Terms of Service
This Agreement is between Customer and Adbrew (”Parties”).
“Customer” means the entity on behalf of which these Terms are accepted or, if that does not apply, the individual accepting these Terms / this Agreement (“Agreement”). “Adbrew” means Adbrew Software Private Limited, which owns Adbrew Software.
Anyone accepting this Agreement, if on behalf of your employer or another entity, agrees that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.
If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in this Agreement will refer to you, your employer, or that entity.
By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox) or use or access the Products.
1. Acceptance and Formation
1.1. Your act of submitting an online registration, or selecting an acceptance option (such as clicking “accept”) constitutes your acceptance to engage Adbrew for the provision of Services and/or Deliverables under this Agreement. Adbrew’s acceptance of this offer, whether through confirmation email or commencement of Services (including preparatory work), establishes a binding agreement between the Parties. The Order Form (inclusive of any related schedules, attachments, or addenda provided by Adbrew) and this Agreement constitute a valid contract.
1.2. In the event that Adbrew and you execute an Order Form that specifies terms differing from those set forth in this Agreement, including but not limited to pricing, duration of engagement, scope of services, or other commercial terms, such Order Form shall be deemed valid and binding. The Order Form shall supersede only those specific provisions of this Agreement that are expressly addressed and modified therein. All other provisions of this Agreement not expressly amended or overridden by the Order Form shall continue to apply in full force and effect and shall be interpreted in conjunction with the Order Form. This Agreement and any executed Order Form, if any, shall be read together as a single, integrated agreement.
1.3. For the purposes of interpretation, wherever the term “this Agreement” is used herein, it shall be deemed to include and refer to both this Agreement and any executed Order Form(s), if applicable. In the event an Order Form is executed, it shall form an integral part of this Agreement and be read in conjunction with this Agreement, subject to the terms governing their relationship as set forth herein.
1.4. Any other terms or conditions, whether agreed previously, standard business forms, or implied by trade practices, shall not apply to this Agreement unless expressly agreed to in writing by Adbrew.
2. Term & Termination
2.1. This Agreement shall come into force from the date when this Agreement is accepted or as mentioned in the Order Form, if applicable and will continue until terminated by either party, by providing at least thirty (30) days’ written notice to the other party.
2.2. Termination
A. Either party may terminate this Agreement with immediate effect by delivering notice of the termination to the other party, if:
The other party has made any inaccuracy in, or otherwise materially breaches/breached, any of its obligations, covenants, or representations made in this Agreement and fails to rectify the said breach within a period of 30 days after the affected party delivers notice to the breaching party reasonably detailing the breach;
The other party repeatedly breaches this Agreement; or
The other party becomes insolvent, enters liquidation, makes an assignment for the benefit of creditors, or is subject to any analogous event indicating financial distress (an “Insolvency Event”).
B. Adbrew may terminate this agreement with immediate effect by delivering notice of termination to the Client if the Client fails to pay the invoice amount on time.
3. Services & Warranties
3.1. Services: Adbrew agrees to provide the Client with Adbrew Software (“Platform”) as a Software as a Service (“SaaS”), a hosted software, for managing Ads through automation, analytics, and insights and also provide for the maintenance and support for the same, as outlined in this Agreement.
3.2. Adbrew warrants that it provides the Platform using a commercially reasonable level of care and skill.
3.3. Representations and Warranties:
A. Each Party hereby warrants and represents that:
It holds, at all times, all licenses and/or permits necessary under all applicable statutes and regulations for it to perform the Services hereunder;
It will not, in performing its duties and obligations under this Agreement, put itself or the other Party in breach of any applicable laws, rules or regulations; and
It is not, at the time of entering into this Agreement, insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or petition for winding up or bankruptcy (as the case may be) or to exercise any other rights over or against its assets or any event analogous to any of the foregoing under the laws of any applicable jurisdiction.
B. Adbrew Represents and Warrants that:
The Services and Deliverables will be performed with reasonable skill, care, and diligence;
The Services and Deliverables will adhere to generally accepted industry standards; and
The Services and Deliverables will materially conform to any specifications, if any, expressly outlined in the Order Form (“Specifications”)
3.4. EXCEPT FOR THE LIMITED WARRANTY, THE PLATFORM IS PROVIDED ON “AS IS” AND ADBREW SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ADBREW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADBREW MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CLIENT’S OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
4. Fees & Payment
4.1. Payment Terms:
A. The Client agrees to pay Adbrew the fees as specified in the Order Form, or as otherwise agreed in writing, including via email, between the Parties. All payments shall be made in accordance with the terms and timelines set out in the Order Form or the present Agreement or otherwise agreed in writing between the Parties. Unless otherwise stated, all fees are exclusive of applicable taxes, shall be borne by the Client.
