The following are the “Terms and Conditions” which govern the delivery of the consulting services provided by BLUEHELMET PRIVATE LIMITED (“BHPL”) to the client noted in the applicable Services Schedule (“Client”) which is executed by and between the parties and references these Terms and Conditions.

Please understand that by using our Platform or submitting any Personally Identifiable Information (defined below) to us, you consent and agree that we may collect, use, disclose and retain your information (including but not limited to your Personally Identifiable Information) in accordance with this Privacy Policy and our Terms of Use, and as permitted or required by law. BHPL reserves the right to share the information collected hereunder with its own affiliates. In the event of sale or transfer of all or a portion of our business assets, consumer information may be one of the business assets that are transferred as part of the transaction. If you do not agree with these Terms, then please do not provide any Personally Identifiable Information to us. If you refuse or withdraw your consent, or if you choose not to provide us with any required Personally Identifiable Information, we may not be able to provide you with the services that can be offered on our Platform.

Project Authorization & Services :- 

The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services schedule, BHPL quotation (“Quote”), order form, statement of work or other document executed by the BLUEHELMET SERVICES PRIVATE LIMITED. and Client referencing these Terms and Conditions (each, a “Services Schedule”). The Services may include (a) configuration, implementation, training or other consultation related to a the BLUEHELMET SERVICES PRIVATE LIMITED. product or service that Client has received rights to use under a separate agreement, and/or (b) strategic, advisory, design and/or other consulting services related to digital marketing. Each Services Schedule shall be governed by these Terms and Conditions. Client warrants that the individual executing the Services Schedule is a duly authorized representative of Client

Payment & Services :- 

Services fees are invoiced in full upon receipt of an order, with payment terms of Net 30, except as otherwise specified on the applicable Services Schedule. The fees specified in the Services Schedule are the total fees and charges for the Services and will not be increased during the term of the Services Schedule except as the parties may agree in writing.

Terms & Termination :-

These Terms and Conditions shall remain in effect from the effective date specified in the Services Schedule through the completion of the Services contemplated in the Services Schedule. Each Services Schedule, with respect to the Services, shall become effective on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and shall expire on the date that Services are completed thereunder (“Services Completion Date”). Either party may terminate the Services Schedule upon written notice given to the other party, if the other party materially breaches the Services Schedule and fails to cure such breach within Five (5) days following receipt of notice describing the breach. Upon termination by Client for BHPL’ material breach, Client shall be liable only for payment for the Services rendered through the termination date, and shall receive from BHPL a pro-rata refund of any unused, prepaid fees for Services.

Provision of Services :- 

BHPL will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered within six (6) months from the date they were ordered. Services will ordinarily be performed by a BHPL service representative or other authorized representative of BHPL. Client agrees, however, that BHPL, in its sole discretion, may provide the Services through a third party representative.

Access :- 

Client shall provide BHPL with access to data, materials, software and hardware as reasonably required for BHPL to perform the Services (“Client Materials”). Client hereby grants BHPL a limited right to use such Client Materials solely for the purpose of performing Services hereunder. Client represents and warrants that it has all rights necessary in the Client Materials to provide them to BHPL for such purpose.

Intellectual Property Rights :- 

Client has and will retain sole and exclusive right, title and interest in and to all Client Confidential Information, Client Materials, Third Party Data, and Third Party Account Information (collectively, “Client Property”), including any and all intellectual property rights therein. BHPL has and will retain sole and exclusive right, title and interest in and to all BHPL Confidential Information, BHPL products, BHPL service, and all BHPL technology, platforms, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works Unless expressly stated otherwise in Services Schedule, BHPL will retain all right, title and interest in and to all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing resulting from or used in providing the Services of the type described in Section 1(a) above, excluding any and all Client Property, including any and all intellectual property rights therein (“Configuration Services Results”). Upon full and final payment of all fees and expenses owing to BHPL under the applicable Services Schedule, BHPL is willing to enter into these Terms and Conditions and the Services Schedule and perform Services for Client only in consideration of and in reliance upon the provisions of these Terms and Conditions limiting BHPL’ exposure to liability, including but not limited to the provisions contained above. Such provisions constitute an essential part of the bargain underlying these Terms and Conditions and the Services Schedule and have been reflected in the consideration specified therein.

Independent Contractor :- 

BHPL is, and throughout the term of these Terms and Conditions and the Services Schedule shall be, an independent contractor, and not an employee, partner or agent, of Client. BHPL shall not be entitled to nor receive any benefit normally provided to Client’s employees such as, but not limited to, vacation payment, retirement, health care or sick pay. Client shall not be responsible for withholding income or other taxes from the payments made to BHPL employees or BHPL representatives.

Confidentiality :-  

Each party may have access to information that is confidential and proprietary to the other party (“Confidential Information”). “Confidential Information” shall include any and all technical and non-technical information of each party, including but not limited to (a) patent and patent applications, (b) trade secrets, and (c) proprietary information–mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, Client lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and any other information of a similar nature. Each party agrees not to make Confidential Information available in any form to any third party except to such party’s employees, contractors, agents or service providers who are required to know to allow such party to exercise its rights or perform obligations under these Terms and Conditions or to use the Confidential Information for any purpose other than in the performance of these Terms and Conditions. Each party agrees to take all reasonable steps to ensure that Confidential Information is secure and not disclosed or distributed by such party’s employees or agents in breach of this Section 12. Upon request of the disclosing party, the receiving party will destroy the disclosing party’s Confidential Information, other than archival back-up copy. The obligations of this provision shall not apply to any such Confidential Information which, after the date hereof, becomes publicly available without a breach of these Terms and Conditions, or is disclosed to a third party without similar restriction on the third party’s rights, or is already known in the relevant industry. This Section 12 will survive termination of these Terms and Conditions and the applicable Services Schedule.

Governing Law & Venue :- 

These Terms and Conditions shall be governed by and construed under the laws of the State of Oregon, exclusive of its choice of law rules, as such law applies to agreements between DELHI residents entered into and to be performed within DELHI, except as governed by federal law. Any controversy or claim arising out of or in any way connected with these Terms and Conditions or the Services Schedule, or the alleged breach thereof shall be brought in the state and federal courts located in the State of DELHI. Each party waives any right it may have to assert the doctrine of forum non convenience or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph.

Entire Agreement :-

These Terms and Conditions, together with all applicable Services Schedule executed by the parties constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or in any other Client order documentation shall be incorporated into or form any part of these Terms and Conditions, and all such terms or conditions shall be null and void. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable.