Terms and Conditions
Last updated on November 4, 2021
By placing an order to receive services from Content Charisma, you agree to the following terms and conditions. Kindly read them with care as they put forth the legal agreement between you as the customer, and Content Charisma.
Content Charisma provides content creation in Text, Video, Audio, and Visual Arts formats and also provides other related services viz. Digital PR, Content Planning & Content Calendar, Content Marketing Strategy, Content Management, Content Auditing, Digital Designing, Multilingual Translation (Human), Website Localization, Website Design & Development, Search Engine Optimization Services, PPC Campaigns, Social Media Marketing & Management, Inbound Marketing, Publishing of Guest Posts, and other services (“Services”) more fully described on the website: dipankark3.sg-host.com (“Website”). The Services are provided on a single or multiple order basis as offered by Content Charisma from time to time whenever you need it. The Services are provided through the Website. This Agreement applies to anyone (“You”/“Customer”) who places an order for or otherwise uses the Services to receive Content (which is defined further) and other related Services.
These terms and conditions are collectively referred to as the “Agreement” that contains important information, warranties, conditions, remedies, limitations on representation, and liabilities that are applicable to the Services, therefore read them with care before using the Services.
You agree to the terms and conditions hereof when you click a box indicating your acceptance or by placing an order. If you are an employee or an agent of a legal entity you represent and warrant that you as an individual are authorized by the legal entity to represent it and accept these terms and conditions on its behalf, and that it binds such a legal entity and that such legal entity has full power and authority to enter into this agreement and warrants and performs its obligations as hereunder or otherwise. If you do not accept these terms and conditions, then do not use the Website or any of its Content or Services.
1. DEFINITIONS
For the purposes of this Agreement, in addition to the above terms defined elsewhere in this Agreement, the following terms shall have the meanings attributed to them as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
“Content” means the requested content made available by Content Charisma to the Customer through the Service.
“Customer Data” means all electronic data or information submitted by Customer and/or its Users to the Service.
“Service Fee” means the fees (as accepted to pay while placing an order online) payable by Customer to Content Charisma for the right to receive access to the Service.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
“User” means an individual or a legal entity who is authorized by Customer to use the Services, and who has been supplied a user account and password by Customer (or by Content Charisma at Customer’s request) for the Services.
2. PROVISION AND USE OF THE SERVICE
2.1 Provision of Service. Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement including payment of the applicable Service Fees, Content Charisma shall make the Service available to Customer for Customer’s internal business or personal use during the Term. The Customer’s right to use the Service during the Term shall be in accordance with any additional conditions, restrictions, or parameters specified on the Website.
2.2 User Accounts. User accounts are for use by designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
2.3 Content and Content Providers. Content Charisma engages its recruited and trained content creators (“Content Creators”) in order to develop the Content. The recruited Editors (“Editors”) perform the editing of the Content created by the Content Creators. Content Creators and Editors are contractually bound to maintain the confidentiality of all Customer materials that they may receive through Content Charisma. The Content provided through the Service is based on Content Charisma’s reasonable efforts to engage with responsible and reputable recruited Content Creators and Editors at any given time, and Content Charisma makes no representation or warranty regarding the Content, whether in regards to its accuracy, originality, suitability, non-infringement or otherwise. Content Charisma may submit any Content to a third-party verification tool such as Copyscape to assist in identifying any plagiarism or other intellectual property infringement, Content Charisma accepts no responsibility for either failing to do so or takes no responsibility if such third party tools fail to identify any such plagiarism or other intellectual property infringement, and Content Charisma accepts no responsibility for any infringement by any Content of any third party rights, whether arising due to intellectual property infringement (including without limitation plagiarism) or otherwise. Customers are solely responsible for the review and approval of any and all Content prior to use or publication. Customer is solely responsible for any decision or action that it may take, regarding the use, publication, or distribution of any Content, and Content Charisma accepts no responsibility for any consequences arising from such use, publication, or distribution by Customer (including without limitation any claim for plagiarism, royalties or otherwise).
2.4 Customer. The Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. The Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Content Charisma promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.
2.5 User Guidelines. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
2.6 Publicity. Neither party may issue press releases relating to this Agreement without the other party’s prior written consent. Each party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard guidelines.
3. SERVICE FEES AND PAYMENT
3.1 Service Fees. In consideration for the receipt of the Service, the Customer shall pay Content Charisma the Service Fees specified at the time of placing an order.
