Party”, as the context may require.)
GENERAL
A. The Company is a SaaS and digital marketing services provider. The Company is in the business of providing digital marketing services to its Clients (as defined hereinbelow) (collectively referred to as the “Business”).
B. By accepting to this Agreement the User is desirous of engaging in the Marketing Services to the Clients (as defined hereinbelow) of the Company.
C. Further, the Company provides the User with the option of undergoing Training (as defined hereinbelow) to facilitate effective participation of the User in the said activity in accordance with the terms set out herein.
D. This Agreement sets out the mutual agreement and understanding regarding the provision of the Marketing Services by the User and the option of obtaining Training (as defined hereinbelow) in connection therewith.
Both the Company and the User hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
1.1.1. “Affiliate” shall mean in respect to a Person (“Subject Person”), any other Person that, either directly or indirectly through one or more intermediate Persons, Controls, is Controlled by or is under common Control with the Subject Person; and in case of a natural person shall mean his/her parents, spouse, children and their respective spouses and other direct lineal descendants of such Person.
1.1.2. “Clients” shall mean the clients of the Company with whom the Company has entered into a marketing agreement to market the products and/or services of such client.
1.1.3. “Control” shall mean the power (including through one or more Persons) to direct the management or policies of any Person, whether through the ownership of over 50% (fifty percent) of the voting power of such Person or through the power to appoint more than half of the board of directors or similar governing body of such Person or through contractual arrangements or otherwise.
1.1.4. “Dispute” shall mean any disagreement or claim that arises between the Parties.
1.1.5. “Intellectual Property” shall mean any and all now known or existing, or hereafter known or existing, tangible and intangible: (a) rights associated with works of authorship, including copyrights, moral rights and mask-works; (b) trade secret rights, rights in the know-how and Confidential Information (as defined hereinbelow); (c) rights in patents, designs and algorithms and other industrial property rights; (d) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of Law, contract, license or otherwise, including blue prints, diagrams, schematics and operating procedures; and all registrations, applications, renewals, extensions, continuations (including continuations in part), divisions, re-examinations or re-issues thereof now or hereafter existing, made or in force (including any rights in the foregoing).
1.1.6. “Intellectual Property Rights” shall mean and include (i) all rights, title and interest under any statute or under common law including in any Intellectual Property or any similar rights, anywhere in the world, whether negotiable or not and whether registerable or not; (ii) any licenses, permissions and grants in any of the foregoing; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; and (iv) all extensions and renewals thereto.
1.1.7. “Law” shall mean any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, governmental approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter, in any jurisdiction.
1.1.8. “Marketing Services” shall mean the activity of promoting the products and/or services of the Clients by the User in the manner decided by the Company as per Annexure II hereto;
1.1.9. “Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other Person that may be treated as a person under applicable Law.
1.1.10. "Referral" shall mean the referral codes and/or referral links provided by the Company, which enable Users to introduce new individuals to work with the Company under its business framework, solely for the purpose of promoting the Company’s recruitment and outreach initiatives. The Referral Scheme shall be offered by the Company at its sole discretion and does not involve any form of discounted access to services or products.
1.1.11. “SBO Care Portal” shall mean the designated platform on the Users login dashboard on the website of the Company for Users to raise grievances and / or contact the Company.
1.1.12. “User Ledger” shall mean the digital ledger maintained by the Company into which the Marketing Fee (as defined hereinbelow) of the User shall be credited.
1.2. Interpretation
1.2.1. Unless the context requires otherwise, words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine and feminine genders.
1.2.2. References to a number of days shall mean such number of calendar days. When any number of days is prescribed in this Agreement, such number of days shall be calculated exclusive of the first day and inclusive of the last day.
1.2.3. Time is of the essence in the performance of the Parties’ respective obligations hereunder.
1.2.4. In addition to the terms defined in this Clause 1, the terms defined in other Clauses of this Agreement as indicated in double quotes and in bold shall have the meaning assigned to such term therein.
2. REPRESENTATIONS
2.1. Each Party represents to the other Party that:
- 2.1.1. it has requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite actions and consents to do so;
- 2.1.2. it holds and shall continue to hold all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, and for compliance with this Agreement;
- 2.1.3. execution/acceptance and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the, objects of the Company as stipulated in its memorandum of association or by-laws of such Party and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party’s ability to perform its obligations under this Agreement; or (b) a breach of any applicable Law or contract.
3. MARKETING SERVICES
3.1. At the option of the User, and subject to instructions provided by the Company through its designated Supervisors (as defined hereinbelow), the User may opt to engage in the mode of Marketing Services activities of the Company by promoting the products of the Company’s Clients which products will be marketed by the User at the sole discretion of the Company.
3.2. The User shall be permitted to participate in the Marketing Services at the sole discretion of the Company in accordance with the terms of this Agreement. Nothing contained in this Agreement, or any other document entered into between the Parties, shall be construed or deemed to provide the right to the User to engage in the Marketing Services.
3.3. The User agrees and acknowledges that opportunity to engaging in the Marketing Services is subject to the User meeting the evaluation standards set by the Company from time to time.
