User Agreement

These terms and conditions shall be applicable to all Order Forms entered into by and between OMITECHNO MARKETING PVT LTD (“Provider”) and the Client set forth on the Order Form (“Client”). The Order Form shall be subject to the Terms which are integrated therein by reference. The Order Form and these Terms together shall be jointly referred to as the Agreement.

Provider shall provide the marketing services, campaigns, promotion, and programs (collectively, the “Services”) set forth in the Order Form specifically made subject to the Terms and implemented by both Parties hereto. In the event of any difference between these Terms and the terms of the Order Form, the terms of the Order Form shall control.

• The Exhibits may be updated from time to time as additional services are introduced along with any equivalent additional terms for such service, which shall be effective upon implementation of a new order form for the respective service.
• Client acknowledges and agrees that Client shall only receive the Services set forth in the applicable Order Form and purchased by Client.
• Client agrees and acknowledges that the Services may be provided to the client via Provider’s third-party vendors and/or partners.
• Client acknowledges and agrees that the Services may be reliant on timely receipt by Provider of certain information, content, and materials from Client.
• The client is responsible for implementing any recommendations, HTML code, server-side code, sitemaps, and/or content, as applicable, provided by the Provider in association with the Services. Such recommendation by the Provider and implementation by the Client may involve modifying certain web pages and making configuration changes to the web server, site navigation, or content management system.
• Client grants Provider all rights necessary for Provider to facilitate the provision of the Services to Client hereunder.
• Client acknowledges that Provider cannot guarantee specific delivery or positioning of any creative/advertising placements in connection with the Services.
• Provider may require access to, and Client agrees to provide such access or otherwise make available, any systems, hardware, services, hosting, FTP software or similarly functioning software or content management systems, or other resources deemed required by Provider to fulfill its obligations under this Agreement.
• Provider will charge the account management fee(s) set forth on the Order Form(s) to perform the Services selected on the Order Form. Account administration fees are on a monthly basis and invoiced in arrears.
• In addition to account administration fees, the Provider may charge the Client a one-time technology fee to initiate the Services selected on the Order Form, which fees shall be invoiced on the Effective Date.
• All account management fees and technology fees are non-refundable. In addition to the account management fees and technology fees, the Provider shall statement Client the monthly advertising budget (“Advertising Budget”) set forth on the Order Form, media spend on Google, BING, and/or any added advertising platform in arrears.
• Any amendment to the Advertising Budget must be made in writing via email from the Client and acknowledged in writing via email by (“Provider’s”) designated account manager.
• Advertising Budget modifications must be submitted and recognized in accordance with the previous sentence, at least three (3) business days prior to the commencement of the applicable month.
• Within 28 days of the end of each month, Provider shall provide Client with a report summarizing the costs and charges for the digital media, content and advertising placement purchased in link with the Services with the Advertising Budget for such month, which costs and charges may include additional markup to account for volume commitments and contractual obligations undertaken by Client in exchange for more favorable rate.
• All payments are net 28 days from the date of invoice. Clients on post-pay or credit accounts who exceed a 28-day balance may be moved to a secured account requiring an upfront payment equal to TWENTY-EIGHT DAYS account management fee plus the Advertising Budget.
• In the event Client fails to make any payments in a timely manner, the Provider has the right but is not obligated to, terminate the Agreement with written notice.
• Late payments will be charged a late fee equal to the lesser of 1.5% or the maximum interest rate allowable by law multiplied by the past due amount.
• Client shall be responsible for all taxes due in connection with the transactions contemplated hereunder, except for taxes based on Provider’s income.
• The incurrence of such expense. Client agrees to compensate Provider for installation fees, set up fees, development fees, and other fees or charges resulting from the installation of tracking and analytic codes in connection with the Services or employment of the Services.
• Post-pay accounts and credit accounts are provided at Provider’s discretion. The client may be required to submit a credit application to obtain a post-pay or credit account. Such accounts require an upfront payment equal to one (1) month’s account administration fee plus the Advertising Budget.
• The Agreement shall stay in effect during the term set forth in the Order Form (“Terms”). Unless terminated as provided for in Section 12, the Agreement will automatically renovate for an additional term of equal length to the Term.
• Either party may terminate this Agreement by providing the other party with written notice at least thirty (15) days preceding the end of the Term.
• The Agreement may be terminated by a Party if the other Party materially contravenes the Agreement and does not cure such contravention within Fifteen (15) days following written notice thereof from the non-breaching Party. In the event of a contravene of the Agreement by Client, Services may be suspended by Provider until the contravene of the Agreement is cured.
• The Agreement or an exacting Service may be terminated by Provider upon (i) termination or expiration of the relationship between Provider and the vendor/partner that enables the Services; or (ii) thirty (15) days advance written notice. Upon termination of this Agreement, Provider may get rid of any tracking codes and the like installed by Provider in connection with the Services.
• The rights and licenses granted hereunder to the Client are non-transferable. Client will not, and will not permit any third party to, use or disclose the Services unless expressly permitted under this Agreement.
• If the Services are not made available by Provider in agreement with the explanation of Services herein, Provider shall re-perform the Services without irrational delay, at Provider’s sole expense and without charge to Client. THE PROVIDER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, DESIGN, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE.
• Client hereby grants to Provider and its Affiliates a perpetual, non-exclusive, royalty-free, irrevocable right and license (i) to use, copy, perform, display, distribute and modify the Content in any manner or medium, now recognized or hereafter developed, for Provider to perform the Services, and (ii) to prepare statistical analyses which Provider and its Affiliates may use to improve their services and may combine with other similar data from other Clients and disseminate and otherwise use in aggregate form.
• Client grants Provider the right to (i) use any Content provided by Client in connection with the Services and/or (ii) cross-link (i.e., by placing a tag on Client’s website) any such Content with other advertising developed by Provider.

