Unless specifically and separately agreed in the present agreement or any other similar agreement, this Master Client Agreement serves the Client (hereafter “you”) and Digital Zenith relation and further governs the usage of the Digital Zenith’s services by you. The present agreement also administers the practice of Digital Zenith’s websites and Digital Zenith’s Facebook group (hereafter “the website”) and other affiliated services by you.

We advise and urge earnestly that you please carefully go through the terms of the present agreement. Your express move of subscribing constitutes an acknowledgment that you have, read and completely understood the facets, aspects, implications, and effects of the present agreement and you expressly consent to be obliged by the terms of the present agreement without any sort of restrictions and qualifications and further you accept to comply with the local laws and rules and regulations that prevail at the time of signing of this contract.

FEATURES OF THE WEBSITE

This website may include a variety of features, such as bulletin boards, web logs, chat rooms, and email services, which allow feedback to us and real-time interaction between users, and other features which allow users to communicate with others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the website, or sent via any email services on the website, lies with each user – you alone are responsible for the material you post or send. We do not control the messages, information, or files that you or others may provide through the website. It is a condition of your use of the website that you do not:

1. Restrict or inhibit any other user from using and enjoying the website.

2. Use the website to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

3. Interfere with or disrupt any servers or networks used to provide the website or its features, or disobey any requirements, procedures, policies, or regulations of the networks we use to provide the website.

4. Use the website to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.

5. Gain unauthorized access to the website, or any account, computer system, or network connected to this website, by means such as hacking, password mining, or other illicit means.

6. Obtain or attempt to obtain any materials or information through any means not intentionally made available through this website.

7. Use the website to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.

8. Use the website to post or transmit any information, software, or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark, or other proprietary rights, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.

9. Use the website to post or transmit any information, software, or other material that contains a virus or other harmful component.

10. Use the website to post, transmit, or in any way exploit any information, software, or other material for commercial purposes, or that contains advertising.

11. Use the website to advertise or solicit anyone to buy or sell products or services, or to make donations of any kind, without our express written approval.

12. Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the website.

13. This site is not a part of the Facebook™ website or Facebook™ Inc. Additionally, This site is NOT endorsed by Facebook™ in any way. FACEBOOK™ is a trademark of FACEBOOK™, Inc.

Digital Zenith may host message boards, chats, and other public forums on its websites. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats, or other public forums in the future. Digital Zenith or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats, and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Digital Zenith’s staff, Digital Zenith’s outside contributors, or by users not connected with Digital Zenith some of whom may employ anonymous user names. Digital Zenith disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information, or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants and do not reflect the opinions of Digital Zenith any of its subsidiaries or affiliates.

Digital Zenith has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms, or other public forums on the websites. However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users, and visitors.

We occasionally include access to an online community as part of our programs. We want every member to add value to the group. Our goal is to make your community the most valuable community you are a member of. Therefore, we reserve the right to remove anyone at any time. We rarely do this, but we want to let you know how seriously we take our communities.

DISCLAIMER

Throughout the website, we may provide links and pointers to Internet websites maintained by third parties. Our linking to such third-party websites does not imply an endorsement or sponsorship of such websites or the information, products, or services offered on or through the websites. In addition, neither we nor our affiliates operate or control in any respect any information, products, or services that third parties may provide on or through their sites.

If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not Digital Zenith. Neither Digital Zenith nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content.

Furthermore, Digital Zenith neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the websites by anyone other than an authorized Digital Zenith representative while acting in his/her official capacity.

The information, products, and services offered on or through the website and by Digital Zenith and any third-party websites are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the website or any of its functions will be uninterrupted or error-free, that defects will be corrected, or that any part of this website, including bulletin boards, or the servers that make it available, are free of viruses or other harmful components.

We do not warrant or make any representations regarding the use or the results of the use of the website or materials on this website or on third-party websites in terms of their correctness, accuracy, timeliness, reliability, or otherwise.

PAYMENT, CHARGES, AND REFUND

Every client who subscribes to the courses available on the website has to prepay the amount highlighted on the payment screen emanating from Digital Zenith or its affiliate’s server, and on successfully making the payment, the client will be intimated of the successful payment, resulting in the requisite access to the services of Digital Zenith to the client.

Note: It is clarified that the subscription becomes finalized and the requisite access is granted upon making the payment of the course fee.

CONFIDENTIAL INFORMATION

During the term of this Agreement, Digital Zenith will be disclosing a well-curated, intensively drawn-up course to the Client comprising valuable, confidential, and proprietary information required for achieving the object of the course applied by the Client. This information will be varying from client to client depending on his/her needs and choice of course. Unless specifically excluded in this Agreement, Digital Zenith’s “Confidential Information” shall mean any and all such information provided to the subscribed individual (client) or to which the subscribed individual has or is given access, in whatever form, verbal, electronic, or video graphic, including, but not limited to, Worksheets, Pinups, Slides, Spreadsheets, Example Sales Calls Recordings, Checklists, Private Video presentation Templates/Scripts, Swipe Files of Digital Zenith’s personal ad campaigns, Proposal Templates, other materials on Private Facebook Group, Mentorship Sessions and any email support whether or not identified as Digital Zenith’s “Confidential Information”, in whatever media, electronic or otherwise.

NON- DISCLOSURE

No client will, without the prior written consent of Digital Zenith, remove from Digital Zenith or Digital Zenith’s Affiliate’s online premises or disclose Digital Zenith’s “Confidential Information” to any third party or otherwise jeopardize the confidential nature of the Digital Zenith’s “Confidential Information” and the Client will not use such Digital Zenith “Confidential Information” other than for the purposes of this Agreement. The client agrees that all of Digital Zenith’s“Confidential Information” will be held in strictest confidence by the client and that such “Confidential Information” will not be copied, reproduced, or altered either in whole or part by any method whatsoever, unless agreed upon in writing by Digital Zenith. The Client, if is a non-individual entity, shall direct and cause its employees, officers, and directors to whom the Digital Zenith’s “Confidential Information” is disclosed to be informed of and agree to be bound by the restrictions upon disclosure and use of Digital Zenith’s “Confidential Information” as contained in this Agreement and further expressly acceding to be bound by the substantive Non-Disclosure Policy of Digital Zenith.

Digital Zenith declares that it will not, during or after the terms of this Agreement, permit the duplication or disclosure of any Digital Zenith “Confidential Information”.

INJUCTIVE RELIEF

Client acknowledges that breach of this section or disclosure of other information which, at law or in good conscience or equity, ought to remain confidential, will give rise to irreparable injury to Digital Zenith or the owner of such information, and cannot adequately compensate in damages. Accordingly, Digital Zenith or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies, which may be available. Client acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests of Digital Zenith and are reasonable in scope and content.

NO LICENCE

Nothing contained in this agreement shall be construed to grant the Client any right or license under any Intellectual Property right of Digital Zenith. “Intellectual Property Rights” shall mean copyright rights (including without limitation, the exclusive right to use, make recordings of, reproduce, modify, adapt, edit, enhance, maintain, support, market, sell, rent, sublicense, distribute copies of, publicly and privately display and publicly and privately perform, exploit, exhibit, the copyrighted work and to prepare derivative works), copyright registrations, applications, trademark rights (including without any limitation the trade names, trademark services, service marks, and trade dress) trademark and service mark registrations and applications, trade secrets, moral rights, author’s rights, right of publicity, contracts, and licensing rights, rights in goodwill and other Intellectual Property Rights, as may exist now and/or hereafter comes into existence, and all renewals and extensions thereof regardless of whether any of such rights arise under the law of any state, country or jurisdiction.

TITLE, PROPRIETARY RIGHTS

Services for hire

All services performed hereunder, including but not limited to the Worksheets, Pinups, Slides, Spreadsheets, Example Sales Calls Recordings, Checklists, Private Video presentation Templates/Scripts, Swipe Files of Digital Zenith’s personal ad campaigns, Proposal Templates , other materials on Private Facebook Group, Mentorship Sessions and any email support, business methods, programs, ideas, concepts and all other documentation developed for or relating to Digital Zenithor the course and all documents, data and other information of any kind including information incorporating, based upon or derived from the foregoing, including reports, self-revision notes prepared by the clients or in case of a non-individual client its employees and agents, and all other material which may not form part of the present agreement but is pivotal for successful completion of course developed or created by Digital Zenith be and shall remain the property of and Digital Zenith not be used by the client or its employees for any other purpose except for the benefit of Client. Client shall not sell, transfer, publish, disclose, rent, lease, loan, license, or otherwise make available to others any part of the course material or copies thereof and Client shall treat the same as “Confidential Information”.

