Privacy Policy & Terms Conditions

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These terms and conditions (herein after) shall be applicable to all Order Forms entered into by and between DPT Hub (“Provider”) and the Client set forth on the Order Form (“Client”). Provider and Client are each referred to as a (“Party”) and collectively as the (“Parties”). 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. In consideration of the mutual covenants set forth herein, the adequacy of which is hereby acknowledged by each Party, Provider and Client hereby agree as follows:

1. Services:

Subject to all terms and conditions set forth herein, 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. Descriptions of the accessible Services and corresponding additional terms (“Additional Terms”) are provided in the Exhibit attached hereto, which are incorporated herein by orientation. 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 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. Provider will establish the method, details, and means of performing the Services. Client is responsible for implementing any recommendations, HTML code, server side code, sitemaps, and/or content, as applicable, provided by Provider in association with the Services. Such recommendation by Provider and implementation by Client may involve modifying certain web pages, making configuration changes to the web server, site navigation or content management system. In addition to implementing code recommendations, Client will be responsible for uploading/implementing the appropriate webmaster (“Validation Keys”) necessary to observe the website(s) on the applicable search engines (i.e. Google, Bing, etc.).


2. Authorization:

Client hereby authorizes Provider to act on behalf of Client in connection with provision of the Services to Client under the Agreement. Such authority, includes, but is not inadequate to, ordering the Services from third parties. For the escaping of doubt, Client grants Provider all rights necessary for Provider to facilitate the provision of the Services to Client hereunder. Client shall direct communications regarding the Services only to Provider, unless instructed otherwise by Client. Client agrees to comply with all reasonable requests of Provider necessary for the performance of the Services.


3. Third Party Service:

Client acknowledges that Provider cannot accept any responsibility or liability for the performance, policies or actions of third party digital marketing networks including, but not limited to, search engines, display networks, social networks or directories. Client acknowledges that third party digital marketing networks may drop listings, suspend accounts, impose additional requirements or terms and conditions, or undertake other actions, which may bang the Services, at their discretion. Client agrees that Provider shall not be accountable or liable for any of the foregoing.


4. Placements:

Client acknowledges that Provider cannot guarantee specific delivery or positioning of any creative/advertising placements in connection with the Services.


5. Access:

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.


6. Fees:

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. Account administration fees shall be prorated if the Effective Date is not on the first day of a month. In addition to account administration fees, Provider may charge 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, 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. Advertising Budget may be accustomed during the Term. Any amendment to the Advertising Budget must be made in writing via email from 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 commencement of the applicable month. Unless otherwise agreed in writing by the parties, the Advertising Budget set forth on the Order Form, as modified in writing via email as set forth above, will automatically be designated as the promotion Budget during the Term. Within 30 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 rates. Any unused Advertising Budget shall carry over as a praise to be used in the following month.


7. Payment Terms:

All payments are net 30 days from the date of invoice. Clients on post-pay or credit accounts who exceed a 30 day balance may be moved to a secured account requiring an upfront payment equal to one (1) month’s 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. Such remedy is in addition to any other remedies which may be available to Provider under the Agreement or under applicable law. 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 past due amount. In addition to the late payment penalty set forth above, in the event Client fails to make any of the payments in accordance with the Agreement, Provider may suspend the Services until payment is paid in full. In addition to any outstanding balance, Client shall be liable for all collection agency fees and reasonable attorney’s fees payable by Provider in connection with enforcing Client’s performance of its payment obligations set forth in this Agreement. Client shall be responsible for all taxes due in connection with the transactions contemplated hereunder, except for taxes based on Provider’s income.


8. Reimbursements:

Provider shall be entitled to reimbursement for reasonable brokerage fees, customs fees and other business expenses incurred by Provider in the performance of this Agreement and Client shall have the right to require Provider to provide reasonable documentation supporting the incurrence of such expenses. 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 employ of the Services.

9. Security / Credit:

Post-pay accounts and credit accounts are provided at Provider’s discretion. 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.

10. Term of Agreement:

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.


11. Termination:

Either party may terminate this Agreement by providing the other party with written notice at least thirty (30) days preceding to 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 contravene within thirty (30) 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 a 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 (30) 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 provisions of the Agreement, which expressly or by inference are intended to survive termination or expiration, will survive and continue to bind the Parties.