3.4. For the avoidance of doubt, nothing contained in this Agreement guarantees that the Company shall offer the opportunity to the User to participate in the Marketing Services. The Company may at any time withdraw any Marketing Services offered to the User without any liability to the Company. The Company has the right to terminate the services of the User at any time without assigning reason.
3.5. The Marketing Services will involve the promotion and sale of the products of the Company’s Clients, the details of which shall be intimated from time to time by the Company, either directly or through the designated supervisor appointed by the Company (“Supervisor”).
3.6. The User agrees and acknowledges that it shall not in any manner interfere with the pricing power of the Company in relation to the products of the Client being sold.
3.7. It is hereby agreed and acknowledged by the User that the Company shall not provide free samples of any products in connection with the Marketing Services. The Company shall, however, endeavour to obtain a discount on the products to be reviewed and sold by the User as part of the Marketing Services. Such discounts shall be the result of the discussions of the Company with its Clients and the Users shall not be entitled to interfere in the quantum of the discount.
3.8. The User shall not copy, alter, translate, reproduce, adapt the content of other users provided to it by the Company and the User shall ensure that it undertakes all measures to ensure that there are no instances of theft, piracy, copying or unauthorized reproduction of such content in any format whatsoever. User shall ensure that there is no infringement of the Intellectual Property Rights in relation to such User’s content. If any infringement occurs, the User shall undertake prompt and appropriate action to protect the content and to report the matter to the Company and indemnify the Company of any consequences that may arise as a result of the same.
3.9. The Marketing Services include the creation of digital and physical content by the User (“Marketing Content”) as per Annexure II hereto. The User’s tasks, roles and responsibilities are as listed in Annexure II hereto, and any updates to the same shall be communicated by the Company from time to time depending on the category of the Marketing Services, i.e., services provided as an influencer, content writer or micro-task worker, and such communication shall automatically form part of this Agreement.
3.10. The User agrees and acknowledges that this is a work for hire contract and that the Marketing Content is created for the Company as part of the Marketing Services. The User agrees and acknowledges that the Company shall have full ownership over such Marketing Content created by the User.
3.11. All the Intellectual Property Rights in connection with the Marketing Content created by the User shall remain exclusively with the Company. The User shall not claim any ownership rights over the Marketing Content created by them in connection with the Marketing Services. The User further agrees to waive all moral rights in connection with the said Intellectual Property over the Marketing Content created by them in connection with the Marketing Services.
3.12. The User agrees and acknowledges that apart from the Marketing Fee as provided under this Agreement, the User is not entitled to claim any additional fee or consideration. The User further agrees to render full cooperation to register all Intellectual Property Rights in favour of the Company as necessary.
3.13. The User agrees and acknowledges that the Company shall deal with the content created by the User pursuant to this Agreement in the manner it deems fit, including the right to license, sell or lease the content to any third party or Client. The User shall not interfere in any manner with the usage of the Marketing Content by the Company.
3.14. The User further agrees to use the Marketing Content only as per the instructions provided by the Company. Any unauthorised usage of the Marketing Content created by the User will be deemed to be a material breach of the Agreement.
3.15. The User agrees and undertakes that it shall, on a periodic basis but at least once every fiscal quarter i.e., once in 3 (three) months, review the Privacy Policy (https://sboportal.org.in/privacypolicy) , the website terms and conditions (https://sboportal.org.in/termsandconditions),and the refund policy (https://sboportal.org.in/refundpolicy) of the Company as found on the Company’s website https://sboportal.org.in/.
3.16. It is agreed and acknowledged by the Parties that the Company does not undertake any liability for the quality, performance, specifications, description, merchantability, quantity, or any such other features of the products. Consequently, the User shall use it sole discretion and judgment while providing the Marketing Services. It is acknowledged by the User that any clarifications/ grievances that is raised by the Company’s Clients in connection with the Marketing Services, shall be the sole liability of the User and the User shall keep the Company indemnified from any liability in connection with any claims made by the Clients or any third party.