3.2 Invoicing and Payment. Service Fees for the Service will be invoiced immediately as soon as payment is received. The Customer is responsible for completing the payment while placing the order for Content Charisma to process the order. The Customer is responsible for maintaining complete and accurate billing and contact information with Content Charisma. Once the Customer has placed an order, it can be changed/altered/revised within 3 hours. If the customer wishes to cancel the order, can do so within 24 hours, and will be charged a 50 percent kill fee.
3.3 Taxes. Unless otherwise stated, Content Charisma’s Service Fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use, or withholding taxes (collectively, “Taxes”). Customers are responsible for paying all Taxes associated with their purchases hereunder, excluding taxes based on Content Charisma’s net income or property. If Content Charisma has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Content Charisma with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.4 Audit Rights. Content Charisma shall have the right to use the capabilities of the Service to monitor the use of the Service and Customer’s compliance with this Agreement.
4. OWNERSHIP RIGHTS
4.1 Rights to Content. Content Charisma agrees that all of its rights to Content (including any of its related Intellectual Property Rights) are assigned to Customer on delivery of such Content to Customer. All moral rights to Content are waived by Content Charisma and its Content Creators.
4.2 Rights to the Service. Subject to the limited rights expressly granted hereunder, Content Charisma reserves all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. Customer and its Users are permitted to access the Service, including the Content, solely for Customer’s internal information purposes. Customer is granted a perpetual, royalty-free, not copy, transmit, reproduce, publicly display, perform, distribute, alter, transmit or create derivative works of any Content or any portion of or excerpts from the Content in any fashion that is not authorized by Content Charisma in writing or expressly permitted in these Terms of Use.
4.3 Restrictions. The Customer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service. The Customers may use any Content or any excerpt from any Content to promote its products or services. External citation to the Content is prohibited without Content Charisma’s express written permission.
4.4 Customer Data. As between Content Charisma and the Customer, the Customer exclusively owns all rights, title, and interest in and to all Customer Data. Customer Data is deemed Customer’s Confidential Information under this Agreement. Content Charisma shall not access Customer’s User accounts, including Customer Data, except to respond to service or technical problems or at Customer’s request or as necessary for the operation of the Service or billing. Customer hereby grants Content Charisma a non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide the Service. The foregoing license shall include the right for Content Charisma to use and copy the Customer Data for the purpose of creating aggregated and anonymized statistical analytics in respect to Service use and other Service and User parameters and characteristics (“Aggregated Statistics”). Content Charisma shall own all Aggregated Statistics created from the Customer Data.
4.5 Suggestions. Content Charisma shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the Service.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
5.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
5.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
5.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
6. WARRANTIES AND DISCLAIMERS
6.1 Warranties. Each party warrants that it has the legal power to enter into this Agreement.
6.2 Disclaimer. Except As Expressly Provided In This Agreement, Content Charisma Makes No Representations And Provides No Warranties Or Conditions Of Any Kind, Whether Express, Implied, Statutory, Or Otherwise, And Specifically Disclaims All Implied Representations, Warranties And/Or Conditions, Including Any Representations, Warranties And/Or Conditions Of Merchantability, Merchantable Quality, Durability, Title, Non-infringement, Satisfactory Quality Or Fitness For A Particular Purpose, To The Maximum Extent Permitted By Applicable Law. To The Maximum Extent Permitted By Law, Content Charisma Further Disclaims All Warranties (I) Relating To The Accuracy, Reliability, Correctness, Or Completeness Of The Content Or Any Portion Thereof That Is Made Available On The Website; (Ii) That The Content Provided Through The Website Will Be Free From Errors, Omissions, Defects, Or Delays In Operation, Or From Technical Inaccuracies Or Other Errors; (Iii) That The Content Shall Not Infringe The Intellectual Property Or Proprietary Rights Of Any Third Party; (Iv) That The Content Will Be Free Of Viruses Or Other Harmful Components; Or (V) That The Website Will Be Available At Any Particular Time Or Location.