12. Usage and Ownership.

1. The rights and licenses granted hereunder to Client are non-transferrable. Client will not, and will not permit any third party to, use or disclose the Services, unless expressly permitted under this Agreement. Without limitation of the foregoing, Client will not overturn engineer, decompile, disassemble, or otherwise attempt to separate the source code or interface protocols of the Services. Provider, its partners and/or vendors entirely retain all right, title and interest in and to the Services, in all forms, and all copies, modifications, edits, improvements, additions, and derivative works prepared from or relating to the same, including all worldwide rights to patents, copyrights, trademarks, trade secrets or other intellectual property rights in or relating to the same. The Services shall not represent (“work for hire”). Client is not acquiring any right, title or interest of any nature whatsoever in any Services except the right to use the Services as contemplated in this Agreement. Provider will have the exclusive rights in making any plagiaristic works from the Services or its related work.

2. Client owns, or is authorized to use, any keywords, combination of keywords, Client advertising materials, artwork, links, domain names (URLs), websites, data and content provided by Client to Provider, including Client’s trademarks, service marks, names and logos and the content of any creative material created by Provider that Client approves (collectively, “Content”). 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.

13. Use of Material for Services and Promotional Purposes:

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 grants Provider the right to list, reference or otherwise identify Client as a client of Provider in Provider’s advertising and marketing. In connection with the provision of certain Services, Client agrees and acknowledges that Provider identification may be annotated, and remain within the code or on Client’s web site, identifying Provider as the author and/or service provider. Client also agrees to put Provider’s copyright notices on any reports produce in connection with the Services and the applicable content therein.

14. Confidentiality:

(“Confidential Information”) means any confidential and/or proprietary information provided by Provider to Client beneath this Agreement, including devoid of limitation, any information relating to Provider’s products, Services, costs, prices, vendors, partners, finances, marketing plans, business opportunity, personnel, research, development or know-how; that is (i) obviously designated by Provider as confidential in writing on the supplies at the time of disclosure, (ii) if disclosed orally, designated as confidential at the time of revelation and reduced to writing and designated as confidential in writing within thirty (30) days after oral disclosure, or (iii) given the nature of the information and the circumstances of disclosure, a reasonable person would deem to be confidential. Confidential Information includes, but is not imperfect to, the Services and all associated intellectual property and know-how. Client will not use any portion of the Confidential Information provide by Provider hereunder for any reason other than the purpose contemplated by the Agreement. Client shall protect all Confidential Information received from Provider with the same level of care with which it protects its own Confidential Information, which in no occurrence shall be less than reasonable care. Client shall rapidly notify Provider of any actual or suspected misuse or unauthorized disclosure of the Provider’s Confidential Information. Client shall not reveal Provider’s Confidential Information to any person except for as authorized in writing by Provider. Upon termination of this Agreement and/or upon request by Provider, Client shall quickly return to Provider all of Provider’s Confidential Information in its possession (including all copies and extracts thereof). In connection with a contravene of the confidentiality provisions herein, Provider shall be entitled to seek injunctive release, in any court having proper jurisdiction, in addition to any other remedy that the Provider may have.


15. Client Representations and Warranties:

Client symbolize and warrants that:

(a) the Content will not violate upon 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, title, licenses consents, authorizations, interest, permits, registrations, notices and rights to perform its compulsion under this Agreement, including, but not limited to, 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, regulations (including, but not limited to, laws regarding the gathering, use, and disclosure of information from visitors to Client’s websites) and industry finest practices in connection with 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; and

(f) Client has the full power and authority to enter into this Agreement, and the implementation and performance by Client of this Agreement does not and will not contravene or cause a default under any other agreement, contract or joint venture agreement to which it is a party.

16. Limited Warranty:

If the Services are not make 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, to bring the Services into conformance with the narrative of Services herein. This contract shall be the exclusive warranty available to Client. Client waives any other warranty, state or implied. Client acknowledges that Provider does not warrant that the Services will effort on all platforms or in every circumstance. Client acknowledges and have the same opinion that Provider will not be responsible for the results, productivity or any other measurable metric of the Services. EXCEPT AS SPECIFICALLY PROVIDED HEREIN IN THIS SECTION, 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.

