CLIENT CONTRACT FOR DIGITAL MARKETING SERVICES

This Client Contract ("Contract") is entered into between , hereinafter referred to as the "Client," and Dive in 2 Digital, hereinafter referred to as the "Company," collectively referred to as the "Parties."

1. Scope of Services:

The Client hereby engages the Company to provide digital marketing services, which include but are not limited to:

• Execution of online campaigns with an ad spend of INR 10,00,000 (1 million) per month.
• Creation of fifteen (15) new creatives each month.
• Editing and provision of five (5) to ten (10) videos each month.

2. Contract Term:

This Contract shall commence from 20-07-2024 and continue for a period of three (3) months, unless terminated earlier in accordance with the provisions of this Contract.

3. One-Time Payment and Monthly Charges:

The Client agrees to pay the Company the following fees:

• Service Charge: INR 50,000 per month

The total service charge for the three-month period shall be INR 1,50,000. The service charge for the first month shall be paid upfront before the commencement of the Services. Subsequent payments shall be made on the 1st of each month for the following two months.

4. Payment Terms:

Payment for monthly digital marketing services is due on or before the 5th day of each month. Late payments shall incur a penalty of 5% per week from the 5th day of the month until the outstanding payment is received.

5. Bond and Opt-Out Clause:

The Client agrees to a minimum service commitment of three (3) months from the start date of this Contract. During this period, the Client cannot terminate or opt out of the services provided by the Company. In case the Client breaches this clause and terminates the Contract prematurely, the Client shall be liable to pay the Company the remaining balance of the Contract term.

6. Intellectual Property:

All intellectual property rights related to the digital marketing materials, including but not limited to graphics, content, designs, and marketing campaigns, developed or provided by the Company as part of the services shall remain the exclusive property of the Company unless otherwise agreed upon in writing.

7. Confidential Data Usage and Portfolio Rights:

The Company acknowledges that the Client's logo and non-confidential data hold significant value and agrees to exercise utmost care and discretion in their usage. The Client, by granting permission, understands that the Company may include their logo and non-confidential data in their portfolio materials, such as case studies, presentations, or website content, as a means of showcasing their expertise and promoting their services. The Company further assures that the Client's proprietary and confidential information shall remain strictly safeguarded and not be disclosed or shared in any form without explicit consent.

8. Termination:

Either Party may terminate this Contract with a written notice of 28 days. In the event of termination, the Client shall pay for all services rendered up until the termination date, including any outstanding fees and expenses incurred.

9. Limitation of Liability:

The Company shall not be held liable for any indirect, incidental, special, or consequential damages arising out of or related to the services provided under this Contract. The total liability of the Company, regardless of the cause of action, shall not exceed the total amount paid by the Client to the Company under this Contract.

10. Entire Agreement:

This Contract constitutes the entire agreement between the Parties and supersedes any prior understanding or agreement, whether written or oral, relating to the subject matter herein. Any modifications to this Contract must be made in writing and signed by both Parties.

Note: All service charges are exclusive of 18% GST (Goods and Services Tax).

IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the day and year first above written.