• Client symbolizes and warrants that:

 (a) the Content will not violate or breach any logical property or other rights of any third party, and that Client has all compulsory licenses and clearances to use, and to allow Provider to use, the Content

 (b) Client has all rights, titles, licenses consents, authorizations, interests, to perform its compulsion under this Agreement, including, but not limited to, a prerequisite of the Content hereunder in connection with the Services and provision of the Services to its Clients and website users

 (c) Client shall comply with all valid laws, rules, and regulations (including, but not limited to, laws regarding the gathering, use, and disclosure of information from visitors to Client’s websites) and industry’s finest practices in connection with the its use of the Services

 (d) Client’s website’s privacy policy and terms of use shall comply with all valid laws, rules and regulations, and industry best practices regarding the Services

 (e) Client shall comply with all valid privacy policies (including Client’s privacy policy), privacy settings, and any other policies, terms of use, terms of service, and guidelines (including, but not limited to, those of search engines, display networks, social networks or directories such as Facebook and Twitter, as applicable) in association with use of the Services under this Agreement.

• Client will defend, indemnify and hold harmless Provider, its vendors, partners, parents, subsidiaries, affiliates and their officers, directors, employees against any and all claims, demands, losses, costs or liability which Indemnities, may incur as a result of, arising from or relating to

 (a) Any breach of the Agreement by Client or any of its officers, directors, employees and agents

 (b) infringement by the Content of a patent, copyright, trademark right, or other intellectual property right of a third party or misappropriation of any third-party trade secret

 (c) Any violation of any law by Client in connection with the transactions contemplated by the Agreement

(d) Client’s products/services, including, but not limited to, defective products sold via the Services

(e) problems/disruptions with the Services caused by third-party services that Client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing, and other services that relate to or impact Client’s use of the Services

(f) use of digital tracking measures in connection with any applicable Services, including but not limited to, conversion tracking, call tracking, reverse proxies, and analytic applications

(g) The web pages linked to from Client website or advertisements and the content therein

(h) The products or services promoted or offered in, or the web pages linked to, from Client website or advertisements

(j) The collection and use by Client of personally identifiable information collected from users of Client’s website or advertisements.

• IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, LOST OR DESTROYED DATA, LOST REVENUES, LOST OPPORTUNITY COSTS, DIMINISHED BRAND OR ANY OTHER ECONOMIC LOSS, OF ANY TYPE OR NATURE, OR FOR EVENTS OR CIRCUMSTANCES BEYOND PROVIDER’S CONTROL, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER OCCASIONAL SHORT-TERM INTERRUPTIONS OF SERVICE NOR INTERRUPTIONS OF SERVICE RESULTING FROM EVENTS OR CIRCUMSTANCES BEYOND PROVIDER’S REASONABLE CONTROL SHALL BE CAUSE FOR ANY LIABILITY OR CLAIM AGAINST PROVIDER HEREUNDER, NOR SHALL ANY SUCH OCCASION RENDER PROVIDER IN DEFAULT UNDER THIS AGREEMENT. PROVIDER’S CUMULATIVE, AGGREGATE LIABILITY IN CONNECTION WITH OR ARISING IN ANY WAY OR IN ANY DEGREE FROM THIS AGREEMENT, OR OTHERWISE FROM THE ACTS OR OMISSIONS OF PROVIDER UNDER ANY AND ALL LEGAL THEORIES WILL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER IN THE 12 MONTHS BEFORE SUCH CLAIM AROSE. CLIENT HEREBY ACKNOWLEDGES THAT THE REMEDIES SET FORTH ON TOP OF ARE REASONABLE AND WILL NOT FAIL OF THEIR ESSENTIAL PURPOSE.