4. OBLIGATIONS IN CONNECTION WITH THE MARKETING SERVICES
4.1. Without prejudice to the foregoing, the User shall:
- 4.1.1. comply with the policies of the Company in connection with the Marketing Services and act in accordance with the instructions of the designated Supervisor;
- 4.1.2. not incur any liabilities on behalf of the Company or take part in any Dispute or commence or defend any court or other Dispute proceedings or settle or attempt to settle or make any admission concerning any such proceedings on the Company’s behalf, relating to the Company, the Marketing Services, or the products of the Clients, without the prior written approval of the Company;
- 4.1.3. not disparage or degrade the Company or its Clients in any manner whatsoever;
- 4.1.4. publish any unlawful, illegal, immoral, unethical or prohibited content in connection with the Marketing Services;
- 4.1.5. if required by the Company, promptly remove any content uploaded on any platform as instructed by the Company;
- 4.1.6. store all promotional material created in connection with the Marketing Services on secure devices and storage services;
- 4.1.7. not hurt the religious and moral sentiments of any person through the Marketing Services;
- 4.1.8. where applicable, be sincere, conscientious and diligent in undertaking the Training (as defined hereinbelow) and shall adopt best practices during the Training;
- 4.1.9. where applicable, maintain a record of his/her work, and progress during the Training (as defined hereinbelow);
- 4.1.10. at all times, comply with the provisions of this Agreement and applicable laws;
- 4.1.11. not directly deal with the Clients of the Company in any manner whatsoever with respect to or in connection with the Marketing Services, unless expressly permitted by the Company in writing on an exceptional basis;
- 4.1.12. not deface, tamper with or in any way alter the packaging and labelling of the products in any promotional material created or used by them;
- 4.1.13. not provide any incorrect, misleading or ambiguous information about the Client or its products;
- 4.1.14. not infringe any third-party Intellectual Property Rights in any promotional material created or used by them;
- 4.1.15. ensure that only one active Marketing ID is registered and operated per family. If it comes to the Company’s knowledge that a single person has obtained multiple IDs within the same family or is managing multiple such IDs, the stipend payable to such User may be restricted or denied at the sole discretion of the Company, depending on the facts and circumstances of each case. The Company is under no obligation to provide prior intimation before taking such action. Users must ensure and declare that no other active ID exists within their family. If an active ID exists, the same must be disclosed to the Company in advance, and any additional ID(s) shall only be permitted upon specific written approval from the Company, subject to internal policy and case-by-case review. The Company’s decision in this regard shall be final and binding, and Users shall not raise any dispute or claim against the same.
5. SUB-LICENSE OF THE LICENSED TRADEMARKS
- 5.1. The User hereby agrees and acknowledges that they shall not use the brand names, logos, taglines, mottos, trade design and other such trademarks used by the Company, whether registered or not with the appropriate statutory authorities (“Company Trademarks”).
- 5.2. Any unauthorised use (i.e., use without the prior written consent from the Company) of the Company Trademarks by the User or their representatives, legal heirs and agents shall cause irreparable loss to the Company and confusion in the minds of other existing and potential service providers of the Company. Consequently, any unauthorised use of the Company Trademarks by the User or their representatives, legal heirs and agents or any known individual to the User shall make the User liable to pay a penalty of not less than INR 5,00,000 (Rupees Five Lakhs) (“Penalty”).
- 5.3. The levy and recovery of the Penalty shall be without prejudice to the other rights of the Company under Law, equity or otherwise. Further, nothing contained in this Agreement shall restrict the Company from claiming a higher quantum of damages from the User through a court of law having jurisdiction.
- 5.4. The User hereby agrees and acknowledges that the Company shall from time to time obtain the license to use the brand names, logos, taglines, mottos, trade design and other such trademarks of the Company’s Clients for the purposes of selling their products (“Licensed Trademarks”).
- 5.5. The Company represents and warrants that it shall obtain the said license from time to time from the registered owner of such Licensed Trademarks, and in doing so, it shall also endeavour to obtain the right to sub-license the said Licensed Trademarks.
- 5.6. The Company hereby agrees to grant, from time to time, a non-exclusive, non-assignable, royalty free and revocable sub-license to the User to use the Licensed Trademarks for carrying out the Marketing Services.
- 5.7. The User shall use the Licensed Trademarks exclusively in connection with the Marketing Services and as per other instructions of the Company/Supervisor.
- 5.8. The User shall not further license the Licensed Trademarks to any Person whether or not the activity of the business of the Person is similar to the Marketing Services.
- 5.9. The User shall not use the Licensed Trademarks in any unauthorised manner including the duplication, reproduction, abridgement, modification, defacement or medication of the Licensed Trademarks.
- 5.10. The User shall not register any trademark, trade name, service mark, copyright or register or claim any other Intellectual Property of any kind in the Licensed Trademarks, in whole or in part.
- 5.11. The User shall promptly notify the Company of any misuse or infringement of the Licensed Trademarks by any Person.
6. NON-COMPETE AND NON-SOLICITATION
- 6.1. The User shall not in any manner directly engage in any activity or business, whether directly or indirectly, which competes with the Business of the Company.
- 6.2. The User shall not represent itself as an agent or representative of the Company, unless the Company has permitted such agency or representation in writing. In case of any Dispute, the User agrees that it shall be put to strict proof of such authorisation notwithstanding the Company’s involvement in the matter.
- 6.3. More particularly, and without prejudice to the generality of the restrictions contained in this Clause 6, the User shall not open any office using the Company Trademarks.
- 6.4. The User agrees and acknowledges that the breach of this Clause 6 would cause irreparable loss to the Company, and, therefore, the Company is entitled to seek injunctive relief and other such relief under Law and equity including the claim for monetary and other compensation. Upon breach of this Clause with respect to a particular employee, the User shall pay to the other Party liquidated damages which shall not be less than what could be of a reasonable estimate of the costs and expenses that the Company might have incurred in recruiting, training and maintaining such employee.
