These terms and conditions regulate the rights and responsibilities of Xeonext Web Solutions and you in relation to the Xeoads Design & Development for you.

The Xeoads Design & Development Contract will come into force on the Commencement Date and will remain in force until it is terminated in accordance with Clause 5.

3.1 If you make a request for Design Services, we will provide the Design Services upon our receipt of payment of the Design Charge from you.

3.2 If you require Design Services, you will make the Design Information and preferences available to us to allow us to perform the Design Services.

3.4 Once we have prepared the Design, we will send you a copy of the Design to you and you will be given the opportunity to make comments on the Design. Any changes made to the Design will be made at our discretion.

4.1 You shall provide the Content to us in the form (word, excel, pdf etc) to enable us to provide the Content and promotion Services.

5.1 If, after expiry of any Service Period, payment of a further Development Charge is not made, the Xeoads Design & Development Contract shall automatically terminate.

6.1 We hereby grant to you a non-exclusive, irrevocable, worldwide license to:-

6.2 You acknowledge that we shall retain all Intellectual Property Rights in the software code and Design. We hereby grant to you an exclusive, royalty free license to use the Design for the purpose of setting up a unique advertisement network site. The software and Design may not be used by you for any other purpose.

You acknowledge that the provision of the Development Services or the Design Services to you under this Agreement shall not operate or create a joint venture or partnership of any kind between you and us or authorize you or us to act as agent on behalf of the other.

8.2 We hold all the rights to the software we deploy on your site and shall encode them to ensure the safety from infringement.

9.1 In no event shall we be liable to you, in contract, delict (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof for any loss of profit, business, revenues or anticipated savings, increased costs, special, indirect or consequential damage or loss.

9.2 Our total liability to you in respect of any costs or losses directly associated with any Xeoads Design & Development Contract in the Service Period in which the relevant claim arose.

10.1 You shall ensure that the Content, the Design Information and the information or services made available through your Ad network Website is accurate, up to date and not misleading.

10.3 You shall fully indemnify us against any claims, actions or proceedings made or raised against us in respect of the Content, the Design Information or any information or services made available through your Ad network Website.

11.1 Any notice or other communication to be given in respect of the Design & Development Contract shall be in writing and signed by or on behalf of the party giving it. The notice may be served by: (i) delivery in person; (ii) by post; (iii) by facsimile; or (iv) email, to the address, fax number or email address of the other party.

Notices to be made to us shall be to the Xeonext Web Solutions, Web Channel Manager at 532 Somdutt Chambers, Bhika Ji Cama Place, New Delhi 110066, India.

11.2 We shall be entitled at any time to issue you with contractual terms replacing the terms and conditions set out herein. Following the date of such issue, these terms and conditions shall cease to have effect.

11.3 We shall be entitled at any time, by giving you prior notice, to alter the Design & Development Services offered and replace the same.

11.4 These terms and conditions together constitute the entire agreement between you and us in relation to the Xeoads Design & Development Contract. Nothing in this clause shall exclude the liability of either party for fraud or fraudulent misrepresentation.

11.5 In the event that the whole or any part of a provision forming part of these terms and conditions may prove to be illegal or unenforceable, the other provisions of these terms and conditions and the remainder of the provision in question shall continue in full force and effect.