17. Indemnification:

Client will defend, indemnify and hold harmless Provider, its vendors, partners, parents, subsidiaries, affiliates and their officers, directors, employees and agents and their successors and assigns (collectively, (“Indemnities”) against any and all claims, demands, losses, costs or liability (including without limitation reimbursement for reasonable attorneys’ fees and disbursements) 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) Use of the Services and/or Content;

(c) 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;

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

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

(f) 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;

(g) 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,

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

(i) 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 website or advertisements.

18. Limitations of Liability.

IN NO EVENT SHALL 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 (I) $50,000 OR (II) 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.


19. Force Majeure.

No failure, delay, or default in presentation of any obligation under this Agreement (other than payment obligations) will constitute a contravene of this Agreement if it is caused by strike, fire, civil disorder, shortage of materials, labor strife, act of a public authority, riot, work stoppage, cessation of third party supplies or services, vandalism, war, severe weather, natural disaster or other act of God; terrorism; or other cause that is beyond the realistic control of the Party otherwise chargeable, for so long as such cause continues and for a reasonable period of time thereafter.

20. All notices, authorizations and approval with respect to this Agreement shall be deemed given

(i) On the day personally delivered,

(ii) on the third (3rd) business day after deposited in the Indian mail, postage prepaid, certified or registered, return receipt requested, and

(iii) On the commerce day after sent by nationally recognized overnight courier, charges prepaid, return receipt requested. All notices, authorizations and consents to be sent to (a) Licensor shall be sent to Office No. 6, Ground Floor DSIIDC, Scheme 1, Okhla. Phase II, New Delhi - 110020 and to the attention of President, and (b) Licensee shall be sent to the office of business set forth on the applicable Order Form to the awareness of the person set forth thereon.

21. Miscellaneous.

Section titles are for ease only and will not affect the meaning of this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Delhi, without regard to or application of any conflict of law rules or principles. The Parties agree to the exclusive jurisdiction of federal and state courts located in County, India and waive all claims that such jurisdiction is inconvenient, lacks jurisdiction or other claims which seek to modify the agreed upon venue. In the event any party to this Agreement employs an legal representative to enforce any of the terms of the Agreement, the prevailing party shall be entitled to make progress its actual attorney’s fees and costs. This Agreement constitutes the entire agreement between the Parties relating to the subject matter herein and supersedes all prior oral or written agreements, understandings, and representations relating thereto. No change, modification or amendment to this Agreement will be effective or binding unless signed by Client and a duly authorized officer of Provider. Provider shall be retained as an independent service provider. Nothing contained in this Agreement will be construed to generate a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of autonomous Parties. In no event will either Party be liable for the debts or responsibility of the other Party. This Agreement shall be binding upon and insure to the benefit of Client and Provider and their particular successors and assigns. Provider may allocate this Agreement. Client may not assign this Agreement. The waiver by either party of any contravene or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and require strict compliance with every term and condition of this Agreement. Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party. If any term of this Agreement is held invalid, illegal or unenforceable for any cause, the remainder of the provision shall continue in full force and effect, and it is the target of the parties that a valid, legal and enforceable provision with the same intent and economic effect be substituted. Except as may be required by law or contemplated herein, neither Party shall disclose, publicize or advertise in any manner the discussions and/or negotiations giving rise to the Agreement or the being or terms of the Agreement without the prior written consent of the other Party as to the timing, medium and content of such disclosure. The Order Form may be executed in two or more counterparts, each of which will be consider an original and all of which together will constitute one instrument.

Exhibits Follow.

EXHIBIT A


SERVICE DESCRIPTIONS AND ADDITIONAL TERMS

SERVICES:


• 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: 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. Provider will provide 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 call, and whether call was answered.

Additional Terms: The Toll Free Number is the assets of Provider or its licensors and may be removed, modified or terminated at any time.

• Chat. Provider or its agent will provide functionality on the Website that allows visitors to communicate with 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. 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 Client via email and/or phone.

Additional Terms: Client acknowledges and agrees that account manager is not responsible for result/outcome for 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. Client will need to provide Content, logos, phone numbers, and draft of 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. Development of imaginative materials is not included in the Display/Retargeting Service.

Additional Terms: Campaigns created by Provider are property of Provider, excluding any Content. Client represents and warrants that Client shall fulfill with all applicable laws, rules and regulations and industry best practices regarding retargeting programs and that Client’s website (a) contains a privacy policy that (1) permits the operation of a retargeting consumer marketing program, including, but not limited to, the provision of anonymous consumer information to a third-party provider of such a program and (2) provides a link to the Network Advertising Initiative’s consumer opt-out page allowing the consumer to opt-out of such retargeting plans, and (b) provides clear and conspicuous disclosure regarding such retargeting practices. Client understands that the technology required to drive the retargeting program may utilize a pixel (“Pixel”) placed on the Client’s website to set a cookie on the browser of visitors to the Client’s website. Client will place the Pixel on its website in accordance with Provider’s instructions and Client agrees that it shall not remove, modify or move the Pixel.

• 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 meet the terms with applicable law and that contains the Privacy Policy Required Provisions set forth in Exhibit B, which may be updated by Provider from time to time, which shall comply with applicable law.

Additional Terms: The terms set forth in Exhibit C shall apply.

• Listings Data Services. Provider shall provide extend Real Estate listings, postings, advertisements and/or other content for use on authorized websites and platforms.

Additional Terms: The terms set forth in Exhibit D shall apply.

• Online Reporting. Provider will provide to Client about reporting on digital marketing campaigns.

Additional Terms: Client shall use Online Reporting for its internal purposes only.

• Proxy Pages. 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 license and permission to Provider and its agency to replicated 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 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 a 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 which are optimized for performance on mobile devices.

• Search Engine Optimization (SEO): Provider will provide search engine optimization services.

Additional Terms: Client shall provide Provider with access to raw log files or existing statistical reporting to facilitate Website traffic reporting. 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: 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 Client.

Additional Terms: Client shall assist Provider

Facebook Fan Generation: Provider will manage campaigns to generate fans for Client on the Facebook platform. These campaigns will promote followers to (“Like”) Client’s page on Facebook.

Additional Terms: (must comply with Platform terms, conditions, and policies)

Facebook Sponsored Stories: Provider will manage Sponsored Stories campaigns for Client on the Facebook platform. These campaigns will promote specific messages for Client on targeted news feed and timelines.

Additional Terms: (must comply with Platform terms, conditions, and policies)

Facebook Display/Pay-Per-Click (PPC): Provider will manage Display/PPC campaigns for Client on the Facebook platform. These campaigns will help drive targeted users to 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 license 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 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 Provider to achieve a Client request.

Website Management Services and Updates: Provider will assist 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 Provider to achieve a Client request.

EXHIBIT B

Privacy Statement Required Provisions

Privacy Statement Required Provisions:

1. Visitors Consent. Visitors consent to use of their information and information about them in accordance with this Privacy Statement.

1. Site Operator Access. The website is operated by DPT Hub. DPT Hub may have access to information (including personal information). Please visit https://www.digitalpromotionteam.com for more information about DPT Hub’s privacy practices.

3. Type of Information Collected. The following information may be collected when visitors: register for products or services, which may include your name, address, telephone number, email address, Social Security Number, and credit information; make information available to us via social networking logins, such as Facebook, Instagram or Twitter; express an interest in buying or selling their house (such as completing an online quote or lead form); participate in chats, web forums or other interactive sessions; apply for credit on our website.

4.Automated Information. Information regarding your utilization of the website may be collected and/or aggregated through the use of automated means, which may consist of information such as: visitor IP address, the type of browser and operating system used; date and time visitors precise to use our website and pages visited, and if linked from or to another website, the address of that website; emails opened and links clicked on within those emails; and visitor’s ISP or mobile carrier, and the type of handheld or mobile device used.

5. Data Technologies Used and Descriptions. A variety of technologies are used to automatically bring together information, such as cookies, local shared objects, and web beacons (generally referred to as (“Data Technologies). (“Cookies”) are small identifiers sent from a web server that are stored on your device for the purpose of identifying your browser or storing information or settings in your browser. Local shared objects, sometimes known as Flash cookies, may be used to stock up your preferences or display content based upon what you have viewed on a range of websites to personalize your visit. A web encouragement, also known as an Internet tag, pixel tag or clear GIF, links web pages to web servers and their cookies. Unidentified advertising identifiers are increasingly being used on mobile devices and otherwise in a way similar to cookies. Data Technologies include all current and similar future technologies.

