SERVICE AGREEMENT This SERVICE AGREEMENT (“Agreement”) is made on this ___ day of [Month], 2015 (Effective Date) by and between: Appzinc LLC , a company incorporated under the laws of United Arab Emirates and having its registered business place at 312, Mozna building Near Al Nadha Metro Station Dubai, UAE (hereinafter referred to as ‘Appzinc’); And [___________________], a company incorporated under the laws of [_________________] and having its registered business place at [______________________] (hereinafter referred to as ‘the Client’); Appzinc and the Client are individually referred to as “Party” and collectively as “Parties”. WHEREAS: A. Appzinc is engaged in the business of social media and digital marketing services. B. The Client is in the business of________________________________________and wishes to procure certain marketing services from Appzinc. Parties have therefore agreed that Appzinc shall provide services to the Client in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties hereby agree as follows: 1. Scope of Services: The Client hereby engage Appzinc to provide the Services, as per Schedule 1 hereto (Services) and Appzinc agrees to provide the Services. 2. Standards of Conduct: Appzinc shall provide the Services in accordance with the Laws and Consents and standard industry practices. 3. Representations and Warranties: Parties represent and warrant each other that the activities required to be done by virtue of this Agreement are lawful and they are competent to enter into this Agreement and they possess all the required licenses and permits to perform the obligations under this Agreement. 4. Synergy in Performance: Parties acknowledge and agree that the performance of Appzinc shall be based upon the timely provision of the details by the Client as agreed under Schedule 1 hereto. The Client undertakes the timely completion of such requirements. Appzinc shall not be held responsible for delays if any, occurs due to the non-‐availability of such information/details to be provided by the Client. 5. Assistance and Cooperation: Parties agree to co-‐operate each other for the timely completion of the obligations. Both Parties shall within seven days of the Effective Date appoint its Page 1 of 6 SERVICE AGREEMENT authorized representatives single point of contact (SPOC) who are responsible to instruct the other Party and to monitor the performance of the Services. Each Party shall inform the other in case of any change in the details of SPOC. 6. 6.1 Payment Fees and Charges: In consideration to the Services, the Client shall pay the fees and charges to Appzinc as set out under Schedule B of this Agreement (Fees and Charges). Fees and Charges specified under Schedule B are net of applicable taxes and any tax liability under the applicable laws. The Client shall reimburse Appzinc on actual basis the out pocket expenses incurred to Appzinc for the successful performance of Services. However, prior to such expenditure, Appzinc shall take prior consent of the Client. 7. Intellectual Property: Neither Party shall use the other Party’s brands, names, logos, trademarks, service marks, copyrights, patents, designs, software, trade names, proprietary processes, tools, methodologies, software or hardware solutions, and improvements thereon or other intellectual property rights (individually and collectively “Intellectual Property”) without the prior written consent of the other Party. For avoidance of doubts, it is hereby clarified that Appzinc will use the Intellectual Property of the Client for the successful completion of the Services. Parties agree that no license, permit, assignment or other right of use in relation to any Intellectual Property belonging to either Party is granted (expressly or by implication, whether at present or in future unless otherwise agreed in writing) to the other Party under this Agreement in any manner whatsoever. 8. Indemnification: Each party shall indemnify (the “Indemnifying Party”) and hold the other party, its affiliates, stockholders, directors, officers, employees, agents, consultants, subcontractors and customers (collectively “Indemnified Parties”) harmless from and against any and all loss, damage, deficiency, cost, claim, expense, judgment or liability (including costs of defense, court costs and reasonable attorney fees) (collectively “Claims”) occasioned, incurred, suffered or alleged to have been occasioned, incurred, suffered by third parties arising out of or in connection with, in whole or in part, directly or indirectly, the Indemnifying Party’s (a) breach of any covenant contained in this Agreement, (b) misrepresentation or breach of any representation or warranty contained in this Agreement or (c) arising from or relating to injury to property or injury to person, including death, as a result of any act or omission (whether intentional, negligent or otherwise) in connection with the obligations under this Agreement. 9. Limitation and Exclusion of Liability: Neither Party shall be liable for any indirect, incidental, special, exemplary or consequential loss or damages, including loss of use or data or lost revenue or profits, even if it has been advised of the possibility of such damages. 