Terms & conditions

• Advanced Analytics. Provider shall provide Client with access to the online reporting tool to view the performance of the Services (e.g., a summary of results for a given time period, insights into website performance, number of visitors, keywords performance, time spent on website, etc.). Additional Terms: The client shall use Advanced Analytics for its internal purposes only.
• Behavioral Content. Provider shall place a tag on Client’s Website to track and use visitor behavior to dynamically serve relevant content on the Website. Additional Terms: The terms set forth in Exhibit C shall apply.
• Call Tracking. The provider will provide a single toll-free phone number (“Toll-Free Number”) for each SEM Campaign or Website, as applicable, and provide reporting on metrics such as time of call, caller ID, duration of the call, and whether the call was answered. Additional Terms: The Toll-Free Number is the asset of the Provider or its licensors and may be removed, modified, or terminated at any time.
• The provider or its agent will provide functionality on the Website that allows visitors to communicate with the Client in real time. Additional Terms: Client acknowledges and agrees that communications that occur and information provided through the Chat functionality may be collected and used by Provider and its agent.
• Dedicated Account Manager. The provider will allot an account manager who will be responsible for maintaining and optimizing digital marketing campaigns based on the Client’s expectations. The Dedicated Account Manager will maintain weekly/monthly communications with the Client via email and/or phone. Additional Terms: The client acknowledges and agrees that the account manager is not responsible for the result/outcome of the campaign.
• Display Creative. Provider will generate display banners based on information provided by the Client. Provider will develop all display banner sizes needed for the Display/Retargeting campaign. The client will need to provide Content, logos, phone numbers, and a draft of the message. Additional Terms: Display banners created by Provider are property of Provider, excluding any Content.
• Display/Retargeting. Provider will create campaigns, which may include retargeting, to promote the Client’s products and services utilizing display networks selected by the Provider. The development of imaginative materials is not included in the Display/Retargeting Service.
• * Hosted Website. Provider shall host, store, and publish the Website for Client. Additional Terms: Client will provide a written privacy statement to Provider to post on the Website that meets the terms with applicable law and that contains the Privacy Policy which may be updated by Provider from time to time, which shall comply with applicable law.
• Listings Data Services. Provider shall provide extended Real Estate listings, postings, advertisements, and/or other content for use on authorized websites and platforms. Online Reporting. Provider will provide to Client about reporting on digital marketing campaigns. Additional Terms: The client shall use Online Reporting for its internal purposes only.
• Provider shall repeat pages from Client’s website to direct visitors who interact with SEM Campaigns for reporting purposes. Additional Terms: Client grants all necessary licenses and permission to Provider and its agency to replicate Client’s website for the Proxy Pages.
• No personally identifying in sequence (PII) of consumers/visitors shall be collected by, though, or on the Proxy Pages. If Client requests the use of Proxy Pages where PII could be collected, Client agrees to assure Provider and its agency against (i) a data breach affecting the PII or (ii) any use of the PII in violation of Client’s Website privacy policy or any applicable law.
• Search Engine Marketing (SEM) Campaigns: Dynamic Listings Campaigns: Provider will use automated technology to produce search engine marketing campaigns based on the Client’s listings (“Listing Data”) as provided through a provide for by Provider-selected third party. Additional Terms: Client shall provide its Listing Data, or authorize such third-party to provide Listing Data, to Provider. Provider shall not be responsible or liable for fees incurred for or related to providing such access to, delayed access to, or failure to provide, Listing Data.
• Managed Campaigns. Provider will create search engine marketing campaigns to promote Client’s products and services on Provider-selected search engines and digital advertising networks. Specific optimization for desktop, tablet, and mobile devices is included.
• Mobile Optimized Campaigns. Provider will create search engine marketing campaigns that are optimized for performance on mobile devices.
• Search Engine Optimization (SEO): Provider will provide search engine optimization services. Additional Terms: The client shall provide the Provider with access to raw log files or existing statistical reporting to facilitate Website traffic reporting. The provider may not be able to perform the SEO Service if the raw log files or existing statistical reporting are unavailable. Client agrees to allow Provider to modify keyword density, positioning, and other SEO-related aspects of the Content without restriction. Provider shall not be responsible for delays, costs, or errors attributable to changes to the website made by Client.
• Social Integrations. Social Advertising: The provider will create advertising campaigns on Facebook, Instagram, and Twitter to promote (“Likes”) and (“Follows”) and/or promote social content and traffic to the Client’s Website. This service does not include the creation of social content for the Client.
• The Provider will manage campaigns to generate fans for the Client on the Facebook platform. These campaigns will encourage followers to (“Like” the client’s page on Facebook. Additional Terms: (must comply with Platform terms, conditions, and policies) Facebook Sponsored Stories: The Provider will manage Sponsored Stories campaigns for the Client on the Facebook platform. These campaigns will promote specific messages for the Client on targeted news feeds and timelines. Additional Terms: (must comply with Platform terms, conditions, and policies) Facebook Display/Pay-Per-Click (PPC)
• The provider will manage Display/PPC campaigns for the Client on the Facebook platform. These campaigns will help drive targeted users to the Client’s Website. Additional Terms: (must comply with Platform terms, conditions, and policies) Video: Provider shall add functionality to Website to display video, and create videos from photos or images of Properties in Client’s Listings. Additional Terms: Client grants all necessary licenses and permission to Provider and its agency to use photos or images of Properties in Client’s Listings for the purposes of creating and publishing videos.
• Website: Provider shall create or convert a website for the Client using a Provider-owned template. Additional Terms: Websites created by Provider are the exclusive property of Provider, excluding any Content. Additional fees will apply if any custom work is required by the Provider to achieve a client request.
• Website Management Services and Updates: The provider will assist the Client with standard (non-custom) management of and updates to the Website. Additional fees will apply if any custom (non-standard) work is required by the Provider to achieve a client request.

License Restrictions. Client agrees as a clause of the license not to:

 (i) copy, use, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means the Behavioral Content Services, Distributed Code, or Reports, except as expressly stated herein
(ii) Sell, rent, lease, host, or sublicense the Behavioral Content Services, the Distributed Code, or the Reports

(iii) Make Client’s login IDs or passwords available to any third party, unless expressly permitted herein

(iv) use, modify, copy, link, translate, or reverse engineer the Distributed Code to enhance or enable usage of any third-party product or service

(v) Remove, obscure, or alter any proprietary notices associated with the Behavioral Content Services, Distributed Code, and Reports

(vi) Use the Behavioral Content Services, Distributed Code, or Reports in violation of applicable laws (including but not limited to use on websites that contain unlawful material such as material that violates applicable obscenity, defamation, harassment, privacy, or intellectual property laws).