B. The Client shall clear the fees within 30 days from the date of receipt of the invoice or the date as mutually agreed.
C. Adbrew may charge interest on any late payments. Interest accrues each day from the original due date of payment until the actual date the overdue amount is paid at an interest rate not less than 1.5% per month and a maximum interest rate permitted by applicable law.
D. Adbrew, at any time after the amount becomes overdue, has the right to suspend the provision of any Services or access to the Platform if the Client fails to clear the payment within 7 days from the date the amount becomes outstanding.
E. The amount payable by the Client in relation to this Agreement is exclusive of regulatory advertising fees (including those charged by the Platforms), VAT, sales, use and/or any other fees or taxes unless expressly agreed in writing as part of the Order Form. If the Client fails to pay such taxes, the Client shall be responsible for the payment to the relevant authorities. Adbrew reserves the right to collect regulatory fees and taxes from the Client at any time, except with respect to any taxes based on Adbrew’s net income. In certain jurisdictions, Adbrew may be required to collect and remit sales tax in connection with the Client’s purchase of Services and Deliverables. Any such taxes will be added to the fees and reflected on the invoice.
F. The Client does not have any right to withhold or offset any payments due to Adbrew against amounts Adbrew may owe the Client, except with the written consent of the Parties.
G. The Client agrees to reimburse Adbrew for any reasonable costs incurred in recovering overdue payments and for any out-of-pocket expenses directly related to the provision of the Services, including any media spend or advertising costs incurred on your behalf. Upon request, Adbrew will provide reasonable documentation supporting such expenses.
H. If any undisputed amounts remain unpaid more than fourteen (14) days after the due date, Adbrew may suspend your access to the Services at any time until full payment is received.
I. Upon termination or expiration of this Agreement, all outstanding Fees and reimbursable expenses will become immediately due. Adbrew reserves the right to recover any collection-related costs from you.
5. Intellectual Property
5.1. All intellectual property rights in and to the Services, Platform, documentation, deliverables, and any other materials provided by Adbrew (”Adbrew IP”) are and shall remain the sole property of Adbrew. By entering into this Agreement, no rights in the Adbrew IP are transferred to the Client in any manner whatsoever.
5.2. Subject to the Client’s compliance with this Agreement and timely payment of applicable fees, Adbrew grants you a limited, non-exclusive, non-transferable, non-assignable, revocable, worldwide, royalty-free license (without the right to sublicense) to access and use the Services and Deliverables solely for the Client’s internal business purposes during the term of this Agreement.
5.3. The Client shall retain ownership of any data, content, or materials uploaded, input, or provided by the Client to Adbrew (“Client Materials“). Adbrew acknowledges that all intellectual property rights in and to the Client Materials belong to the Client, subject to the limited license granted to Adbrew as necessary to provide the Services.
5.4. The Client grants Adbrew and its affiliates a non-exclusive, worldwide, royalty-free license to use Client Materials and data derived from the Client’s use of the Services for the purposes of operating, maintaining, and improving the Services. For avoidance of doubt, Adbrew shall use, reproduce and disclose Platform, Software and Services-related information, data, and material that is anonymised, de-identified, or otherwise rendered not reasonably associated or linked to Client, all of which information, data, and material will be owned by Adbrew.
5.5. Adbrew will defend, indemnify, and hold the Client harmless from any third-party claim, demand, or legal action alleging that the Deliverables infringe such third party’s intellectual property rights (a “Claim“), provided that Adbrew will not be liable for any Claim arising from: (i) changes made to the Deliverables at the Client’s written instruction; (ii) the Client’s failure to use a new or updated version provided to avoid infringement; (iii) modifications made by the Client or on the Client’s behalf without Adbrew’s prior written consent; or (iv) use of the Deliverables in combination with other systems or materials not contemplated in this Agreement.
5.6. To be eligible for indemnification under Clause 6.5, the Client must:
A. Promptly notify Adbrew in writing of the Claim;
B. Allow Adbrew sole control over the defence and/or settlement of the Claim; and
C. Cooperate with Adbrew in the defence of the Claim.
5.7. If Adbrew reasonably believes that a Claim could impair the Client’s use of the Services or Deliverables, Adbrew may, at its discretion:
A. Procure the continued right for the Client to use the Services;
B. Replace or modify the Services so they are non-infringing; or
C. Terminate the affected portion of this Agreement and refund any prepaid amounts for Services or Deliverables no longer usable.