- 6.5. The User shall not solicit, directly or indirectly, the services of any employee or consultant of the Company in connection with any business whether or not the same competes with the Business of the Company.
- 6.6. The User shall not solicit, directly or indirectly, the services of other users of the Company in connection with any activity which is similar to the Marketing Services.
7. MARKETING FEE
- 7.1. Subject to the terms of this Agreement, the User shall be entitled to the fee for the Marketing Services as set out in Annexure I hereto (“Marketing Fee”) as compensation for the Marketing Services.
- 7.2. The User agrees and acknowledges that the Marketing Fee is directly linked to the successful completion of the tasks assigned by the Company from time to time.
- 7.3. The quantum of the Marketing Fee payable for each task shall be predetermined by the Company and cannot be subjected to any price negotiation. The opportunity to earn a higher Marketing Fee for the Marketing Services on fulfilling the stipulated criteria under promotional schemes may be offered by the Company at its sole discretion. Nothing contained in this Agreement, shall be deemed to create an obligation on the Company to conduct promotional schemes providing higher Marketing Fee to the User.
- 7.4. The User agrees and acknowledges that the Company shall have the right to alter the Marketing Fee at any time after intimation to the User, and such altered fee schedule will be deemed to replace the fee as set out in Annexure 1 hereto.
- 7.5. The User further agrees and acknowledges that the Company is not liable to pay any fee, costs and expenses in connection with the Marketing Services other than the Marketing Fee.
- 7.6. The User shall be solely responsible to discharge all tax obligations in connection with the Marketing Fee except for any tax deducted at source (“TDS”). The User agrees and acknowledges that the Company shall be entitled to deduct TDS as per applicable Law on the Marketing Fee.
8. TRAINING
- 8.1. Subject to the terms and conditions of this Agreement, the User shall be provided the option to undergo training prior to being considered for engagement with the Company and thereby carry out the Marketing Services of the Company (“Training”) with a third party institute identified by the Company which meets the training requirements of the Company or with the Company itself, which training requirements shall be communicated to the User.
- 8.2. All the users who have completed the Training in the manner set out in Clause 8.1 shall be referred to as “Accredited User” and all other users shall be referred to as “Unaccredited User”. For the avoidance of doubt, if the User has not obtained Training as per Clause 8.1 / not completed the certification course at a Company-identified institute or the Company, as the case may be, the User will be deemed to be an Unaccredited User, even if the course/training provided by the unapproved institute is on par with that provided by a Company-identified institute.
- 8.3. Notwithstanding anything to the contrary contained herein, all costs in connection with the Training shall be borne solely by the User and, in case of a third party training institute, such costs shall be directly paid to the third party training institute.
- 8.4. The Training undertaken by the User shall be for a minimum period of 5 (five) months. The User shall be provided a stipend during the period of Training which shall be decided by the Company and communicated to the User.
- 8.5. For the purposes of provision of Training by the Company itself, the Company may provide to the User training materials, documents, presentations, articles, case studies, test questions, videos and other materials, based on the requirement, developed and/or used by the Company in its sole discretion (“Training Materials”).
- 8.6. The Company shall have the liberty to customize, modify, revise, the Training Materials, as and when it may deem fit. It is however clarified that the Company may provide the Training either through its employees or any third party consultants, as the Company may deem appropriate.
- 8.7. The Company makes no warranty as to any results to be attained by receiving the Training or using the Training Materials provided to the User.
- 8.8. The Company does not undertake, represent or warrant that any skills may be obtained by the User through the Training. The User agrees and acknowledges that the Training is specific to the provision of Marketing Services under this Agreement and that the Company does not represent or warrant to provide training for any other purpose or business of a similar nature.
- 8.9. The User agrees and acknowledges that the completion of the Training does not guarantee the right to engage in the Marketing Services.
- 8.10. The User agrees and acknowledges that the Training, or its completion thereof, does not guarantee any employment in the Company or otherwise, and that the Company shall not have any obligation or responsibility to provide or procure employment for the User.
- 8.11. The User agrees and acknowledges that the Training is not a certification program and that the Company has not represented so.
- 8.12. The User agrees and acknowledges Training Materials or other information provided by the Company under this Agreement are furnished on an “as-is” “where-is” basis. The Company makes no express, implied or statutory warranties, including but not limited to any warranties of merchantability or fitness for a particular purpose, any implied warranties arising from statute, course of dealing, course of performance or usage of trade.
- 8.13. The Company shall have the right to conduct an assessment at the end of the period of Training of the User, and if the results of such assessment are not satisfactory, the Company may require the User to undergo further Training. In the event further Training is required, the User may opt to either continue with the further Training or withdraw from the Training, following which the User shall not be allowed to engage in the Marketing Services.
- 8.14. It is hereby agreed and acknowledged by the User that the Training (unless expressly communicated otherwise in writing by the Company) is not being provided by the Company and it is optional for the User to engage in the Marketing Services of the Company.
9. REFERRAL
- 9.1. You, as a registered user (“User”) of the Company, may be provided access to participate in the Referral Scheme offered by the Company.