One or greater Data Technologies can be used on our internet site and cell applications (that won't be our internet site) via way of means of us, via way of means of any other celebration on our behalf, or via way of means of 0.33 events according with their privateers policies. Data Technologies can be utilized by us and others, on our behalf and on their personal behalf, to transmit statistics to you or approximately you and join statistics approximately you from exclusive sources, websites, devices, and cell applications.

6. Call Tracking.

On our website or in marketing, we may employ a uniquely generated tractable toll-free call number. You may reach us using this one-of-a-kind toll-free phone number. We (or a service provider operating on our behalf) may collect non-personally identifiable information about the call (e.g. date, time, length) as well as personally identifying information if you phone us at one of these toll-free lines (e.g. your name, the number from which your call originated).

7. Location Information.

The DPT Hub may gather information that allows us to pinpoint a specific person or device ("Location Information"). After gaining your approval, the Digital Promotion Team will gather Location Information (e.g., when you agree to provide it after initial access to, or downloading of, the site). DPT Hub may use and share Place Information with third parties to deliver content and services relevant to a certain location, such as advertising, search results, local agencies, and directions.


8. Combined Information and Information from Other Sources. We may combine information that you provide to us with information we receive from affiliates and other sources, as well as with other information that is automatically collected. The combined information may include information about your use of this website or other websites, devices and mobile applications and information from affiliates and other sources.

9. How Information May Be Used. Information collected may be used:

I. for everyday business purposes, such as to establish and manage your user account, provide products and services you request, and provide Client support;

II. To offer our other products or services and/or the products or services of others to you;

III. To evaluate and improve our business, including developing new products and services and analyzing the effectiveness of products, services, applications and websites;

IV. To perform data analyses, including market and consumer research, trend analysis, demographic analysis and financial analysis;

V. to deliver content (including advertising) correlating to your interests and browsing and usage history, both within our website and on other websites and applications; and

VI. To comply with applicable legal requirements and our policies.

6. Targeted Advertisements. We may form alliances with ad networks, which are organizations that offer targeted advertisements to customers and generate statistics and metrics connected to the delivery of interest-based ads. They may use data obtained through a number of Data Technologies to assist us, our affiliates, and other advertisers with customization, auditing, research, and reporting. This data is collected both on our website and on the websites and mobile applications of third parties.

Information Sharing:


17. Affiliates and Third-Parties. Information gathered, including personal information and data from Data Technologies, may be shared with affiliates and Third-Parties, as well as their agents and third-party service providers, who will use it in line with their respective privacy rules.

18. Our Service Providers. On our behalf, we may hire third parties to deliver the services available on or via our website. We require such suppliers to keep information about you confidential and to use it only to provide the services we've requested in accordance with this Privacy Statement.

19. Credit Applications. If you apply for credit through our website or through a third-party link from our website, you will be required to give personal information such as your address, credit information and history, employment, and other financial information in order to complete the application. We may share information about your application with our financial partners so that they can process it and use it in accordance with their privacy rules, but we will not use your personal financial information for interest-based advertising.

20. If you apply for credit through our website or through a third-party link from our website, you will be required to give personal information such as your address, credit information and history, employment, and other financial information in order to complete the application. We may share information about your application with our financial partners so that they can process it and use it in accordance with their privacy rules, but we will not use your personal financial information for interest-based advertising.

21. Online Tracking for Indian Residents. As of the effective date of this Privacy Statement, there is no commonly accepted response for Do Not Track signals initiated by browsers, therefore we do not respond to them.

22. If you choose to visit our website, your visit and any dispute regarding privacy is subject to this Privacy Statement and any terms of use or visitor agreement, including limitations on damages, resolution of disputes, and application of the law of the state of Georgia.

23. Updates to Privacy Statement. This Privacy Statement may be updated to provide clarification or notice of changes to our practices. If changes are made, the date at the top of this Privacy Statement will be revised. Additional notice of material changes will be provided by posting notice of the changes for thirty (30) days before those changes are implemented.

