TERMS AND CONDITION

RECITALS

WHEREAS, Client wishes to obtain the professional services offered by Simply Handled Marketing; and

WHEREAS, Simply Handled Marketing is willing to provide professional services to Client under the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the promises and the terms and covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1.   SERVICES

Client hereby engages and retains Simply Handled Marketing, and Simply Handled Marketing hereby accepts the engagement, on the terms and conditions set forth in this Agreement, for the limited purposes of providing the services more particularly set forth in Exhibit A attached hereto (“Exhibit A”) and incorporated herein by reference (the “Services”).

SECTION 2.   PAYMENTS AND BILLING

Simply Handled Marketing Fees. Client agrees to pay to Simply Handled Marketing the full amount of all fees for Services set forth in Exhibit A and any other amounts due to Simply Handled Marketing under this Agreement, when due and without setoff, notice or demand.

Billing. Simply Handled Marketing will invoice Client for any and all fees payable to Simply Handled Marketing on a recurring or continuing basis. Payment in full is due no later than the due date indicated on the invoice. If Client fails to tender payment in full by the due date specified on the invoice, Simply Handled Marketing may (i) impose an interest charge of one percent (1%) per month, but in no event greater than the maximum allowable by law, (ii) discontinue Client’s access to the Services and otherwise cease providing Services to Client hereunder, and (iii) exercise any and all other rights and remedies available to Simply Handled Marketing.

SECTION 3.   TERM AND TERMINATION

Termination. Either Party may terminate this Agreement by providing written notice to the other Party at least thirty (30) days prior to the effective date of such termination. Termination shall not relieve either Party of liability to the other Party in respect of obligations incurred prior to the effective date of termination.

Fees. All fees or other amounts due to Simply Handled Marketing hereunder shall be paid to Simply Handled Marketing prior to the effective date of termination. Notwithstanding anything to the contrary herein, Simply Handled Marketing shall not be obligated to release, assign or otherwise transfer any Domain Name or other information or property to Client (including without limitation any passwords, administrative or other access rights in respect of any Website, social media accounts, or other digital assets developed for Client hereunder) until such time as all fees and other amounts due to Simply Handled Marketing have been paid in full.

Off-boarding. Client acknowledges and agrees to partake in an off-boarding call prior to the effective date of termination.

SECTION 4.   OWNERSHIP AND CONTROL OF PRODUCTS

Simply Handled Marketing Content. Client acknowledges and understands that the design, development or operation of any website or other product or service by Simply Handled Marketing hereunder (each, a “Product”, and collectively, “Products”) may include source code, documentation, or application programs that were previously written or developed by Simply Handled Marketing and modified to meet Client’s specific requirements. Client further acknowledges and understands that the design and development of a Product may include the selection, placement and presentation of visual design elements such as colors, photography, typography, text, patterns, drawings and design used to create the user interface of such Product. Client acknowledges and agrees that until such time as Simply Handled Marketing transfers ownership of a Product to Client in accordance with this Agreement, Simply Handled Marketing shall own all worldwide right, title and interest in and to all such content and all other content or materials developed or designed by Simply Handled Marketing in the course of its performance under this Agreement and any other terms reasonably necessary for the operation of the Website, other than the Client Marks, Client Content and Outside Content (defined below) (collectively, “Simply Handled Marketing Content”).

Client Marks and Content. In connection with the Services hereunder, Client may, from time to time, provide Simply Handled Marketing with trademarks, trade name, trade dress, designs and logos of Client (“Client Marks”) or provide Simply Handled Marketing with photographs, text or other content (“Client Content”). Client hereby grants to Simply Handled Marketing a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to use the Client Marks and the Client Content for the purpose of providing the Services.

Outside Content. Client acknowledges and agrees that in order to design, develop or operate Products, Simply Handled Marketing may use, purchase or license third-party products or services that Simply Handled Marketing does not and will not own, including without limitation server-side applications, back-end applications, third-party operating system software, third-party networking software, web browsers, music, stock images, booking and reservation software, accounting software, or any other copyrighted or proprietary third-party work (collectively, “Outside Content”). Simply Handled Marketing may use Outside Content in connection with the provision of services to other clients. Client acknowledges and understands that any Outside Content used to design and develop Products is owned by third parties and cannot be transferred to Client.

Control of Product Operation. Client acknowledges and agrees that unless otherwise agreed in writing by Simply Handled Marketing, Simply Handled Marketing shall have sole access to and control over the operation of Products at all times throughout the duration of this Agreement, and Client shall not be given access to modify, delete or add any information or content.

Purchase of Product. No purchase or other assignment or transfer of Product ownership to Client shall be effective until such time as all fees or other amounts due to Simply Handled Marketing in respect of such product have been received by Simply Handled Marketing. Client understands and accepts that, in order to operate any such Product to the same degree and functionality as operated under this Agreement, Client may be required to purchase or license Outside Content.

