1. “Approval” and “Approved” means that Content created by the Content Creator pursuant to a Submission which is finally approved by Customer.

2. “Content” means any deliverables, content, or materials (in whatever form) to be provided, created, or developed, in whole or part, by Pepper Content pursuant to, and as the same may be agreed between the Parties.

3. “Content Creator” means any person to whom Pepper Content assigns the Content creation duties as a part of the Services to be rendered to the Customer.

4. “Intellectual Property Rights” means shall include but is not limited to all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade, dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, and all other similar proprietary rights in any jurisdiction and all applications, renewals, reversions and extensions in respect of any rights above so far as is or may become possible.

5. “Platform” shall mean business.peppercontent.io.

6. “Project” means a requirement created by the Customer on the Platform. Multiple assignment can be created under a Project.

7. “Services” means the content creation services provided by Pepper Content to the Customer, wherein Pepper Content based on Customer’s requirements, shall create and provide for unique text-based and graphical content and shall also perform all essential and incidental obligations to that. The detailed scope of Services shall be captured in a Project made available in the Platform or an assignment which is created under the Project.

8. “Submission” means any and all Content developed by Content Creator as required to complete the Services and delivered to Pepper Content to meet the specifications provided by the Customer.

The Customer hereby appoints Pepper Content to perform the Services. The detailed scope of the Services which shall be provided by Pepper Content shall be those which are defined under a particular Project or in an assignment created in relation to a Project, and which have been approved by Pepper Content. The Customer acknowledges that Pepper Content shall provide Services through the Content Creator or through its third-party vendors.

This Agreement/Subscription shall be valid in perpetuity, unless terminated earlier as per the provisions stated in Clause 10.

The Customer agrees to support Pepper Content by providing timely instructions and inputs to enable the Services which shall allow Pepper Content to perform its duties and responsibilities stated hereunder. Pepper Content shall not be liable for any delay/omission or failure to perform its obligations in the event if there is any delay from the Customer on providing timely instructions.

1. The Customer shall provide the Approval for the Content submitted within seven (7) working days from the submission of the Content Articles (“Acceptance Period”).

2. The Customer shall review and provide Approval for each Submission. The Customer shall not unreasonably withhold consent for the entire scope of Services of Pepper Content on the grounds that one particular Submission of the Content submitted for acceptance has been rejected. Notwithstanding anything to the contrary elsewhere contained in this Agreement, Submission shall be deemed to be accepted, if the Customer fails to submit in writing its acceptance or rejection of the Submission within seven (7) working days from the date of the submission.

3. The Customer shall review all Content Articles before Approval, and Pepper Content shall incorporate all suggestions/ feedback provided by Customer subject to a maximum of two (2) iterations at free of costs, if such revision request is submitted within seven (7) working days of sending the Submission. The Customer shall provide conformance and non-conformance on the Content Articles within the Acceptance Period; otherwise, it shall be deemed to be approved by the Customer.

4. Upon Approval of the Submission by the Customer, Pepper Content shall hand over the final Approved Content Article to the Customer. Post Approval, no revisions or editing to the Content Article shall be performed. Should the Customer desire to modify or revise the Content Article, the same can be executed as a separate ‘Scope of Services’ to this Agreement and would be charged separately.

1. The consideration for the Services (“Fees”) shall be specified in the Platform and shall be accepted by the Customer. The Fees shall be considered to be received by Pepper Content only upon the receipt of the written acknowledgement of Pepper Content of such Fees. Acknowledgement for the receipt of the payment of Fees and Invoice for the Fees shall be intimated to Customer with twenty-four (24) hours from the successful receipt of payment against the Fees. Pepper Content shall not be responsible for any amount deducted from the Customer’s bank account, which have not been received by Pepper Content.

2. The Customer shall make the payment for the Services in advance through the payment options available on Pepper Content’s website and Platform.

3. Each Party shall bear and fully comply with all their respective tax liabilities arising from the provisions of this Agreement as per the respective laws applicable to the Party and in force.

4. Any cancellation and refund of the Fees shall be subject to the provisions stated in https://www.peppercontent.dev/cancellation-policy, https://www.peppercontent.dev/refund-policy/

1. Pepper Content shall own all right, title, and interest, including all intellectual property rights in and to the Content and Submission. Upon delivery of the Approved Content by Pepper Content, the rights, title, and interest in Content will be assigned to the Customer by Pepper Content. The Customer agrees that Pepper Content shall not be liable for any claims/losses arising from (a) combination of the Content with any graphics, data, or other materials not provided and approved by Pepper Content; (b) Pepper Content’s compliance with Customer’s specifications, information, designs or requirements; (c) Customer’s use of Content for a purpose other than specified under this Agreement or for any illegal purpose; or (d) Customer’s failure to comply with Pepper Content’s instructions related to Content. The Customer acknowledges and agrees that Customer shall not have the right to use the Content unless it has been Approved by the Customer. Failure to foregoing terms and conditions shall be considered to be infringement of intellectual property rights of Pepper Content.