EXHIBIT C

Behavioral Content Additional Terms


1. Definitions

1. Adobe Technology: means Adobe's technology, which includes software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, toolkits, plug-ins (software components that add specific functionality to a larger software application), objects and documentation (both printed and electronic), network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world., regardless of when developed. Adobe Technology includes third party licensed materials incorporated into or provided with Adobe Technology.

2. Client Content: means all audio, video, multimedia, data, text, images, documents, computer programs, and any other information or materials that (i) is created, generated or provided by Client, Client’s users, or by visitors to the Client Site(s), and supplied or made available by Client to Adobe via Provider or third party vendors for delivery and/or indexing in connection with the provision of Behavioral Content Services or (ii) is uploaded by or on behalf of Client in connection with Client’s use of the Behavioral Content Services.

1. Behavior Data: means (I) any and all data and information collected via the Distributed Code from the Client Site(s), or from Client's search engine providers, or (ii) any and all data and information that the Client chooses to import for the Behavioral Content Services via Provider from Client's internal data stores or other sources not supplied by Adobe, or (iii) any and all data provided by, or made available to Adobe by Client or its vendors, partners, and/or third-party provider

2. Client Site(s): means the current and future website(s) and applications which are owned and operated by Client, or hosted or operated by a third party (including Adobe) on Client’s behalf; provided that, in all cases, such websites and applications contain Client’s brand or logo and Client creates, maintains, controls, and is responsible for the relevant privacy statement and/or related disclosures displayed in or linked from such websites and applications.

3. Distributed Code: means HTML tags, JavaScript code, object code, plugins, or other code provided to Client to enable usage of the Behavioral Content Services.

4. Reports: means all graphical or numerical displays of Behavior Data generated by the Behavioral Content Services which contain Adobe’s proprietary design, look, and feel.

• Users:

means employees of Client.

2.

1. Provider's grant of a license. Provider provides Client the nontransferable, nonexclusive, worldwide restricted right to (i) permit Users to access the Behavioral Content Services through the applicable interface(s); and (ii) use and disseminate Reports internally during the License Term, subject to the Terms and payment of the Fees. Nothing in this section grants any express or implied license to use, distribute, modify, copy, link, or translate the Distributed Code other than in connection with the Client's use of the Behavioral Content Services, and nothing in this section grants any express or implied licence to use, distribute, modify, copy, link, or translate the Distributed Code other than in connection with the Client's use of the Behavioral Content Services.

1. 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 ID’s 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).

2. License Grant from Client. Client grants to Provider and Provider’s third party providers and their affiliates and subsidiaries, during the License Term, the non-exclusive, worldwide, royalty-free, limited right to

(i) use, copy, transmit, index, store and/or display Behavior Data and Client Content solely to the extent necessary to provide the Behavioral Content Services and Reports to Client and to enforce its rights set forth hereunder; and

(ii) 3use, copy, transmit, index, model, aggregate (including combination with similar data of other Clients of Adobe and its affiliates), publish, display, resell and distribute anonymous information derived from Behavior Data, or portions thereof (which information may include but is not limited to web browser, screen resolution, and mobile device type), provided that no such use(s) shall include any information that identified Client or its Client Site visitors.

3. Intellectual Property
1.

1. Client acknowledges and agrees that Provider’s third party provider, Adobe, and its third party suppliers, as applicable, retain all right, title and interest in and to the Adobe Technology and all intellectual property rights embodied in or with respect to the Adobe Technology. Provider reserves all rights not expressly granted to Client herein.

2. Client owns all right, title and interest in and to, as well as derived from,


(i) All Behavior Data; and

(ii) Client Content.

Nonetheless, Adobe reserves all ownership rights in the Behavioral Content Services, Adobe Technology, and Reports (excluding Behavior Data).

2. No Modifications, No Reverse Engineering. Client will now no longer modify, port, create by-product works of, adapt or translate the Behavioral Content Services. Client will now no longer opposite engineer, decompile, disassemble or in any other case try to find out the supply code of the Behavioral Content Services introduced in item code. Notwithstanding the foregoing, decompiling the Behavioral Content Services introduced in item code is allowed completely to the volume the regulation governing the Order Form offers Client the proper to achieve this to attain records vital to render the decompiled technology interoperable with different software.

