2.1.1 Caster, includes but is not limited to, Gamers, Influencers, Bloggers, and Social Media Platforms. 

2.1.2 Caster Reward Program is a policy formulated by the Company that consists of benefits and rewards agreed to be given to the Caster under various circumstances, including but not limited to, the number of views on Caster’s content. Depending on the circumstances mentioned in the policy, the rewards to be given to the Caster in consideration of his/ her Services will vary. 

2.1.3 Intellectual Property Right means and includes but is not limited to, innovations, improvements, processes, technical know-how, techniques, source code of the website, content made literary and artistic works, schematics, patents, its trademarks, trade names, designs, patents, and copyrighted works, notes, agreements/contracts entered by the website, formulas, in-house software’s, VPN etc.  

2.1.4 Personally Identifiable Information (PII) shall mean and include any information or set of information, whether alone or in combination with other personal information gathered, processed, used or stored by the Company which is sufficient to identify the User. 

2.1.5 Services include but are not limited to, registering for the events/ games/ tournaments organized on Company’s website and other services available on the Company’s website. 

2.1.6 Social Media Page includes but is not limited to, Facebook, Twitter, Instagram, Twitch, and Telegram, Discord used by the Caster as a medium for sharing / promoting information and creating web content. 

2.17 Third Party shall mean and include, gaming platforms, associations, third-party websites, and social community pages including but not limited to Discord and Telegram or any other entity whose facilities are being utilized by the website to provide Services to the Users. 

2.1.8 User includes but is not limited to, the members, users, and participants using/ accessing the Company’s website or the Social Media Page used by the Caster as a medium for sharing/ promoting information and creating web content.  

2.2 In this Agreement, unless the context otherwise requires: 

2.2.1 For the purpose of this Agreement, where the context so admits, (i) the singular shall be deemed to include the plural and vice-versa, (ii) the word “include” and “including” shall be construed without limitation. 

2.2.2 The headings and sub-headings are inserted for convenience only and shall not affect the construction and interpretation of this Agreement. 

2.2.3 Unless otherwise specified, all references to recitals, clauses and schedules are to Recitals to, Clauses of, and Schedules to, this Agreement; 

2.2.4 Unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa and reference to one gender includes reference to the other gender; 

Clauses of, Recitals and Schedules too, this Agreement shall be deemed to form an integral part of this Agreement; 

2.2.5 Any date or period of time mentioned in this Agreement shall, unless extended by mutual written agreement of the Parties prior to the expiry of the specified date or period of time, be of the essence. 

3. EFFECTIVE DATE 

This Agreement shall come into effect from the date of acceptance of the Terms of this Agreement and shall continue to be in force unless terminated earlier in accordance with the terms and conditions of this Agreement.  

4. ENGAGEMENT AND SERVICES 

4.1 The Company hereby engages the Caster as its marketing and promotional personnel and the Caster hereby accepts such engagement to render the Services as defined in Schedule A of this Agreement, to the Company, during the Term, for the endorsement of the Company’s Services, subject to terms of this Agreement. The Caster shall render the Services and perform his/ her obligations under this Agreement, as per the terms stipulated under this Agreement. 

4.2 The Caster hereby agrees that he/ she shall use his/ her best endeavours to cooperate with the Company in coordination of a Schedule, as outlined more specifically below: 

4.2.1 Caster shall be intimated by Company in writing of his/ her requirement to provide the Services at least 07 (seven) days in advance. Caster shall, within 04 (four) days of receipt of such communication, inform the Company of his/ her availability or non-availability, as the case may be, for the requested date. 

4.2.2 In case of non-availability, Caster shall within the period of 04 (four) days, suggest 2 (two) alternate dates when he/ she is available to provide the Services. The company shall within 03 (three) working days of the receipt of the communication of the 2 (two) alternative dates provided by Caster confirm any one of such options. 