9.1 Either Party’s liability in contract, tort, or otherwise, including any liability for negligence howsoever arising out of or in connection with the performance of its obligation under this Agreement, shall be limited to direct damages only. Page 2 of 6 SERVICE AGREEMENT 9.2 For any other claim, the ordering Party’s damages, if any, shall be limited to those actually proven as directly and solely attributable to the providing Party. The providing Party’s liability for direct damages to the other Party for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, shall be limited, to the Fee and Charges paid by the ordering Party for the Service that gave rise to the damages during the twelve (12) month period preceding the date on which the damage occurred. 10. Suspension: Appzinc may suspend the further performance of the Services due to the non-‐ payment of the Fees & Charges within the agreed time period. 11. Termination: This Agreement shall be terminated by giving 30 days notice to the other Party. However, the Client agrees that Appzinc is entitled to be paid for the works they have already completed till termination of the Agreement. Force Majeure: In this Agreement, "Force Majeure" shall mean any of the events or circumstances or combination of events or circumstances that is beyond the reasonable control of either Party and adversely affects the performance by either Party of its obligations under this Agreement, provided that such material and adverse effect could not have been prevented, overcome or remedied in whole or in part by the affected Party through the exercise of diligence and reasonable care. 12.1 Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement due to one or more events of Force Majeure or its or their effects or by any combination thereof. In no event shall Force Majeure exclude any Party's obligation to pay monies under this Agreement. 12. 12.2 Either Party hereto may terminate this Agreement by giving thirty (30) Days' prior written notice to the other Party if a Force Majeure event continues unremedied for more than three (3) Months whereupon the rights and obligations of each Party shall cease (but without prejudice to any existing right or claim arising or accruing prior to or pursuant to such termination in accordance with this Agreement). 13. Confidentiality: Parties have signed a separate non-‐disclosure Agreement (NDA) along with this Agreement. Parties shall comply with the terms and conditions of NDA with regard to the information being shared between parties. 14. Applicable Law and Dispute Resolution: This Agreement shall be interpreted in accordance with Laws of Dubai, United Arab Emirates. Any dispute, controversy or claim arising out of or in relation to this Agreement or the breach, termination or invalidity thereof, if the same cannot be settled amicably among the Parties concerned, shall be settled by final and binding arbitration in accordance with the UAE Civil Procedure Code or the relevant laws as appropriate, 15. Notices: All notices, requests or consents to be given under this Agreement must be in writing and shall be deemed effectively given when personally delivered or mailed by pre-‐paid certified mail, return receipt requested addressed as follows and shall be deemed received two days after mailing or on the date of delivery, if personally delivered or in the case of fax, on the date Page 3 of 6 SERVICE AGREEMENT 16. of sending, provided a confirmation of receipt is obtained within normal business hours, otherwise on the following day : To Appzinc at: Attn: To THE CLIENT at: Attn: ______________________________ __________________________________ Any Party may change the address to which notices are to be directed to it by notice to the other parties in the manner specified above. No Partnership: Nothing in this Agreement shall create a partnership or a corporation between the Parties or an agency. No Party shall by virtue of this Agreement have the power or authority to enter into any agreement or undertaking for or to act on behalf of or otherwise to bind the other Party as to any matter or thing to be done in relation to the Services save as may be expressly authorized in this Agreement or agreed in writing between the Parties from time to time. 17. Entire Agreement: This Agreement and its appendices constitutes the entire agreement and understanding between the Parties in relation to the provision of the Services and neither Party has relied on any warranty or representation of the other except as expressly stated or referred to in this Agreement. This Agreement may be amended in writing signed by or on behalf of the Parties. This Agreement supersedes any and all other Agreements between the Parties, whether written or oral, with respect to the subject matter hereof. 18. Waiver: The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. 19. Third Party Rights: This Agreement does not create or confer any rights or benefits enforceable by any person who is not a party to this Agreement. 20. Counterparts: This Agreement may be executed in counterparts, all of which shall constitute one agreement between the parties. IN WITNESS WHEREOF the parties have caused their respective authorised representatives to execute and deliver this Agreement as of the date first above written. For and on behalf of the Appzinc For and on behalf of the THE CLIENT by duly authorized representative by duly authorized representative ____________________________ ________________________________ Name and signature of the Person Name and signature of the Person Page 4 of 6 SERVICE AGREEMENT SCHEDULE 1 SCOPE OF SERVICES Page 5 of 6 SERVICE AGREEMENT SCHEDULE 2 PAYMENT TERMS Page 6 of 6