4. Provider might also additionally terminate the Behavioral Content Services, in complete or in part, upon written note to Client if Client is in breach of the “No Modifications, No Reverse Engineering” Section above, or makes use of the Behavioral Content Services past the scope of the license said herein. Any persisted use of the Distributed Code and/or Behavioral Content Services after termination or expiration of the Order Form or Term will be deemed a breach of those Terms, and Client may be accountable for Fees for all Behavioral Content Services which continue to be energetic after such termination or expiration, on the way to be billed on the price set forth with inside the Order Form for the relevant Behavioral Content Services.

5. Privacy

1. Privacy Policy. For Client Site(s) on which Behavior Data is accumulated or Client Content is served, Client hereby is of the same opinion that the Client Site(s) will characteristic a privateers coverage or different notice, displayed conspicuously from the number one interface, that carries the Privacy Policy Required Provisions set forth in Exhibit B. Provider reserves the proper to advise to Client that it alter its privateers disclosures to cope with updates or modifications to relevant law, enterprise self-regulation, or high-quality practices, and Client is of the same opinion to adopt a great religion attempt to cope with such recommendation(s).

2. Sensitive Personal Information. Client represents and warrants that it's going to now no longer transmit, provide, or in any other case make to be had to Provider or Adobe touchy private records of its employees, Clients, partners, or Client Site visitors, which incorporates however isn't always restricted to records concerning a minor, sexual orientation, economic records, and clinical or fitness records.

6. Client Content Monitoring. Client agrees to implement a process through which infringing, abusive or otherwise unlawful content can be reported to Client and removed in accordance with industry best practices and applicable law. If Client Content or content from Client Site visitors are hosted by Adobe, and if Client becomes aware of possible violations regarding content its Clients upload to the service, Client agrees to promptly notify Provider. Client acknowledges that, though Adobe, via Provider, is providing access to Client Content hereunder, it acts only as a passive conduit. Although Provider and Adobe may be involved in modifying or editing the Client Content to be posted and/or integrated into Client Site(s) on Client’s behalf, Client retains complete discretion and responsibility, including compliance with all applicable laws and regulations, for its website and all content accessible thereon. Client acknowledges and agrees that nothing in the foregoing paragraph prevents Provider from suspending any Services to comply with that applicable court order.

7. Third Party Claims. Client agrees to defend Provider, third party providers, their affiliates (and its and their directors, employees and agents) and third party data and service providers, from any and all claims, demands, losses, costs or liability (including without limitation reimbursement for reasonable attorneys’ fees and disbursements) which may incur as a result of, arising from or relating to any third party claim

(i) that Client’s actions in connection with the Behavioral Content Services violate Client’s privacy policy or any third party’s rights of privacy, or violate any privacy laws; and/or

(ii) The Behavior Data or Client Content. Any limitation on damages provision shall not apply to Client’s indemnification obligations herein.

8. Limitation of Liability. Client’s sole remedy for a breach of the Behavioral Content Services is limited to supplying the Behavioral Content Services again, or the payment of the cost of having the Behavioral Content Services supplied again. Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any law which cannot lawfully be excluded or limited. This may include any consumer law of the applicable territory which contains guarantees that protect the purchasers of goods and services in certain circumstances EXHIBIT D Listings Services Additional Terms.


1. Definitions:

1. Client Identifying Information: means the Client’s name and address presented in text, graphic and/or image form.

2. Client Listings Data: means House Listing Listings and other related data of Client, including Listings specifications, pricing information, photographs and other data and information relating to Client’s listing Listings.

• Generated Content: means listings, postings, advertisements or other content or materials that may be generated by or through the Listings Services.

2. License Grant. Client hereby grants to Provider, its affiliates, and its designated third party service providers, a limited, non-exclusive, worldwide, license and right to:

a) Access any Agencies management system or similar platform used in connection with Client for the purpose of accessing, polling, copying, formatting, extracting and downloading Client Listings Data;

b) Use the Client Identifying Information and logo (if provided) in connection with the Generated Content; and

c) Use the Client Listings Data for or in connection with:

(i) Data decoding;

(ii) The aggregation of data and information (including Client Listings Data) for the purpose of assembling and developing Generated Content; and

(iii) Exporting, publishing or otherwise distributing or disseminating Generated Content to authorized websites and third parties.