4.3 Caster agrees to promote the Services, on all fronts and Media, including but not limited to, website, static communications, digital communications, audiovisual including TVC, dealer conferences, and gaming festivals. 

4.4 Caster hereby agrees to cooperate, collaborate, and/or assist third parties, including but not limited to, the sponsors or organizers appointed/recognized by the Company when promoting the Services of the Company.  

4.5 Caster hereby agrees and acknowledges to endorse the Company’s Services  through various forms of Media (including television, offline and online publications, and through his/ her own social media channels such as YouTube, Instagram, etc.) to the extent reasonably agreed between the parties, wherein Caster shall post a minimum of                  posts during the Term, on his/ her social media accounts, including but not limited to, Instagram, Facebook, and YouTube, the Company shall be entitled to use all endorsement Material created featuring Caster, in relation to the Company, on all forms of Media, only during the Term of the Agreement. However, materials featuring Caster uploaded on social media accounts of the Company during the Term of the Agreement, can continue to remain uploaded even after the expiry of the Term of the Agreement. However, the Company shall not use the material for doing any new endorsement, promotion, or social media posts or use his/ her pictures or videos for doing any promotion of the Company.  

4.6 In deference to Caster’s recognition as a well-known public personality, the Company hereby agrees that it shall not make any defamatory statement and/or any statement or portray Caster in a manner that is derogatory to Caster’s reputation. Likewise, considering the reputation of the Company, Caster hereby agrees and acknowledges that he/ she shall not make any defamatory statement(s) or portray the Company in a manner that is derogatory to Company’s reputation and is likely to cause any harm. 

4.7 The Parties herby agrees that in the event any claim is made by any Third Party, for any reason whatsoever (except on grounds of Caster's default and/or negligence), against Caster in respect of Caster's participation in advertising, marketing, promoting or endorsing Services of the Company covered under this Agreement, Company shall be fully responsible for the same on all accounts, including legal costs in defending such claim made against Caster. The Parties hereby agrees that in the event any claim is made by any Third Party against Company for reason on grounds of Caster's proven default pursuant to this Agreement, Caster shall be fully responsible for the same on all accounts, including legal costs in defending such claims made against Company.  However, both parties shall mutually discuss and co-operate with each other in case of any claims from any Third Party against each other while defending such claims. 

4.8 Notwithstanding anything contained herein, Company agrees and undertakes that upon expiry of the Term or earlier termination or the extended term (if any), it shall not create any new Material and also, immediately cease to use Caster's video and/or audio recordings and/ or his/ her visual representation in any media whatsoever, including publicly displaying, distributing or otherwise disclosing to any Third Party, any and all photographs, portraits, caricatures, silhouettes, video and/or audio recordings and any other visual representation of Caster as Company may create during the Term. However, the Parties acknowledge and are aware that certain displays and other circulations in public domain, which are already made inadvertently continue beyond the Term or renewed Term as the case maybe. Company hereby agrees that in the event that any such continuation of hoardings beyond the Term or renewed Term as the case maybe, is brought to its notice, it shall ensure that hoardings and other circulations are removed within 45 (forty-five) days of receipt of such notice and all shop displays shall be removed as far as practically possible when brought to notice.  

4.9 The Parties hereto shall comply with the applicable prevalent laws, rules and regulations, as may be amended from time to time, that govern this Agreement. 

4.10 Caster’s Approval: 

4.10.1 The details of each Campaign relating to the Services of the Company shall be mutually agreed between Caster and the Company. Further, Caster shall have the right of pre-approval and the right, to review and make modifications to all endorsements and all promotional materials to be used for the Campaign(s), including but not limited to, storyboards, photographs, print ads, event flow for appearances and other promotional materials and their subsequent final form hereof in relation to such Campaign(s) in any mode or medium along with Caster's portrayal prior to the final production and / or publication of the same. It is clarified that pertaining to the promotion materials which are to be used for the Campaign(s), including but not limited to, storyboards, photographs, print ads, event flow for appearances and other promotional materials and final form hereof, Company reserves the right for the final editorial decision for all endorsing material and the same shall be at the sole discretion of Company, where such final decision shall be done in consultation with Caster. 