- 9.2. To participate in the Referral Scheme, you shall be provided with a unique referral code or referral link by the Company.
- 9.3. Under the Referral Scheme, you shall be eligible to receive a commission (“Referral Commission”) for each Successful Referral, subject to a cap of 30 (thirty) Successful Referrals per calendar year, with a further cap of 5 (five) Successful Referrals per calendar month. A Successful Referral shall mean an individual (“Referee”) who:
- registers with the Company using your referral code or link;
- joins the Company as an Unaccredited User;
- actively performs the marketing tasks assigned during a trial period of 15 (fifteen) days (or such other period as may be prescribed by the Company from time to time); and
- subsequently qualifies as an Accredited User, in accordance with Clause 8.2 of this Agreement.
- 9.4. The Referral Commission shall be credited to you after a period of 7 (seven) Business Days from the date on which the referred individual has been confirmed by the Company to have attained the status of an Accredited User and has not opted out or discontinued during the trial or Cancellation Period (if any). The Referral Commission shall be paid to your registered bank account or to such bank account details as may be communicated by you from your registered email ID to the Company’s official email ID [care@sbogroup.org].
- 9.5. Notwithstanding anything contained herein, you expressly agree that the Company reserves the right to withhold the Referral Commission, even in the event of a Successful Referral, if the referred individual does not complete the required trial tasks or fails to become an Accredited User as defined in Clause 8.2 or discontinues participation or withdraws during the trial or Cancellation Period. In such cases, you will be duly notified via email. In the event the Referral Commission has already been transferred to your account, the Company shall have the right to recover the said amount by making a corresponding deduction from your User Ledger (as defined in Clause 1.1.12) or by any other lawful means as may be deemed appropriate by the Company.
- 9.6. The amount of the Referral Commission shall be determined and notified by the Company from time to time, at its sole discretion.
- 9.7. The payment of the Referral Commission shall be subject to applicable taxes and statutory deductions as per the provisions of the Income Tax Act, 1961 and other applicable laws in force from time to time.
- 9.8. Participation in the Referral Scheme is entirely optional and is intended to acknowledge Users whose direct referrals result in meaningful participation and contribution by the referred individuals to the Company’s business operations. The Referral Scheme is structured to offer incentives only where the referred individuals actively engage in marketing tasks and subsequently qualify as Accredited Users. Users shall not be entitled to receive any commission or benefit from indirect or secondary referrals made by their referred individuals. Any future introduction of a joining fee, if any, shall not affect the eligibility criteria for earning the Referral Commission.
10. CONFIDENTIALITY
- 10.1. Each Party acknowledges that during the performance of this Agreement, the other Party may disclose certain Confidential Information to such Party to further the performance of this Agreement. For purpose of this Agreement, the term “Confidential Information” means any and all oral or written information that is not generally known and that receiving Party obtained in the performance of its service/duties in relation to the disclosing Party. The term “Confidential Information” shall include, but shall not be limited to, classified information, inventions, discoveries, know how, ideas, computer programs, source codes, object codes, designs, algorithms, processes and structures, research and development information, lists of clients, and other information relating thereto, financial data and information, business plans and processes, and any other information that disclosing Party may disclose to receiving Party, or that receiving Party may know by virtue of its position or the circumstances in which it learned it. Confidential Information also includes information obtained by the receiving Party in confidence from third parties, including, but not limited to, the disclosing Party’s subcontractors, consultants, or Clients and any other information of a private, confidential or secret nature concerning the disclosing Party whether or not relating to the business of the disclosing Party.
- 10.2. The User agrees that the Company will be authorized to disclose Confidential Information to those of the Company’s employees, officers, directors, agents, advisors, consultants and contractors (collectively “Representatives”) on a need to know basis, and in doing so, it shall ensure that such Representatives are aware of and comply with the obligations of confidentiality prior to such disclosure.
- 10.3. Neither Party shall (i) disclose any Confidential Information to any third party without the prior written consent of the disclosing Party; (ii) reproduce Confidential Information in any form except as required to perform its obligations under this Agreement; or (iii) publish, reverse engineer, decompile or disassemble any Confidential Information disclosed by the other Party;. The Parties shall promptly provide the other Party with written notice of any actual or threatened breach of this Clause.
- 10.4. By agreeing to this agreement with the Company in promoting products or services of the Company and its clients, the User acknowledges and agrees that the Company may share the User’s publicly available social media profiles and other task-related URLs (such as posts, campaign links, promotional content, etc.) with third parties for verification, transparency, and performance tracking purposes. The Company shall only share information that is already publicly accessible and relevant to the promotional activities undertaken by the User. No private or sensitive information shall be disclosed without the User’s prior consent.
- 10.5. The provisions of the above Clause 10.2. shall not apply to:
- 10.5.1. disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement; or
- 10.5.2. disclosure, after giving prior written notice to the other Party to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under applicable Laws, regulations or processes of any government authority or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement.
- 10.6. The receiving Party further agrees that upon expiry or termination of this Agreement it shall not itself or through any subsidiary or agent or otherwise, sell, license, sub-license, market, distribute or otherwise deal with any of the Confidential Information (in whole or in part) except to the extent permitted by the disclosing Party.
11. INDEMNIFICATION
- 11.1. Each Party shall, at its own expense, defend, indemnify, and hold the other Party and its officers, directors, agents, employees, and consultants harmless for damages, liabilities, claims, direct losses, costs, demands, suits, actions, and reasonable expenses (including but not limited to reasonable attorneys’ fees and settlement costs) (collectively, “Damages”) arising out of or related to any third party suits or claims brought against the indemnified Party (i) arising out of or related to the indemnifying Party’s violation of any applicable Laws, gross negligence, or wilful misconduct, or (ii) arising out of breach of any of the representations, warranties, covenants or terms of this Agreement.
- 11.2. In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. Further, the Company shall not be liable for any clams or losses, whether or not the claims or losses result in direct, incidental, indirect, remote special, consequential or punitive damages that arise out of the User having taken any actions based on information provided by any third-parties. For the purposes of this Agreement, the third party information shall be deemed to mean any information not provided directly by the Company or posted on its official website and / or on its dedicated telegram channel.
- 11.3. Without prejudice to Clause 11.2 above, the aggregate liability of the Company and its directors, officers, employees and associates under or in connection with this Agreement shall in no event exceed the unpaid fee for the Marketing Services under this Agreement.
- 11.4. Notwithstanding anything to the contrary provided in this Agreement, is hereby acknowledged by the User that the Company its officers, directors, agents, employees, and consultants shall take no responsibility or be liable to the User for any damages, liabilities, claims, direct losses, costs, demands, suits, actions, and reasonable expenses (including but not limited to reasonable attorneys’ fees and settlement costs) that arise directly or indirectly in relation to the Training that is being provided by a third party entity and all disputes in relation thereto lies solely with such third party.
12. TERM, TERMINATION AND EFFECT OF TERMINATION
- 12.1. This Agreement may be terminated in the following ways:
- upon mutual agreement of the Parties; or
- By a Party, in the event the other Party commits a material breach of this Agreement. A breach shall be deemed “material” when such breach remains un-remedied by the defaulting Party within a period of 30 (thirty) days from the receipt of a written notice to the defaulting Party from the non-defaulting Party specifying the relevant breach / default in reasonable detail; or
- By the Company, at its sole discretion by providing not less than 60 (sixty) days written notice.
- 12.2. 12.2.Upon expiry or termination of this Agreement as per this Clause 12::
- The User shall immediately cease the Marketing Services and return all Confidential Information of the Company and other Intellectual Property;
- The User shall immediately cease the use of the sublicensed trademarks belonging to the Clients of the Company;
- The Company shall within a period of 90 (ninety) days’ pay any amounts due and payable to the User in connection with the Marketing Services after making all applicable deductions including statutory deductions;
- The User shall immediately return all documents, data, facsimiles, literature, articles, and effects including any materials, made available under this Agreement by the Company and the User shall not retain any copies of any of the foregoing nor make any extracts from the documents made available hereunder and for this purpose, the Company shall be entitled to send over a Representative to inspect any and all the premises of the User for the purpose of taking possession of any of the foregoing documents, data, articles or effects
- The User shall not be entitled to claim or receive any compensation, reimbursement or damages from the Company, or any of its Affiliates or any other persons in connection with the expiration or termination of this Agreement.
- 12.3. The expiry or termination of this Agreement shall be without prejudice to the rights of the Parties accrued up to the date of such expiry or termination. The exercise by a Party of its termination rights set forth in this Agreement shall not prejudice any other actions or proceedings which the terminating Party may institute against the other Party
13. NON-WAIVER
No admission or delay on the part of the Company hereto in requiring the due and punctual fulfilment by the User of their obligations hereunder shall be deemed to constitute a waiver by the Company of any of its rights to require such due and punctual fulfilment
14. DISPUTE RESOLUTION
- 14.1. Both the Parties shall resolve any Dispute arising in connection with this Agreement amicably by mutual negotiation. In case no settlement is reached within 60 (sixty) days of one Party’s receipt of a written notice of Dispute from the other Party, all Disputes arising in connection with this Agreement shall then be dealt with by the courts having jurisdiction as per Clause 15 of this Agreement.
- 14.2. Notwithstanding the provisions of this Agreement, the Company shall be entitled to approach any appropriate fora for obtaining an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate.
15. JURISDICTION
Subject to Clause 14, this Agreement shall be governed by the Laws of India and both the Parties agree that the courts at Tiruvannamalai and Chennai shall have the exclusive jurisdiction for resolving any Dispute under or in relation to this Agreement.
16. INDEPENDENT PARTIES
This Agreement is entered into by the Parties on a "principal to principal" basis and the Parties are independent of each other and nothing contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto or their respective representatives or to provide any of the Parties with any right, power or authority, whether express or implied to create any such duty or obligation. Any such unauthorised representation shall cause irreparable harm to the Company, and the User shall be liable to pay the Penalty in addition to any other action that may be brought against them for the breach.