Client shall promptly notify Provider in writing in the event that Client identified any errors or omissions with respect to any Client Listings Data.

3. Nature of Listing Services. The Listing Services are designed to help Agencies manage their online marketing by integrating into sales processes and aggregating data to develop digital display ads and other content that can be disseminated to third-party websites and marketplaces. The Listings Services are not a referral or advising service, and they do not advocate or recommend any specific transaction, sales strategy, or other method to managing Listings or Client's business in general. The Listings Services are just meant to make the process of managing Client's web marketing easier. Neither the Provider nor the Listings Services provide advice on the value, costs, profit targets, quality, or suitability of any transaction or sales plan. Client is solely responsible for the accuracy and integrity of any data or information entered or loaded into its DMS. Client also assumes sole and complete responsibility for any Generated Content, and prior to publishing or otherwise making such Generated Content available on the Internet or to the public, Client shall ensure the accuracy and completeness of all Generated Content (including any listing description and pricing information included or displayed in any Generated Content). Client is solely responsible for ensuring that their use of the Listings Services and any Generated Content complies with all federal, state, and local laws, regulations, rules, ordinances, and other decrees of any governmental authority, and does not infringe or violate the intellectual property rights or other rights of any third party.

4. Third Party Claims. Client agrees to defend Provider, third party providers, its and their affiliates (and its and their directors, employees and agents), from any and all third party claims, demands, losses, costs or liability (including without limitation reimbursement for reasonable attorneys’ fees and disbursements) which may incur as a result of, arising from or relating to:

(i) Client Listings Data or other data provided by Client;

(ii) mistakes, errors or omissions contained in any material, including, without limitation, any report, output or result generated in connection with the use of the Services provided by Provider and provided to such third party by Client;

(iii) Any third party action related to Client’s unauthorized use of all or part of the Services

5.

1. Provider does not have any duty or obligation to review any Client Listings Data or Generated Content. Provider disclaims any and all liability arising from, or in connection with, the download or use of any Client Listings Data by Client or any of its current or potential Clients, clients or users, including any and all responsibility for

(i) The functionality, performance, truthfulness, accuracy, completeness, or compliance with any law, of any Client Listings Data or Generated Content, or


(ii) for any claims that any Client Listings Data or Generated Content infringes or misappropriates any copyright, trademark, service mark or other intellectual property right, misappropriates or violates any right of privacy or publicity, defames any person or business, or is obscene or otherwise offensive or inappropriate.

Notwithstanding the foregoing, Provider and its representatives may from time to time and at any time, in its sole discretion, review any Client Listings Data or Generated Content.

2. Provider shall not be liable for any failure to provide Listings Polling or delay in the Services caused or resulting from Client's failure to provide Provider or its designated service provider with access to Client's DMS or Client Listings Data; corrupt or otherwise unacceptable Client Listings Data; Provider's or its designated service provider's inability to access Client's DMS; or a Client's computer system failing to meet Provider's requirements. Client acknowledges that Provider's performance is contingent on Client's delays and time for performance may be extended for any such delays. If extracted Client Listings Data is corrupt, not to Provider’s specifications or otherwise unacceptable, Provider or its designated third party service provider will attempt to notify Client. The foregoing notice may be by email. If the Client Listings Data is not extracted, the export of Listings will be delayed and Client shall still be responsible for the fees pursuant to the Order Form.

• Routine maintenance, as well as periodic system repairs, upgrades, and reconfigurations, may cause temporary service interruptions. As a result, Provider cannot guarantee continuous or uninterrupted service and reserves the right to reduce or discontinue Services temporarily and without notice at any time. However, Provider will make commercially reasonable attempts to notify Client in advance of any planned temporary decrease or cessation of Services. To guarantee proper and optimum server performance, the provider reserves the right to take emergency administrative steps such as log deletion, core dumps, and file purges.

The ability to transfer files to the third parties is subject to approval by the third party owner(s). Provider is not responsible for delays in file transfers due to response time, inability, or unwillingness to accept file transfers by a third party.