4.10.2 Company shall seek Caster’s approval, disapproval, or suggestions for modification, as the case may be, within a turnaround time of 6 months upon receipt, by Caster, of any endorsement/materials for review from Company. If approval is not given within the said 6 months, then it shall be considered as approved by Caster. Caster shall have the right, to review and suggest amendments for, all promotional and/ or advertising material in all modes and media (including digital/electronic, physical) including but not limited to biography, press releases, commercials in storyboard form, all photographs, commercials, print ads, sound recordings, event flow for appearances, other promotional materials including in its final form, dubbing, special effects, edits conducted to Caster’s images, principal photography for print advertising for Caster’s portrayal prior to the final production and/ or publication of the same. . Compa shall use its best endeavors to incorporate Caster’s suggestions for modifications. However, Caster undertakes and acknowledges that the final editorial decision with respect to all endorsing material shall be at the sole discretion of the Company, which shall be made in consultation with Caster. 

4.10.3 Company shall ensure that the materials created for the promotion of the Services pursuant to the terms of this Agreement including the Contents provided by third parties, including but not limited to, sponsors and/ or organizers shall not, in any manner whatsoever, result in damaging the image and reputation of Caster. Company shall ensure that it shall not require Caster to hold and/ or consume alcohol or any other substance similar to alcohol, cigarettes, or any other similar substance(s) and that Caster shall not be required to create and/or participate in any visuals/endorsements/ activities that are opposed to public morality or decency. 

4.10.4 For the purpose of this Agreement any approval/disapproval or confirmation of dates of Caster shall be deemed to have been given by Caster and shall be valid and binding on Caster.  

4.10.5 All activities involving Caster shall be based on Caster's approval of the same. It is also agreed that Caster shall not withhold such approval without reasonable cause. In the event, Caster delays in approving the activities for more than 3 (three) days, Caster shall intimate Company of such delay immediately along with the reasoning of such delay and further provide a prospective date by which such activities will be approved. It is clarified that Caster shall have the right to decide the nature of the activities in which Caster shall participate and the clothing/apparel to be worn by Caster in connection with Company endorsement. However, a decision to such effect shall be taken after discussion with the Company. Caster hereby agrees and is aware that Company shall not be capturing/depicting or promoting any other brand/ Company name endorsed by Caster in its communication/endorsements including but not limited to outdoor, television, cinema, internet, posters, newspapers and magazines, point-of-sale merchandise unless mutually agreed otherwise. The company hereby further agrees that Caster shall not be required to create any visuals / endorsements which are opposed to public morality or decency.  

5. INDEPENDENT CONTRACTOR 

5.1 Caster is retained as an independent contractor of Company.  

5.2 Caster acknowledges and agrees that (i) Caster is solely responsible for the manner and form by which Caster performs under this Agreement, and (ii) Caster is a self-employed individual, who performs Services similar to the Services outlined in Schedule A for various entities and individuals other than the Company.  

5.3 Caster is responsible for the withholding and payment of all taxes and other assessments arising out of Caster’s performance of Services, and neither Caster nor any of Caster’s employees or independent Users shall be entitled to participate in any employee benefit plans of Company.  

6. COMPENSATION 

6.1 In consideration of the Services to be rendered and the obligations undertaken by the Caster under this Agreement, the Company shall pay to the Caster, rewards in cash or in kind, as the case may be, as defined and agreed mutually between the parties, under the Caster Reward Program which may vary from time to time, plus the applicable Goods and Services Tax (GST) and/or any other taxes or charges levied by the government from time to time on the amount in accordance with the applicable rates (“Consideration”), against each of the Service being provided, subject to deduction of TDS or any other statutorily required fees, which shall be paid in the manner as agreed upon by the Parties at the time of signing of the Agreement. 

6.2 All payments to be made under the provisions of the Agreement shall be made in Indian Rupees and shall be subject to the deduction of Indian Income Tax under the Indian Income Tax Act, 1961.  Each payment shall be made in favor of the Caster. The company shall forward to the Caster tax deducted at source (TDS) certificates issued by concerned authorities showing the deductions. 

6.3 In the event that the Caster is required to travel on the request of the Company for services to be rendered pursuant to this Agreement, the Company shall be liable to pay all of the expenses and book directly for her in relation to the performance of her services such as a business class airfare tickets, food, local conveyance facilities and hotel accommodation. 

6.4 The Parties hereby agree that payment of the Consideration shall be made directly to the Caster’s account by normal banking channels (cheque/ demand draft/ RTGS) in the account of Caster, as per details provided in the invoice. 

6.5 The Company hereby agrees that the component of Goods and Services Tax and/or stamp duty to be paid on the Consideration shall be borne by the Company. The Company shall pay the GST along with the consideration and the Caster shall ensure that the GST amounts are submitted to the Government.  

6.6  The Parties further agree that the Company shall be liable to pay all other taxes, save and except the tax deducted at source, as applicable on account of Caster such that (save & except TDS) and the Caster is not burdened with any additional taxes, levies or charges.   

6.7 Without prejudice to Caster’s right to terminate this Agreement, the Company hereby agrees that in the event that the Company fails to make any payment due and payable pursuant to this Agreement resulting in consequent delay in payments to the Caster, within a period of ten (10) days of such payment being due, its agreed and understood that the Caster will not be liable or obligated to perform any of the Services until the entire outstanding payment has been made by the Company in accordance with the terms of this Agreement. Moreover, such non-performance by the Caster under this Agreement on the ground of non-payment by the Company, within the stipulated period of time mentioned herein, shall not amount to breach of this Agreement by the Caster. The company shall not be entitled to use the materials in any manner until the payment is outstanding. 

7. TERMINATION OF AGREEMENT  

7.1 Company shall have the right to terminate this present Agreement with a written notice of fifteen (15) days to the other party in the event of the occurrence of any of the following events. Additionally, in case Caster fails to make herself available for a continuous period of 15 (fifteen) days, Company may alternatively send a written notice to Caster stating such default and grant a period of 15 (fifteen) days to rectify such default, and failure of which shall entitle Company to terminate the Agreement upon the expiry of the 15 (fifteen) days period, in the event of the occurrence of any of the following:  

7.1.1 If Caster fails to fulfill any of her obligations hereunder for a continuous period of two (2) months from the date of written notice from the Company to fulfill her commitments hereunder as mentioned in this Agreement, subject to the terms contained herein;  

7.1.2 Any act done by Caster which is directly and materially prejudicial to Company’s reputation; 

7.1.3 If Caster is unable to fulfill her material obligations as mentioned under this Agreement on account of a physical or mental inability/ disability and / or disfigurement continuing for a continuous period of 60 (sixty) days from the date of written notice from Company to cure the breach, if such physical or mental inability/ disability and / or disfigurement is not curable; 

7.1.4 If any court of competent jurisdiction convicts Caster of any criminal activity or moral turpitude which is punishable under the applicable law and which is prejudicial to the interests of the Company and its reputation.; 

7.1.5 Caster’s performance of the Agreement is prohibited by operations of law; 

7.1.6 In the event it is proven that Caster has conducted himself/ herself in a manner that directly/ indirectly, materially and substantially is against decency or morality or if Caster commits any act/s which prejudice or damage the reputation of Company in any manner whatsoever.   

7.1.7 In the event it is proven that the Caster has failed to cooperate, collaborate, and/or assist third parties, including but not limited to, the sponsors or organisers appointed/ recognised by the Company when promoting the Services of the Company.  