All applicable rights to patents, copyrights, trademarks, trade secrets and all other Intellectual Property Rights in and to the Service Product are, shall vest, and shall remain in Digital Zenith, and neither any Client nor its employees, if a non-individual client, shall have any interest in the Service Product.

INDEMNIFICATION

Losses Defined

For purposes of this agreement, “Losses” means all claims, actions, losses, Liabilities, damages, and Costs (including Taxes) and all related costs and expenses (including reasonable attorney’s fees and disbursements and costs of investigation, litigation, and settlement).

Indemnification and Defense

The client undertakes to indemnify, defend and hold Digital Zenithand/or its Affiliates and their respective officers, directors, employees, agents, successors, and assigns harmless from and against any and all Losses arising out of or relating to:

1. Any act or an attempt to act that constitutes piracy of the material provided by Digital Zenith which is covered under the  Digital Zenith “Confidential Information”, that might have an adverse effect on the business, credibility, or goodwill of Digital Zenith and if the same adversity is caused by the aforementioned acts of the client and is calculable in terms of money, then the Client will be liable to indemnify Digital Zenith against any such damage without prejudice to other legal remedies available to Digital Zenith.

2. Any claim alleging a breach by the Client of any obligation, representation, or warranty made by the Client in this Agreement or Client or its employees’ obligations with respect to “Confidential Information”

After Sales Services:

 Digital Zenith that in their attempt to provide satisfactory service to the client, Digital Zenithwill attempt to provide after-sale services, if mentioned in the course details to the client in the form of live sessions and Digital Zenith further declares that its agents will be available for clarifying any query a client may have. During this period the Client may have access to the course as per the terms.  Digital Zenith makes all the efforts to give any support in an expeditious manner.

Publicity and Exhibition of Results

On entering into the present agreement, the client relinquishes certain rights in favor of  Digital Zenith’s right to publicize and exhibit the resultant success of the client after pursuing the Courses offered by Digital Zenith

 Digital Zenith under no mandate to take any prior permission from the client to publicly display their success through the display of the client’s improvement and his/her business augmentation eventuating from the courses subscribed to by the Client.

Other than as contemplated by the previous sentence or otherwise in this Agreement, Digital Zenith does not use any trademarks, copyrights, service marks logos, Confidential Information, or other proprietary materials of Client without the consent of the Client

Note: It is clarified that in case the Client has some issues with displaying of Client’s credentials with the resultant success of the course as part of Digital Zeniths Public Portfolio, then a written intimation is to be tendered to Digital Zenith Thereafter Digital Zenith may decide to accede to the request of the client on examining various factors.

Transfer/ Assignment of Accessing Rights

It is unequivocally made clear that under no circumstance any Client will be allowed to transfer his/her/its accessing right to materials offered by Digital Zenithby transfer of their subscription. Any discernible act of transfer will lead to a breach of this present agreement, and thus will entitle Digital Zenithto forfeit the subscription amount paid by the Client.

Also any downloading and further assignment of any material that may or may not comprise of Digital Zenith’s “Confidential Information” or Digital Zeniths Service/Product is prohibited and the client should refrain from downloading and assigning the proprietary material provided by Digital Zenith.

No Guarantee

Digital Zenith not warrants or guarantees any specific level of performance or results. Examples of results obtained for other clients of  Digital Zenith be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.

Severability

If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

Dispute Resolution

Dispute

In an event of any dispute, controversy, or claim arising out of or relating to this Agreement or any subsequent amendments to this Agreement including, without limitation, the breach, termination, validity, or invalidity thereof or any non-contractual issues relating to this Agreement, each of the parties will make efforts to resolve such dispute or to negotiate for a resolution.

Arbitration

1. All disputes, controversies, or claims between the Parties hereto arising out of or relating to this agreement (including, but not limited to, disputes as to the Validity, interpretation, performance, breach, or with respect to damages upon the termination of this agreement) which are not settled pursuant to the issue resolution procedures set forth above, will be settled by final and binding arbitration in accordance with the following.