17. ASSIGNMENT
The User is restricted from assigning either whole or part of this Agreement without the prior written authorization of the Company. This Agreement will inure to the benefit of the Parties and their respective successors and permitted assigns. The Company reserves the right to assign, in whole or in part, any and all of its rights and obligations hereunder to any Person.
18. CONSTRUCTION
This Agreement sets forth the entire Agreement and understanding between the Parties with respect to the subject matter hereof and merges all discussions and negotiations among them, and none of the Parties shall be bound by any conditions, understandings or representations with respect to such subject matter other than those expressly provided in this Agreement or duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized officer of the Party to be bound thereby. The Parties agree and acknowledge that they have understood the terms of this Agreement.
19. AMENDMENTS
This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed/accepted, as may be applicable, by the Parties. The User hereby further agrees and acknowledges that amendments to the terms of the Marketing Services will be endeavoured to promptly be intimated to the User by the Company, the Company shall not be under any obligation to take prior consent of the User for amending the terms of the Marketing Services and this Agreement.
20. NOTICES
- 20.1. 20.1.Any notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and shall be deemed received by the Party to which it is sent when transmitted by email and/ or the SBO Care Portal. The email ID of the Company shall be care@sbogroup.org and the email ID of the User shall be as provided by the User while signing up for the Marketing Services.
- 20.2. 20.2.It is hereby clarified that any official communication to be conveyed the User and which is provided by the Company in relation to its operations or any work related matters, will be posted on the official website of the Company and / or the Company dedicated telegram channel(s) as indicated by the Company on its official website, and the User will be solely responsible for checking and complying with such notice and communications, as may be provided by the Company, from time to time but in any event one every fiscal quarter i.e., once in 3 (three) months.
- 20.3. Grievance Redressal: Notwithstanding anything to the contrary provided in this Agreement, in the event the User wishes to raise a complaint for any grievances that may arise out of this Agreement and the provisions of the Marketing Services, such User shall raise a complaint / request on the SBO Care Portal. It is hereby clarified and understood between the Parties that, in respect of any grievance redressal, the SBO Care Portal shall be the dedicated platform to address and resolve any such grievances.
21. FORCE MAJEURE
A Party shall not be liable for any delay or default in the event such Party is unable to perform any of its obligations under this Agreement as a result of natural disasters, actions or decrees of governmental bodies, communication line failures which are not caused due to the fault of the affected Party, or any other delay or failure which arises from causes beyond a Party’s reasonable control and without negligence or wilful misconduct of the Party otherwise chargeable with failure, delay or default (hereafter referred to as a “Force Majeure Event”). The Party whose performance has been so affected shall immediately give written notice to the other Party of the facts, which constitute the Force Majeure Event, and shall do everything reasonably possible to resume performance. For the avoidance of doubt, a Force Majeure Event shall exclude any event that a Party could reasonably have prevented by testing, work-around, or other exercise of diligence. If the period of non-performance exceeds 60 (sixty) days from the receipt of written notice of the Force Majeure Event, either Party may by giving written notice terminate the Agreement.
22. SEVERABILITY
It is the intent of the Parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable Laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.
23. SURVIVAL
The Clauses which by their very nature survive or were intended to survive the expiry or termination of this Agreement, shall survive the expiry or termination of the Agreement.
24. OFFICIAL VISITS
In the event the User intends to visit the Company’s office for any reason whatsoever, a request for such appointment shall be raised on the SBO Care Portal. The Company shall upon review of the reason for such appointment, confirm the date and time of such appointment, at its sole discretion. It shall be the duty of such User with an appointment to be present on time and carry all required documents for verification at the time of the appointment. The requisite documentation will be intimated to such User on the SBO Care Portal.
ANNEXURE I - Schedule of Marketing Fee
- 1. The Marketing Fee payable to the User in connection with the Marketing Services will be decided by the Company and communicated to the User prior to the commencement of the Marketing Services of a particular product or service. For the purposes of this clause, any communication received from the designated Supervisor of the User shall be deemed to be valid instructions.
- 2. The quantum of Marketing Fee is subject to completion of the Training and other qualifications as set out by the Company from time to time. The Company shall be entitled to provide differential payout and additional benefits to Accredited Users over and above what Unaccredited Users may be entitled to.
- 3. The Marketing Fee shall at all times be a percentage of the value of the products or services marketed and sold through the Marketing Services of the User/ or the fee decided by the Company for each task. The Company may, at its sole discretion, offer the user an opportunity to earn a higher Marketing Fee for the Marketing Services under certain promotional schemes conducted in collaboration with its Clients/ seller-partners, and such higher Marketing Fee shall be conditional upon and linked to the User fulfilling the action-based criteria (such as meeting the purchase value on the Client’s/seller-partner’s portal directly by the User) as communicated by the Company.
- 4. Where applicable, the sale will be recorded to the credit of the User on a purchaser using the unique code/link of the User.
