TERMS OF BUSINESS
Last Updated 01-05-2017
The Client desires to obtain the services of the MOB OPINIONS LTD "MOBOPINIONS" and MOBOPINIONS desires to provide services to the Client.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties hereto agree as follows:
1. Services to be Performed & Reporting. During the term of this agreement, MOBOPINIONS will perform agreed upon market research, marketing campaigns, surveys and polling studies (hereinafter referred to as “Campaign”), to be determined on an as needed basis, and agreed prior to commencement by receipt of an email order from the Client.
MOBOPINIONS will at its own discretion use its publisher network to distribute the Client’s Campaign.
2. Fees & Payments. The fees will vary depending on the scope of services agreed at the time of the order.
Invoices will be calculated in US Dollars ($), unless otherwise agreed, for all amounts payable for the Services provided in a certain calendar month. Invoices will be submitted on a monthly basis covering charges for the previous month, based on the completion post-backs received from the Client. Adjustment to the received completion post-back numbers will only be accepted for ad-device-id duplicate entries, or where a pattern can by identified linking a specific app source to duplicate or inaccurate data, for the avoidance of doubt, unless agreed in advance, open ended questions cannot be reversed after post-back and it is the client's responsibility to ensure quality meets an acceptable standard prior to such post-back; any adjustments must be received no later than the 14th day of the calendar month following which the completions were made, after which billing numbers are final.
Agreed Service charges are exclusive of Value Added Tax (VAT) and any other applicable taxes, duties, fees, and surcharges. They may be added by MOBOPINIONS if it is legally obliged to do so.
The Due Date for payments are 45 days after month end billing, unless otherwise agreed.
The Client shall be in default, without further notification to that effect, if it fails to make payment by the Due Date. From the date on which the Client is in default, the MOBOPINIONS shall be entitled to charge interest on the unpaid amount at a yearly interest rate of an amount equal to the London Interbank Offered Rate (3-Month LIBOR) in force from time to time plus 8% as well as all or part of the cost of collecting outstanding amounts.
3. Terms. This Agreement will come into effect on receipt of the first order from the Client and will continue on an as needed basis.
Either Party hereto may terminate this Agreement upon ten (10) days’ written notice to the other party, with or without cause. Termination shall be effective as of the last day of such ten (10) day period. In the event of termination, the Client shall pay MOBOPINIONS the fee specified herein for work completed through the effective date of termination.
4. Contractual Relationship. It is expressly understood and agreed that during the term of this Agreement MOBOPINIONS’s relationship to the Client will be that of an independent contractor; further, neither this Agreement nor the services to be rendered here under shall for any purpose whatsoever or in any way or manner create any employer-employee relationship.
MOBOPINIONS will have sole and exclusive responsibility for the payment of all taxes that may apply, based on MOBOPINIONS’ place of residence. Further, MOBOPINIONS will assume and accept all responsibilities that are imposed on independent contractors by any statute, regulation, and rule of law, or otherwise, in his/her domicile or place of residence. MOBOPINIONS is not authorized to bind the Client, nor to incur any obligation or liability on behalf of the Client, except as expressly authorized by the Client in writing.
5. Intellectual Property. MOBOPINIONS understands and agrees that all writings, materials, audio-visual works and other works, in any form whatsoever, whether written, electronic or otherwise, created or produced by them in the course of the performance of services for the Client, shall become the property of the Client and shall be deemed works for hire created for the Client for purposes of the Copyright Law of 1976; and all copyright and any other rights in and to such writings, materials and works shall belong to the Client. MOBOPINIONS agrees to execute and deliver any instrument of conveyance or any other instrument or document necessary to transfer all such rights to the Client.
6. Restrictions on the Disclosure of Proprietary Information.
a) Proprietary Information. For purposes of this Agreement, the term “Proprietary Information” shall mean all proprietary or confidential knowledge and information that MOBOPINIONS, or the Client may acquire as a result of, or in connection with, his/her relationship concerning the business, operations, strategic planning, research and development activities, competitive business information, donor lists, contact lists, and similar proprietary information. Notwithstanding the foregoing sentence, such Proprietary Information does not include information (1) that is, or becomes part of, the public domain through no fault of MOBOPINIONS; or (2) that was lawfully acquired by MOBOPINIONS or the Client from a source other than the Client/MOBOPINIONS or any of its employees, or agents.
b) Nondisclosure and Non-Use Obligation. MOBOPINIONS and the Client agrees that they will not at any time, without the written permission of the other party, either during or after termination of this Agreement, divulge or disclose or publicize, or use or permit any third party to use any such Proprietary information.
c) Campaign Result Information. MOBOPINIONS agrees that they will not at any time, without the written permission of the Client, either during or after termination of this Agreement, divulge or disclose or publicize, or use or permit any third party to use any such information. The Client is permitted full use of the results, but may not, unless agreed in advance, recontact the respondents directly or indirectly through any other party, without the express agreement of MOBOPINIONS.
7. Use of Data Responses. Notwithstanding any of the above, MOBOPINIONS reserves the right to use any data responses it has shared or collects during a Campaign, for future device profiling and targeting.
8. General Provisions.
a) This Agreement constitutes the entire Agreement between the parties relative to the subject matter hereof, and supersedes all proposals or agreements, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.
b) No provision of this Agreement will be waived, amended, modified, superseded, cancelled, terminated, renewed, or extended except in a written instrument signed by the parties hereto. Any waiver shall be limited to the particular instance and for the particular purpose when and for which it is given.
c) The invalidity, illegality, or unenforceability of any provision of this Agreement will in no way effect the validity, legality or enforceability of any other provision of this Agreement.
d) This Agreement, the services to be performed, and all rights here-under are personal to MOBOPINIONS and may not be transferred or assigned by MOBOPINIONS at any time, without the consent of the client. This Agreement will be binding upon and inure to the benefit of the Client’s successors and assigns.
e) All notices provided in this Agreement will be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, electronic mail, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses that either party may specify by written notice to the other.
f) This Agreement, its meaning and interpretation, and the relation between the Parties, shall be governed by the laws of the England, United Kingdom.
g) Contact information for the MOBOPINIONS is:
Mob Opinions Limited
18 Shirehall Gardens
London, NW4 2QS
Tel US +1 (202)787 3961 | UK +44 20 7993 6272