ZENCAST MEDIA LLC LTD

TERMS AND CONDITIONS

Zencast Media LLC Ltd., will provide the Services to The Clients on the terms and conditions of this Service Agreement.

IT IS AGREED hence:

1.DEFINITIONS

The Definitions and Interpretation rules for the Service Agreement of Zencast Media have been stated.

2. OPERATIONAL FUNCTION OF THE AGREEMENT

2.1 The methods by which the Client may engage Zencast Media, Request for Services, select the appropriate Zencast Employee and perform other day-to-day activities pursuant to this Contract- fall within the terms and conditions on Zencast’s website, which on incorporation, forms part of this Service Agreement.

2.2 The Client agrees to the point that by entering into this Agreement with Zencast Media, this Agreement does not establish or otherwise constitute an employment relationship or agreement with Zencast. This Agreement also does not create a partnership or agency relationship between The Client and the Zencast Employee who is not authorized by authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.

3. DURATION OF AGREEMENT

3.1 This Agreement will commence on the Commencement Date and will continue on a month to month term until terminated, according to clause 12.

4. PAYMENT AGREEMENT

4.1 The Client must pay Zencast Media LLC Ltd., for Services in amounts, at the set upon time, and upon such terms and conditions on Zencast’s website which, on incorporation forms part of this Service Agreement.

5. NO LIABILITY OF ZENCAST

5.1 Zencast is not liable for any damage, loss, costs or compensation (whether direct or indirect) which The Client may suffer, or for which The Client may become liable, arising from situations of:

a) The introduction by Zencast Media of Zencast Media’s Employees to The Client (or any delay in such introduction);

b) The failure of any Zencast Employee to accept an offer of an Assignment; or

c) The performance of any Zencast Employee who accepts an Assignment with The Client.

6. THE CLIENT’S INDEMNITY TO ZENCAST

6.1 The Client indemnifies Zencast Media LLC Ltd in respect of losses, liabilities or claims arising from or related to:

a) Any acts and omissions of any Zencast Employee when performing his or her obligations during a work with The Client;

b) Any injury suffered by (including death of) a Zencast Employee because of that Zencast Employee performing his or her obligations; and

d) Any damage to property because of the performance of any obligations by a Zencast Media LLC Ltd. Employee.

6.2 The Client indemnifies Zencast Media LLC Ltd., in respect of any claims by a Zencast Employee, arising from the termination of the Zencast Employee Assignment by The Client and/or any breaches of laws applicable in any jurisdiction in which the Zencast Media Employee may operate or provides the Services.

RESTRICTION ON THE DIRECT HIRING OF ZENCAST MEDIA’s SERVICE EMPLOYEES

7.1 If The Client or any other related body corporate make an offer of permanent employment or further projects or different assignments to a Zencast Media Employee who is performing a work for The Client (or who has performed an Assignment for The Client during the previous one year time period) which is accepted by that Zencast Employee , The Client must pay to Zencast Media LLC Ltd., 5,000.00 USD for each Zencast Media employee who has been employed by the Client, which amount may be altered from time to time, at the discretion of Zencast Media LLC Ltd.

7.2 In the situation of termination of this Contract, The Client or a related body corporate cannot make an offer of a contract, permanent employment, further projects or different assignments to a Zencast Media Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve months) until after 12 months following the end of this Contract.

7.3 The Client cannot offer direct contract, permanent employment, projects or assignments to a Zencast Media Employee’s friends, family members, referrals and network to perform an Assignment for The Client without the proper involvement and approval of Zencast Media LLC Ltd.

7.4 Exchanging and asking for any information relating to the agreement such as contract payments and rate between Zencast Media and Zencast Media Employee is strictly prohibited under this agreement.

8. INTELLECTUAL PROPERTY

8.1 All the materials prepared by the Zencast Employee during the term of this Contract shall be the sole property of The Client and the ownership of and any Intellectual Property Rights subsisting in any such work shall vest in The Client. All information regarding The Client’s customers, users, and in particular and without limitation, customers, user of Client’s site, and all rights associated with such information are the exclusive property of The Client.

8.2 In the situation of termination of the Contract, the Zencast Media Employee will immediately deliver any material, software or hardware given by The Client to Zencast Media so that Zencast may return them to The Client, subject to payment of freight changes by The Client.

8.3 Zencast Media LLC Ltd., the Zencast Media Employee and The Client acknowledge and agree that they cannot use, re-use, distribute, publish, license, sub-license, reproduce, create derivative work, copy, supply or communicate any Intellectual Property Right which belongs to the other party except as required by law.

PRIVACY RULES

All parties (including the Zencast Media Employee) agree that they will handle all Personal Information in accordance with the Privacy Laws, and that they will use Personal information solely for the purpose of carrying out their respective obligations pursuant to this Contract.

10. INFORMATION THAT IS SOLELY CONFIDENTIAL

10.1 Subject to 10.2, all Parties may only disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority.

10.2 When a Disclosure Obligation occurs:

a) The Party that is subject to the Disclosure Obligation must inform the other party via writing, of any disclosure required by a Disclosure Obligation before or, if this is not practical, as soon as the disclosure is made.

b) The Party that is subject to the Disclosure Obligation must use justifiable or reasonable endeavors to (and assist the other Party to) restrict distribution of the Confidential Information disclosed and otherwise take all reasonable steps to preserve the confidentiality of the Confidential Information the subject of the Disclosure Obligation.

c) All parties must consult with each other to agree to the content of any announcement the Party, that is subject to the Disclosure Obligation, is required to make (to the extent practical within the requirements of the Disclosure Obligation).

d) The Party that is subject to the Disclosure Obligation must not, without the prior and proper written consent of the other Party, take (or omit to take, or procure, suffer, or permit to be taken) any action as a result of which it may become subject to a legal obligation to disclose Confidential Information, except for actions which necessarily arise in connection with the this Agreement.

11. WARRANTY AGREEMENT

Each party represents and warrants to the other party that:

a) There are no claims, actions, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.

b) It has with it, all the licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Contract, and otherwise complies with all laws and regulations applicable to the performance of those obligations;

c) It has provided, or will provide, its employees, contractors and subcontractors with proper training, information and the procedures to facilitate ongoing compliance with this Contract, the Zencast Media’s Privacy Policy and all relevant laws.

12. TERMINATION OF CONTRACT

12.1 The first party may immediately (or with effect from any later date), terminate this Contract by written notice to the other party if:

a) The other party materially breaches this Contract or any other Contract between the parties and fails to make remedy of such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;

b) A controller, liquidator, receiver, administrator or other like person is appointed for the whole or substantially the whole of the other party’s assets, undertaking or business;

c) A mortgagee or chargee enforces a security, held in respect of the whole or substantially the whole of the other party’s assets undertaking or business;

d) A scheme of arrangement between the other party and its creditors is entered into; or

e) The other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.

12.2 According to conditions applied, The Client may appoint the Zencast Media Employee on a trial basis which is a minimum of 1 hour and a maximum of 10 days. During the trial period The Client may terminate the Zencast Media Employee immediately or at the end of the trial period subject to The Client pre-paying for the period that the Zencast Employee has worked for The Client.

12.3 In situation of The Client complying with the provisions set out in Schedule 1, if the Client appoints the Zencast Media LLC Ltd Employee other than on a trial basis, the Client may terminate the Zencast Media LLC Ltd Employee in the following manner:

(a) If the Zencast Employee has been appointed by The Client for less than 6 months from his or her appointment. Then a period of 30 days notice is required;

(b) If the Employee has been appointed by The Client for more than 6 months, a period of 60 days notice is required;

12.4 All provisions of this agreement that are capable of having effect will survive its termination.

12.5 The expiry of this contract or termination of this Contract will not affect or limit any accrued rights of the parties.

12.6 Upon termination:

(a) The Client will return to Zencast Media LLC Ltd., all of Zencast’s Confidential Information, copies of Zencast Media’s Intellectual Property Rights and any other property Zencast Media has provided to The Client during the Contract; and

(b) Zencast Media and/or the Zencast Media Employee will return to The Client all The Client’s Confidential Information, copies of The Client’s Intellectual Property Rights and any other property The Client has provided to Remove Staff and/or the Zencast Media Employee during the Contract.

13. ACCEPTANCE

The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions on Zencast Media’s website at www.zencastmedia.com, which by incorporation form part of this Contract by:

(a) The Client making a Request for Services; or

(b) The Client appointing Zencast Media to provide services to The Client; or

(c) The Client selecting a Zencast Media Employee; or

(d) The Client making a payment of any amounts listed under Schedule 1, including but not limited to set up fees, monthly fees and/or any payment of Zencast Media invoices (whichever is the earliest); or

(e) The Client making its acceptance electronically or in any other format provided by Zencast Media LLC Ltd.

14. DUTY OF CONFIDENTIALITY

a. Both Zencast Media and the Zencast Employee agree that during this Contract they may each have access to Confidential Information of The Client.

b. Zencast Media and the Zencast Media Employee undertake not to disclose, use or deal with any Confidential Information regarding The Client except:

1. For providing the Services;

2. When required to do so by law; or

3. With the written consent of the Client.

c. Confidential Information shall include, but not be limited to, any information, which relates to the business, processes, operation, methodology, communications, information, techniques, services, pricing, strategies, programming or research or any information that Zencast Media or the Zencast Media Provider acquired during the term of this Contract.

d. On the termination of this Contract, or earlier if required to do so by either party, the Zencast Media Employee shall return to the Client any material containing Confidential Information then in his or her possession, or destroy or delete any copies of such material in his or her possession. Zencast Media Employee must carry out an immediate hand over of all existing tasks.

FEE STRUCTURE- SCHEDULE 1

Regular Billing System

1. If The Client appoints a Zencast Media Employee:

(a) After the trial period has been completed; or

(b) On a basis other than on a trial basis; or

(c) Request for Services

Then The Client must use the Regular Billing System.

2. The Regular Billing System applies to The Client who appoints the Zencast Media Employee on a basis on monthly rates.

3. The Client must pay Zencast Media LLC Ltd., for the Services in advance by using either of the following 2 options:

(a) prepaid payments

(b) regular monthly payments

Via

– Credit Card Online Payment

– Direct Debit of Credit Cards and Bank Accounts

– Electronic Fund Transfer

5. Each payment is to be made in advance or on an agreed fixed monthly date

6. The Clients are able to make payments via electronic fund transfer (EFT) into Zencast Media’s INR bank accounts.

7. If there is a situation of any overtime payments due on Regular Monthly Payments, the amount of overtime chargeable to The Client will be included in the following month’s invoice.

8. The Client at any time may request a refund of the amount held in the Client’s Available Balance subject to a 2 week refund processing period.

Insufficient funds

9. If:

(a) The Available Balance falls below zero; or

(b) The Client does not make any payment under the Prepaid Payment Option and/or the Regular Monthly Payment Option.

Key Values

Committed to Customer Satisfaction
A knowledge-driven company
Building solutions that create rewarding results
Client centric strategies