7.2 Caster shall have the right to terminate this Agreement with fifteen (15) days prior written notice to the Company, as the case may be, under this Agreement, in the event of the occurrence of any of the following: 

7.2.1 If Company commits any material breach of this Agreement, including failure to make timely payment of the Consideration to Caster pursuant to this Agreement;  

7.2.2 Any act done by Company which is proven to be materially prejudicial to Caster’s reputation; 

7.2.3 Company files for bankruptcy or protection from its creditors or has a petition filed against it for insolvency accepted by a court of law or a receiver or administrator is appointed to the whole or any part of the assets of Company; 

7.2.4 If any of the representations and /or warranties of Company or are found to be false or Company breaches any provision of this Agreement or Company fails to pay the Consideration within the stipulated time or at any time fails, neglect or refuse to fulfill any other obligations hereunder, and fails to cure such breach within seven (7) days of being notified of such breach in writing; Notwithstanding anything stated herein, it is expressly agreed and understood that if Company commits breach in payment of Consideration to Caster in accordance with the payment schedule contemplated in this Agreement, Caster’s obligation to render Services shall stand suspended and shall not be required to render his Services until payment of default amount by Company; 

7.2.5 An order is made, or resolution is passed for the winding up of Company or imposing a ban or any other restriction on Company or its Services. 

7.2.6 Company commits an act which brings the Company into public disrepute, contempt, scandal or ridicule;  

7.2.7 Company ceases to carry on business;  

7.2.8 Company’s performance of the Agreement is prohibited by operation of law or restrictions are imposed on the Services due to applicable law in the Territory; 

7.2.9 Upon any court of competent jurisdiction taking cognizance of an act/omission of the promoters of Company being involved in any criminal or moral turpitude which is punishable under the Indian Penal Code 1860 or any other law for the time being in force which is prejudicial to Caster’s interests and his reputation; or 

7.2.10 Change in control of Company where the promoter(s) of Company taking control of Company are involved in any criminal or moral turpitude which is punishable under the Indian Penal Code 1860 or any other law for the time being in force which is prejudicial to Caster’s interests and his reputation. 

     8. EFFECTS OF TERMINATION 

8.1 Termination or expiration of this Agreement shall not relieve any of the Parties of any liability or obligation it may have to the other, arising out of or related to acts or omissions occurring prior to such termination or expiration. Notwithstanding anything contained under this Agreement, Company hereby understands and agrees that on the termination of this Agreement, Caster shall not be held liable or responsible for the services in relation to this Agreement. Company shall, upon termination of this Agreement, immediately cease the endorsement of Services with Caster’s name, nickname, initials, autograph, photograph, portrait, silhouette, video and/or audio recordings and other visual representation in any mass media whatsoever, including publicly displaying, distributing or otherwise disclosing to any Third Party, any and all photographs, portraits,  silhouettes, video and/or audio recordings and any other visual representations of Caster as created by Company pursuant to this Agreement. The company shall immediately cease to use and/or associate with Caster in any manner whatsoever.  

8.2 The Parties hereby agree that in the event of termination by Caster as per terms of Clause 6.2 above, Caster shall be entitled to the full total Consideration payable by Company no later than 15 (fifteen) days from the date of termination of this Agreement. 

8.3 The Parties hereby agree that in the event of termination by Company as per terms of Clause 6.1 above, Company shall not be held liable to make any payments to Caster over and above the payment on a Pro-Rata Basis up till the date of termination. 

8.4 The Parties hereto agree that in the event of termination of the Agreement by either Party or even after the expiry of the Term of this Agreement neither Party shall not issue any statements resulting in any harm to the image of the other Party. 

9. USAGE AND EXCLUSIVITY 

9.1 It is hereby clarified that Caster shall not consciously promote any competitive brand/ Services during the Term of this Agreement and shall not render any services to any Competitor of the nature of services agreed to be provided herein. 