2. Except as specified herein or otherwise agreed to in writing, the arbitration will be conducted in accordance with and in conformity with the Indian Arbitration and Conciliation Act, 1996 (as amended up to date), in effect at such time (The Rules), by a panel of Single Arbitrator selected by Digital Zenith accordance of the Rules. It is clarified that before invoking the present clause for initiation of the arbitration proceedings a 15-day notice of dispute is to be tendered by the affected party to provide adequate time for compliance with this clause.

3. The sole arbitrator is authorized to tender awards of monetary damages and injunctive relief or both. The sole arbitrator may, at its discretion, order one party to reimburse the other party for all or any part of (i) the expenses of the arbitration paid by the other party, or (ii) the attorney’s fees and other misc. expenses reasonably incurred by the other party in connection with the arbitration.

4. All the costs of the arbitration proceedings will be borne equally by Digital Zenith and the Client. In all arbitrations, each party will bear the expense of its own lawyers and preparation. The arbitral award should be in writing setting forth the legal and factual basis for the award and shall be final and binding upon the parties who agree, in writing, to waive all rights of appeal thereon subject to the Indian Arbitration and Conciliation Act, 1996. Notwithstanding anything to the contrary in this agreement, the Sole Arbitrator shall be bound by the express terms of this Agreement, and shall not change or modify any term of this Agreement clearly expressed therein.

5. It is expressly understood and agreed that the pendency of a dispute hereunder shall at no time and in no respect constitute a basis for any modification, limitation, or suspension of Digital Zeniths and Client’s obligation to fully perform in accordance with the terms of this Agreement.

6. Any arbitral award passed by the Sole Arbitrator appointed under the present clause will if it requires enforcement or annulling as per the provisions of the Rules, the courts in Bangalore, India will have sole jurisdiction over such awards.

Governing Law; Class Action Waiver-

Governing Laws

This agreement shall be governed exclusively and solely by and construed in accordance with the laws of India and Bangalore (KA) in specific and in case of any conflict of laws and promulgations of a foreign country and the laws of India, the Indian law will prevail.

Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY- IT MAY SIGNIFICANTLY AFFECT LEGAL RIGHTS. The Client agrees that they will resolve any claims on an individual basis and that any claims brought under this Agreement or in connection with the agreement will be brought in an individual capacity and not on behalf of, or as part of, any purported class, consolidated or representative proceeding. The Client further agrees that he/she/it shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under this Agreement or in connection with the agreement. If any court or arbitrator determines that the class action waiver set forth in this clause is void or unenforceable for any reason or a claim can proceed on a class basis, the claims must be adjudicated within the territory of Bangalore and within the jurisdiction of courts in Bangalore.

Miscellaneous

Entire Agreement

This agreement constitutes the entire agreement between the parties and supersede any or all prior to the contemporaneous agreement, understanding, negotiation, warranty, or representation between the parties in connection with the subject matter of this Agreement.

Waiver

The failure of either party to promptly enforce or seek remedy for the breach of any provision of this Agreement shall not constitute a waiver of such provision or any part thereof. No term or provision shall be deemed waived, and no breach hereof shall be deemed consented, to, unless a such waiver of or consent to any other term or provision.

Force Majeure

Except for the payment of the subscription fee or any other due towards Digital Zenith neither Party shall be liable to the other for any delay or failure to perform due to fire, flood, strike, the act of God, earthquakes, war, terrorism, invasion, hacking, riot or civil unrest, a national or regional emergency, blackout, shortage of adequate power or telecommunications, or any other causes beyond its reasonable control including political and geo-political causes and without the fault or negligence of the delayed or non-performing party, including specifically Digital Zenith web hosting service provider or database hosting provider to provide service to Digital Zenith a “Force Majeure Event)

Overriding Clause

It is clarified that in case of any discernible contradiction that may arise between the present agreement and any other policies, agreements, contracts, or terms of Digital Zenith then the present contract will have an overriding effect on other policies, agreements, contracts or terms till the extent of that contradiction.

Definitions

Time of Subscription

The time of Subscription is the moment the client agrees to the terms of the present agreement and makes the payment for the course opted for by him/her.

The signing of the contract/agreement

The contract will be considered signed and accepted when the user clicks on the “Pay” button.

Non-Individual Client

Non-Individual Client means any entity/proprietorship/ partnership that consists of more than one person or more than the minimum required persons to form.

Disclosing Party

The Party that discloses any confidential information in the execution of the present agreement.

Recipient Party

The party that receives the confidential information in the execution of the present Agreement.