2. Pepper Content shall own all right, title, and interest in Pepper Content intellectual property, which may be used in the performance of this Agreement or any Content hereunder that is wholly developed and owned by Pepper Content (“Pepper Content Pre-Existing IP”).

3. Residuals: “Residuals” means general know-how and skills developed by Pepper Content’s resources during the performance of the services, provided that in no event shall Residuals include any of the Content or Confidential Information. Notwithstanding the terms of the Agreement, Pepper Content is free to use Residuals for any purpose, including use in development, creation, and maintenance of its Content being created in the course of the provision of its services to other customers. Any form of intellectual property rights in the Residuals shall be solely and exclusively owned by Pepper Content.

1. Confidential information shall mean any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any form including without limitation information, documents, trade secrets, business plans, data, policy and process, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential by the disclosing party. Pepper Content hereby agrees and acknowledges not to share or to disclose any information, trade secrets, data, policy, and process of Customer any third party except for the writer engaged for marketing, profiling, and any other purposes.

2. Confidential Information shall, however, exclude any information which (i) is/ was publicly known or comes into the public domain; (ii) is received by the Receiving Party from a third party without breach of this Agreement; (iii) was already in possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without the use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from the court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Customer and Pepper Content each agree that the Receiving Party shall limit disclosure of Confidential Information of the Disclosing Party to resources/employees of the Receiving Party and its affiliates, consultants, advisors needing to know or to conduct any quality audits or training.

3. Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to the Receiving Party, the Disclosing Party shall retain title to that and all intellectual property and proprietary rights therein, and the Receiving Party shall have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. The Receiving Party shall not alter or obliterate any trademark, trademark notice, copyright notice, confidentiality notice, or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information. It shall faithfully reproduce any such mark or notice on all copies of such Confidential Information.

4. The Receiving Party shall promptly return all Confidential Information or copies thereof, which are in its possession to the Disclosing Party on-demand or shall destroy the same in the manner so specified by the Disclosing Party.

5. The confidentiality obligation stated herein shall survive for one (1) year post-termination or expiration of the Agreement.

1. The Parties hereby acknowledge and agree that they shall comply with all the applicable data protection laws in relation to processing of personal data and shall ensure that there are organizational measures to safeguard such personal data.

2. Pepper Content shall process the personal data shared by Customer as per the privacy policy of Pepper Content which is made available at https://www.peppercontent.io/privacy/

3. The Customer represents that Customer has obtained prior written consent of the data subject whose personal data is being shared with Pepper Content.

1. Either Party shall be entitled to terminate this Agreement as per the provisions stated in the https://www.peppercontent.io/terms/#section-22

2. Either Party shall be entitled to terminate this Agreement on the happening of any of the following events by prior written notice of not less than fifteen (15) days written notice to the other Party:

   1. in the event of a material breach of the provision of this Agreement by the other Party and failure to remedy such breach within thirty (30) days after receiving written notice;

   2. if the non-terminating Party is subject to any action or proceedings, whether administrative or judicial, in respect of insolvency, winding up, dissolution or bankruptcy.

3. The Customer agrees that Pepper Content shall be compensated for all the Services rendered till the date of termination of the Agreement, and any outstanding payments shall be made by Customer to Pepper Content immediately upon receipt of invoices by the Customer.

PEPPER CONTENT DISCLAIMS ANY WARRANTY, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES RENDERED OR THE CONTENT/CONTENT ARTICLE PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY, ACCURACY, COMPLETENESS, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

1. Pepper Content assures all their efforts are put towards ensuring qualitative and quantitative output while rendering Services.

2. Pepper Content will ensure that the scope of Services is maintained throughout all efficacy and that thorough responsiveness is maintained during the term of the Agreement.

3. Pepper Content shall provide the Services exercising due care and within the timelines as mutually agreed.

4. Pepper Content shall be obligated for creating and providing original content articles pertaining to the list of articles as provided by the Customer (hereinafter referred to as “Content Articles”), according to the instructions, including the word limit of the Content Articles, of the Customer from time to time, within the schedule provided by the Customer.

5. The Customer hereby grants Pepper Content the right to display and use the logo and name of the Customer in any and all promotional activities undertaken by Pepper Content including but not limited to display on Pepper Content’s websites and other marketing material and in any other manner for the purpose of soliciting new customers.

The Customer acknowledges and agrees that Pepper Content is acting as the liaison between the Content Creator and the Customer. The Customer, under whatsoever circumstances, shall not directly or indirectly attempt to circumvent, avoid or bypass the intent of this Agreement, to avoid payment of fees in connection with any Content Article or enter into a transaction involving any probable Content Article directly with the Content Creator. The Customer agrees to notify Pepper Content immediately, if any Content Creator suggests making or receiving payments other than through the manner prescribed by Pepper Content or in any manner contrary to what has been agreed upon under the Agreement or if the Customer receives any unsolicited contact from a Content Creator. During the term of this Agreement and for one (1) year thereafter, the Customer will not attempt, directly or indirectly recruit, cause to be recruited, solicit or induce any Content Creator of Pepper Content.