9.2 It is categorically agreed by the Company that the restrictions contained herein or anywhere in this Agreement shall not apply to and affect the existing contractual agreements/commitments for projects already entered into by Caster. If Caster is a part of a show which has a Competitive Product as its sponsor & if Caster is required to present gifts or take photos with the contestants or guests holding such Competitive Products, the same shall not be considered as a breach as long as Caster is not posing up with the Competitive Product alone or talking about it. 

10.   CONFIDENTIALITY AND EXCLUSIVITY  

10.1 During the course of Caster’s relationship with the Company, Caster will receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and Users of the Company. Caster acknowledges and agrees that such information is an asset of Company, is of a confidential nature and, to preserve the goodwill of Company and its Users, such information must be kept strictly confidential and used only in the performance of Caster’s duties under this Agreement.  

10.2 Caster agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any Third Party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Caster’s performance of Services under this Agreement, and this/ hereafter only with the written permission of Company.  

10.3 Upon termination of this Agreement or upon the request of Company, Caster will return to Company all of the confidential information, and all copies or reproductions this/ hereof, which are in Caster’s possession or control. Caster agrees that during the tenure of this Agreement, and for a three-month term afterward, Caster will not undertake Caster marketing for a competitor in the same vertical as Company. 

11. FORCE MAJEURE  

Both the Parties shall not be liable for failure to perform or any delay in performing their obligation under this Agreement when and to extent that such failure or delay is due to force majeure. “Force Majeure Event” means any event, due to any cause beyond the reasonable control of the Company, including without limitations, unavailability of any communication systems, breach, or virus in the digital processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, lockdown, computer hacking, unauthorized access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication, etc. 

12.      REPRESENTATIONS AND WARRANTIES 

12.1 Each Party represents and warrants to the other Party that: 

12.1.1 It has full power and authority to execute, deliver and perform this Agreement; 

12.1.2 It has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and 

12.1.3 This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof.  

12.2 Company further represents and warrants that: 

12.2.1 It owns and has a clear and unencumbered right and title to Endorsement Products; 

12.2.2 It has full power and authority to enter into, execute and deliver this Agreement and is duly incorporated and existing under the applicable law; 

12.2.3 The Business has a good and creditable standing; 

12.2.4 It has requisite valid statutory licenses/permissions for marketing and / or promoting, selling the Endorsement Products; 

12.2.5 It shall not, during the Term, make any statement, orally or in writing, or do any act to as will disparage the Endorsement Products, or Caster’s image and/or reputation or adversely affect any Campaign for the promotion of the Endorsement Products of which the Commercials form part; Duly noted. 

12.2.6 The Services comply with the applicable laws of the Territory; and  

12.2.7 Company hereby agrees that Caster is a well-known public personality and therefore Company undertakes and declares that nothing in this Agreement shall restrict or prohibit Caster from professionally committing to any activity (including but not limited to a film, serial, reality show, event etc.) during the Term of this Agreement and further, the performance of such other professional obligations by Caster shall not be construed as a breach or failure to comply with the terms of this Agreement by Caster or as a ground for termination of this Agreement by Company.   

12.3 Caster further represents and warrants to Company that: 

12.3.1 There are neither any contracts, agreements or understandings with anyone which are in conflict with this present Agreement and/or restricting or preventing her from performing her obligations as set forth in this Agreement nor any subsisting contracts, agreements or understandings of similar nature with any other person in respect of any products competitive with the Services offered by Company. 

12.3.2 Caster shall not, during the Term, make any statement, orally or in writing, or do any act to disparage the Services of the Company, or his/ her image and/or reputation or adversely affect any Campaign for the promotion of the Services. 

13.2 The Caster acknowledges and agrees that all Intellectual Property Rights including trademarks and logos of the Company and the website shall vest in the Company and the Caster shall not indulge in any act that construes that such trademarks and logos of the Company belongs to the Caster. 