- 5. Where applicable, the payment of the Marketing Fee shall be subject to the actual realisation of the purchase value of the products by the end purchasers.
- 6. The Marketing Fee shall be credited to the User Ledger within 14 (fourteen) days of completion of the assigned Marketing Services.
- 7. The User Ledger shall be accessible on the website and mobile application of the Company
- 8. The User shall be entitled to withdraw the balance lying to the credit of the User Ledger subject to Clause 8 and Clause 9 below of this Annexure I.
- 9.The Marketing Fee payable to the User shall be subject to deductions by the Company towards administrative charges and other applicable statutory deductions. The total deduction from the Marketing Fee shall not exceed 20% (twenty percent) of the payable amount. However, in cases where the User’s Permanent Account Number (PAN) is not linked with Aadhaar or where higher withholding is required under applicable laws, the total deduction may be up to 35% (thirty-five percent) of the Marketing Fee. These deductions shall include, but not be limited to, administrative charges and any applicable taxes or statutory withholdings as may be required under law.
- 10. The Marketing Fee payable to the User shall be subject to deductions by the Company towards administrative charges and other applicable statutory deductions. The total deduction from the Marketing Fee shall not exceed 20% (twenty percent) of the payable amount. However, in cases where the User’s Permanent Account Number (PAN) is not linked with Aadhaar or where higher withholding is required under applicable laws, the total deduction may be up to 35% (thirty-five percent) of the Marketing Fee. These deductions shall include, but not be limited to, administrative charges and any applicable taxes or statutory withholdings as may be required under law.
- 11. The User shall be entitled to withdraw amounts lying to the credit of the User Ledger subject to the earmarking as per Clause 9 and after the deduction as per Clause 8 of this Annexure I.
- 12. Any discrepancies in the amounts credited to the User Ledger shall be promptly notified to the Company by the User, which in no event shall exceed a period of 14 (fourteen) days from the date of such credit. Further, notwithstanding the above, any discrepancy in the Marketing Fee shall be notified to the Company by the User within 14 (Fourteen) days of announcement of the Marketing Fee payable for such task.
- 13. Any notification as per Clause 11 of this Annexure I shall be submitted along with all documentary evidence in support of the same. The User shall be required to justify the Marketing Services provided by them by producing evidence of provision of such service.
- 14. Any such notification brought to the notice of the Company within the timelines stipulated herein shall be looked into by the Company and, where there is a mistake, the Company shall rectify the same to reflect the same. In case the Company disputes the claims of the User, the same shall be dealt with as a Dispute as per the terms of this Agreement.
- 15. Withdrawal requests of the User shall be subject to sufficient balance being available in the User Ledger and shall be processed by the Company within 14 (fourteen) business days. The actual credit of the amounts withdrawn by the User from the User Ledger shall be subject to inter alia processing time due to technical issues, the processing time of the sender and receiver bank, etc., and the 14 (fourteen) business day period taken by the Company to process the withdrawal does not include the processing time of the sender and receiver banks.
- 16.In case of any delay in processing the payments from the User Ledger as stipulated in Clause 14 of this Annexure I, the Company shall inform the User of the Same and the User agrees to receive the payment within such extended timelines as communicated by the Company.
ANNEXURE II
Part A - Roles and Responsibilities of an Influencer
- 1.Users in their capacity as an influencer shall post photos and videos (on social media platforms) of the products sold/marketed by the Company’s Clients.
- 2.The User shall obtain the prior approval of the Supervisor prior to posting any material on social media platforms.
- 3.The User shall comply with the guidelines and terms of use of the social media platforms at all times without any recourse/reliance to the Company or any of its representatives.
- 4.The User agrees and acknowledges that the User shall independently use their judgment to determine the legality of any social media post.
- 5.The User shall perform such other tasks as the Company may require the User to undertake from time to time.
Part B - Roles and Responsibilities of a Content Writer
- 1.Users in their capacity as a content writer shall create blog posts and advertising-related content as decided by the Company/Supervisor.
- 2.At the option of the Company/Supervisor, the User shall be required to post the content created by them on social media platforms and/or blogs and third-party webpages.
- 3.The Users shall always be in compliance with the guidelines and terms of use of the platform for which/on which the user content is created/posted.
- 4.The User shall not be reliant on the Company/Supervisor for compliance with guidelines of third-party platforms.
- 5.The User agrees and acknowledges that the User shall independently use their judgment to determine the legality of any social media post.
- 6.The User shall perform such other tasks as the Company may require the User to undertake from time to time.
Part C - Roles and Responsibilities of a Micro-Task Worker
- 1.The User in the capacity of a micro task worder shall perform tasks as determined by the Company/Supervisor.
- 2.The Users shall always be in compliance with the guidelines and terms of use of the platform for which/on which the user content is created/posted.
- 3.The User shall not be reliant on the Company/Supervisor for compliance with guidelines of third-party platforms.
- 4.The User agrees and acknowledges that the User shall independently use their judgment to determine the legality of any social media post.
- 5.The User shall perform such other tasks as the Company may require the User to undertake from time to time.
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