During the term of this Agreement and for one (1) year after that, neither Party will attempt, directly or indirectly recruit, cause to be recruited, solicit or induce any employee of the other Party to terminate his or her relationship with such other Party. Neither Party shall directly or indirectly recruit former resources of the other party without the prior written consent of the other Party, where previous resources shall mean a person who ceases to work for the other Party and a period less than six (6) months has since elapsed.

IN NO EVENT, PARTIES SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS OF REVENUE OR BUSINESS PROFITS, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, CUSTOMER AGREES THAT PEPPER CONTENT’S LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)) HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT PAID FOR SERVICES UNDER THE APPLICABLE ASSIGNMENT FOR PRECEDING ONE (1) MONTH UNDER WHICH THE CLAIM ARISE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

In the event of any dispute and/or difference which may arise between the Parties in construing, constructing and assigning any meanings to the terms contained in this Agreement or the non-fulfillment of any of its terms by either of the Parties, the Parties shall resolve the same acting in good faith by giving each other a Notice in writing of existence of all such disputes and/or differences and may accordingly enter into mediation proceedings. On non-resolution of all or any of such disputes or differences through any of such good faith negotiations and appropriate mediation proceedings, the Parties shall refer such disputes/differences/disagreement to arbitration in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996 or any statutory amendments thereof. The Arbitral Tribunal shall consist of a sole arbitrator to be appointed by the mutual agreement of Pepper Content and the Customer. The Parties hereto mutually agree and confirm that the arbitration proceedings shall be held in Mumbai, India and the decisions of the duly appointed Arbitrator shall be final and binding on the Parties. The language of Arbitration shall be English. This Agreement shall be governed by the laws of India. The courts at Mumbai, shall have the exclusive jurisdiction for any claims arising out of or in relation to this Agreement.

Neither Party shall be entitled to engage in any negotiations or make representations on behalf of the other Party unless so specifically authorized by the other Party.

1. The Agreement, including any annexures, schedules, exhibits, referred to therein, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, proposals, representations, understanding and negotiations, whether written or oral, between the Parties pertaining to the subject matter hereof.

2. Amendment to the Agreement: No modification, amendment or supplement to this Agreement, or any provisions hereof or thereof will be binding upon the Parties unless made in writing and signed by a duly authorized representative of both Parties.

3. No delay or omission by either party in exercising any right or remedy provided by this Agreement or at law or in equity shall impair such right or remedy or be construed to be a waiver and a waiver by either party of any obligation or breach of the other shall not be construed to be a waiver of any further obligation or breach.

4. Enforceability: In the event that any of the provisions of this Agreement are held to be invalid, illegal or unenforceable by any competent authority for any reason, the remaining portions of this Agreement, if capable of substantial performance, will remain in full force and effect, but only to the extent that giving effect to the remaining provisions hereof shall be in accordance with the intent of the Parties

5. Interpretation: This Agreement will, in all events, be construed as a whole, according to its fair meaning, and not strictly for or against a Party merely because that Party (or the Party's legal representative) drafted the Agreement. The headings, titles, and captions contained in this Agreement are solely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the term "including" means "including, without limitation.”

6. Force Majeure: Neither Party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, any act which is beyond the control of the respective Party, except to the extent that the relevant breach of its obligations would have occurred, or the appropriate losses or damages would have arisen, even if the force majeure event had not occurred.

7. Assignment: Neither Party may assign the Agreement without the prior written consent of the other. Any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation, will be deemed an assignment for which prior consent is required and any assignment made without any such consent will be void and of no effect as between the Parties.

8. Partnership or Agency: Nothing contained in this Agreement shall create, constitute or evidence any partnership, agency, joint venture, trust or employer/employee relationship between the Parties and a Party may not make, or allow to be made, any representation that such relationship exists between the Parties.

9. Survival: Any terms and conditions of the Agreement which by their nature are intended to survive the termination of this Agreement, will survive the termination of this Agreement.

10. Reference: Pepper Content shall have the right to use Customer as a reference for prospective customers (“Prospective Customer(s)”). In conjunction with the foregoing, Pepper Content shall provide notification of Prospective Customers to Customer, who shall use best efforts to respond to inquiries in a timely manner. Pepper Content acknowledges and agrees that Customer may freely discuss all aspects of Pepper Contents’ performance and Customer's satisfaction with such performance with Prospective Customers brought to Customer by Pepper Content. The identity of such Prospective Customers and all information related thereto shall be considered Pepper Content Confidential Information.

11. Relationship: Nothing contained in this Agreement shall be construed or deemed to create any association, partnership, or joint venture or employer-employee relationship in any manner whatsoever between the Parties.

12. Publicity: The Parties agree to work together on any initial joint press release announcing this Agreement. Thereafter, unless otherwise provided in this Agreement, Pepper Content retains the right to identify Customer as a client. Pepper Content may not, however, without prior written consent of the Customer publicly announce or communicate any terms of this Agreement.

13. Non-Exclusivity: This Agreement shall be on a non-exclusive basis, and Pepper Content shall be free to enter into similar arrangements with other parties for the provision of related services to the Customer.