13.3 The Caster acknowledges and agrees that all the Content including but not limited to broadcasting messages, promotional material published/ circulated created by the Caster for the Company, pursuant to the purpose of this Agreement, belongs solely to the Company.  

13.4 The Caster acknowledges and agrees that the Company owns all rights, title and interest in the Services provided on the Company’s website, including the Intellectual Property in the Services and the graphics, programming code this/ hereto, description, photographs, etc. and shall solely vest with the Company. 

13.5 The Caster agrees and acknowledges that the Caster does not have the right to remove, obscure, or alter any proprietary rights notices (including trademarks and copyright notices), which may be affixed to or contained within the Company’s website. 

13.6 The Caster agrees and acknowledges that the Caster shall not use the Company’s website or its Contents for any commercial purpose or make any speculative, false, or fraudulent transaction. 

13.7 Caster is solely responsible for all materials that they upload, e-mail, transmit, or otherwise make available on their Social Media Page. Each Caster represents and warrants that he/ she owns all Intellectual property rights in their Social Media Page Content and that no part of the Caster’s Content infringes any Third-Party rights. Casters further confirm and undertake to not display or use the names, logos, marks, labels, trademarks, copyrights, or intellectual and proprietary rights of any Third Party on the Company’s website. Caster agrees to indemnify and hold harmless the Company, its directors, employees, affiliates, and assigns against all damages, costs, loss, and harm including litigation costs and counsel fees, in respect of any Third Party claims that may be initiated including for infringement of intellectual property rights arising out of such display or use of the names, logos, marks, labels, trademarks, copyrights or intellectual and proprietary rights of the Company, by such Caster or through the Caster’s commissions or omissions.  

14. INDEMNIFICATION 

14.1 The Caster shall indemnify the Company on account of any loss or damage resulting to the Company from any incorrect and inaccurate information of the Company circulated/ distributed on their social media page. In case payment of monetary damages is deemed adequate remedy in Company’s opinion, the Caster undertakes to pay the Company, which shall not forestall the obtaining of any injunctive or equitable relief that the Company deems necessary or appropriate in such circumstances. These remedies shall be in addition to any other remedies the Company may have in law or equity. 

14.2 The Caster shall indemnify and hold harmless the Company for any loss or damage arising out of any illegal, improper, or unethical activities undertaken by the Caster which impinges or harms the reputation of the Company. 

14.3 The Caster shall indemnify and hold harmless the Company and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, resulting from or arising out of a breach of the terms of this Agreement. 

15. GENERAL TERMS.  

15.1 If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties his/ hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not this/ hereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to the law. 

15.2 This Agreement may not be assigned by either Party without the prior written consent of the other, and any such purported assignment shall be void.  

16. DISPUTE RESOLUTION  

16.1 If any dispute arises between the Parties his/ hereto during the subsistence of this Agreement or this/ hereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement or regarding a question, including the question as to whether the termination of this Agreement by one Party his/ hereto has been legitimate, the Parties his/ hereto shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties his/ hereto, after reasonable attempts which attempt shall continue for not less than 30 days (“Discussion Period”), gives a notice this/ hereof to the other Party in writing.  

16.2 The courts of competent jurisdiction in the United States of America shall have exclusive jurisdiction to determine any and all disputes arising out of, or in connection with the Services provided by the Company, the construction, validity, interpretation, and enforceability of the terms of this Agreement. 

17. NON-WAIVER 

No failure by a Party to exercise, nor any delay by the Party in exercising any right, power or remedy his/ hereunder shall operate as a waiver of that or any other right, power of remedy of the Party, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power of remedy. 

SCHEDULE A  

Deliverables/scope of work of Caster 

Schedule of payment – 

The invoice for Company Endorsement will be paid within 7 days of its submission. Caster will raise the invoice on signing the contract.