SECTION 5.   CLIENT REPRESENTATIONS AND WARRANTIES

Ownership of Client Marks. Client represents and warrants that it owns, or has a legal right to use the Client Marks, and that the Client Marks do not and will not infringe upon or constitute a misappropriation of any right of any third party, including any copyrights, trademark rights, trade dress, patent rights, confidentiality rights or other intellectual property rights or similar rights of any person or entity, nor has any claim, whether or not embodied in any action, past or present, of such infringement been threatened or asserted in relation to the Client Marks, nor is such a claim pending against Client or, insofar as Client is aware, against any entity from which Client has obtained such rights.

Ownership of Client Content. Client represents and warrants that it is and will be the sole author and owner of all rights, title and interest in and to the Client Content, and the Client Content does not and will not infringe any copyrights, trademarks or other intellectual property rights, including trade secrets, privacy, or similar rights of any person or entity, nor has any claim, whether or not embodied in an action, past or present, of such infringement been threatened or asserted in relation to the Client Content, nor is such a claim pending against Client or, insofar as Client is aware, against any entity from which Client has obtained such rights.

Company Confidential Information. Client acknowledges that in connection with the Services, Client may have access to information of Company that is considered by Company to be confidential or proprietary including, without limitation, all intellectual property rights, trade secrets, copyrights, customer lists, and customer information (“Confidential Information”).  Confidential Information does not include information that (a) has been made public by an act or omission of a party other than Client; (b) Client receives from an unrelated third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) Client knew prior to receiving such information; or (d) Client develops independently without use of Confidential Information.  Client agrees to maintain as confidential and not disclose the Confidential Information to any third party and will not use any Confidential Information for any purpose other than for the performance of its obligations under this Agreement.  Client agrees to use all reasonable efforts to prevent any unauthorized disclosure of Confidential Information disclosed by Client under this Agreement.  Client shall immediately notify Company upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and will cooperate with Company in every reasonable way to regain possession of the Confidential Information and prevent its unauthorized use.

SECTION 6.   RELATIONSHIP BETWEEN PARTIES

Independent Contractor. It is expressly understood and agreed Simply Handled Marketing shall perform all Services as an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship.

Other Relationships. Simply Handled Marketing shall have the option to establish relationships with other clients for services similar to those described herein.

SECTION 7.   INDEMNIFICATION

To the fullest extent permitted by law, Client shall indemnify and hold harmless Simply Handled Marketing from and against any and all damages, losses, expenses, or liability resulting or arising out of any breach or default under this Agreement by Client. Client shall ensure that its agents, employees, and affiliates comply with the terms of this Agreement. This Section shall survive termination.

SECTION 8.   ASSIGNMENT

The rights of each party under this Agreement are personal and may not be assigned or transferred without the prior written consent of the other party.

SECTION 9.   DISPUTE RESOLUTION

Any dispute arising out of this Agreement shall first be attempted to be resolved through mediation. If unresolved after 60 days, the matter shall be submitted to binding arbitration. If parties cannot agree on an arbitrator, the matter will be submitted to Dispute Prevention and Resolution (DPR) in Singapore. Proceedings shall be held on Singapore unless otherwise agreed.

SECTION 10.   NOTICES

All notices must be in writing and may be delivered personally or by certified mail to the addresses set forth in this Agreement. Notices shall be deemed delivered upon personal delivery or 48 hours after mailing.

SECTION 11.   BINDING EFFECT

This Agreement shall be binding upon the Parties and their heirs, successors, administrators, and permitted assigns.

SECTION 12.   ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Any amendment must be in writing and signed by both Parties.

SECTION 13.   RIGHTS CUMULATIVE; NO WAIVER

All rights and remedies are cumulative. No waiver of any right shall constitute a waiver of any other or subsequent right.

SECTION 14.   GOVERNING LAW

This Agreement shall be governed by the laws of the State of Singapore. Any litigation shall be brought in the Circuit Court of the Second Circuit, State of Singapore.

SECTION 15.   HEADINGS

Headings are for reference only and do not affect interpretation.

SECTION 16.   SEVERABILITY

If any part of this Agreement is found invalid or unenforceable, the remainder shall continue in full force and effect.

SECTION 17.   FORCE MAJEURE

Delays in performance due to causes beyond Simply Handled Marketing’s control shall be excused, including but not limited to natural disasters, labor disputes, and utility failures.

SECTION 18.   NO PARTY DEEMED DRAFTER

This Agreement shall not be interpreted against any party as the drafter.

SECTION 19.   COUNTERPARTS

This Agreement may be executed in counterparts and delivered electronically. All counterparts shall constitute one agreement.