7. INDEMNIFICATION
7.1 Indemnification by Customer. Subject to the terms and conditions of this Agreement, Customer shall, at its own expense, defend Content Charisma, its Affiliates and its and their directors, officers, employees, and agents (the “Content Charisma Indemnitees”) in any action, suit, or proceeding brought by a third party against any of the Content Charisma Indemnitees alleging that the Customer Data or Customer’s use of the Service infringes or misappropriate the intellectual property or other rights of, or has otherwise harmed, a third party (“Customer Claims”) and shall indemnify and hold the Content Charisma Indemnitees harmless from and against any settlement amounts agreed in writing by Customer and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against any of the Content Charisma Indemnitees by a court or tribunal of competent jurisdiction in any such Customer Claim. As conditions for such defense and indemnification by Customer, (i) Content Charisma shall notify Customer promptly in writing upon becoming aware of all pending Customer Claims; (ii) Content Charisma shall give Customer sole control of the defense and settlement of such Customer Claims; (iii) Content Charisma shall cooperate fully with Customer in the defense or settlement of such Customer Claims; and (iv) Content Charisma shall not settle any Customer Claims without Customer’s written consent, or compromise the defense of any such Customer Claims or make any admissions in respect thereto.
8. LIMITATION OF LIABILITY
8.1 Limitation of Liability. In No Event Shall Either Party’s Aggregate Liability Arising Out Of Or Related To This Agreement, Whether In Contract, Tort (Including Negligence), Or Under Any Other Theory Of Liability, Exceed The Lesser Of $500 Or The Amounts Actually Paid By And Due From Customer Hereunder In The Two Months Preceding The Incident Giving Rise To Liability.
8.2 Exclusion of Consequential and Related Damages. In No Event, Shall Either Party Have Any Liability To The Other Party For Any Lost Profits Or For Any Indirect, Special, Incidental, Punitive, Or Consequential Damages (Including, Without Limitation, Damages For Loss Of Business, Loss Of Profits, Business Interruption, Loss Of Data, Lost Savings Or Other Similar Pecuniary Loss) However Caused And, Whether In Contract, Tort (Including Negligence) Or Under Any Other Theory Of Liability, Whether Or Not The Party Has Been Advised Of The Possibility Of Such Damages.
8.3 Certain Damages Not Excluded. Notwithstanding The Foregoing, No Limitation Of Either Party’s Liability Set Forth In This Agreement Shall Apply To (I) Damages Arising From A Party’s Breach Of Its Confidentiality Obligations, (Ii) Damages Arising From Any Infringement And/Or Misappropriation Of The Other Party’s Intellectual Property Rights; Or (Iii) Any Claims For Non-payment.
8.4 Beneficiaries. Every right, exemption from liability, release, defense, immunity, and waiver of whatsoever nature applicable to a party under this Agreement shall also be available and shall extend to benefit and to protect such party’s Affiliates, subcontractors, agents, licensors, suppliers, directors and/or employees and for such purposes, such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to such rights, exemptions, releases, defenses, immunities, and waivers.
9. TERM AND TERMINATION
9.1 Term of Agreement. This Agreement shall commence as of the Effective Date and shall continue in effect on a month-by-month basis unless otherwise specified. Either party may terminate this agreement without cause on not less than 30 days prior notice, or by otherwise following any termination mechanism provided for within the Service.
9.2 Termination for Cause. A party may terminate this Agreement for a cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer (but not otherwise), Content Charisma shall refund the Customer any prepaid fees for any periods after the termination of the Agreement.
9.3 Outstanding Service Fees. Termination or expiration of this Agreement shall not relieve Customer of the obligation to pay any Service fees accrued or payable to Content Charisma prior to the effective date of termination or expiration of this Agreement.
9.4 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 10.
10. GENERAL PROVISIONS
10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.2 No Third-Party Beneficiaries. Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.
10.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to Content Charisma shall be addressed to the attention of the Legal Department. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated below.
10.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety (including all pricing plans), without consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business, stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
10.7 Governing Law. This Agreement shall be governed by the laws of the United States, without regard to its conflict of law principles. No choice of laws or rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
10.8 Venue; Waiver of Jury Trial. The provincial and federal courts located in the United States shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
10.9 Force Majeure. Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labor problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service, Content Charisma or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
10.10 Export. Customer acknowledges and agrees that the Service may be subject to export and import controls under the regulations of the United States, and other countries and Customer shall comply with all export and import control regulations of such countries. Customers shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. Customers shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Service.
10.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and the Pricing Plan, the terms of this Agreement prevail unless otherwise expressly provided for in the applicable Pricing Plan. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