5.8. The Client agrees to indemnify, defend, and hold Adbrew harmless from any third-party claim arising from allegations that the Client Materials infringe intellectual property rights.
5.9. For such claims:
A. Adbrew will notify the Client promptly;
B. Adbrew will give the Client control over the defence and settlement; and
C. Adbrew will provide reasonable assistance at the Client’s expense.
5.10. The Client expressly consents to Adbrew’s use of its trademark or logo free of cost and to identify the Client as a customer on its Website and/or marketing collateral.
6. Obligation to enable performance
6.1. The Client agrees to provide Adbrew with the necessary cooperation, including but not limited to:
A. Access to systems, tools, or personnel as reasonably required; and
B. Timely, accurate, and complete information, instructions, data, or materials needed for Adbrew to perform its obligations under this Agreement.
6.2. To the extent any delay or failure in Adbrew’s performance is caused by the Client’s acts or omissions (including failure to provide required access or cooperation), Adbrew shall not be deemed in breach of this Agreement, nor shall be liable for any resulting delay, deficiency, or loss arising from such circumstances.
7. Confidentiality
7.1. The term “Confidential Information” shall mean all information and documentation of a party that: (i) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (ii) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and/or, (iii) should reasonably be recognized as confidential information of the disclosing party.
7.2. The term “Confidential Information” does not include any information or documentation that was: (i) already in the possession of the receiving party without an obligation of confidentiality; (ii) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (iii) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (iv) publicly available when received, or thereafter became publicly available(other than through any unauthorized disclosure by, though, or on behalf of, the receiving party). For purposes of this Agreement Client Information shall be deemed to be Confidential Information.
7.3. All confidential information communicated to or/and obtained between Parties during the course of this Agreement shall be held in full trust by the receiving party. At no time shall either of the Parties use any Confidential Information obtained for the purposes of performing this Agreement either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
7.4. The receiving party shall keep in strict confidence and shall not, without the prior written consent of other party, use for a purpose other than for the purpose of the Contract or disclose to any third party any information relating to this Agreement and its terms including but not limited to any information related to the party’s business how-so-ever acquired, directly or indirectly, trade secrets, the information or data received from disclosing party or any other data pertaining to the disclosing party that may come into receiving party’s possession in any form during the course of performance of the Services including information having commercial value, any intellectual property of the parties including but not limited to the use of any name, trademarks and other information of a confidential nature acquired in the course of dealings between the Parties under this Agreement. The receiving party shall disclose Confidential Information only to such employees/subcontractors who have a need to know the Confidential Information for undertaking the performance of the Services.
7.5. Confidential Information may be disclosed by the receiving party to any governmental or other statutory or regulatory body pursuant to any applicable or relevant law or regulations only to the extent necessary for the purposes contemplated by this Agreement, or as is required by law, and subject in each case to the receiving party using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
8. Data Privacy
8.1. The Client and Adbrew agree to comply with all applicable laws, regulations, and governmental requirements in relation to the provision, access, and use of the Services and Deliverables. This includes, without limitation, full compliance with laws and regulations concerning data protection, data privacy, and the handling of personal information. Each party is individually responsible for ensuring its activities under this Agreement are in compliance with all relevant legal and regulatory obligations.
8.2. Each party shall comply with applicable data protection laws in connection with any Personal Data processed under this Agreement. This includes, where relevant, adherence to obligations under the EU GDPR, UK Data Protection Act, or similar legislation. Both parties shall implement appropriate technical and organisational safeguards to prevent unauthorised access, use, or disclosure of Personal Data. Capitalised terms in this clause have the meanings given under the applicable data protection legislation.
9. Anti-Bribery and Sanctions
9.1. Each party represents and warrants that it shall:
A. Comply with all applicable anti-bribery, anti-corruption, and related ethical conduct laws and regulations;
B. Implement and maintain internal policies and procedures to prevent bribery and corruption in accordance with applicable legal requirements; and
C. Immediately notify the other party upon receiving any request or demand for an improper financial or other benefit in connection with this Agreement.
9.2. Adbrew adheres to a corporate compliance policy that respects all relevant trade sanctions and export control laws, including those imposed by the United States, the European Union, the Republic of India, and other applicable jurisdictions. As part of this commitment, Adbrew reserves the right to decline any engagement or suspend Services to any individual or entity located in, owned by, or affiliated with a sanctioned country or organisation.
9.3. A breach of this Section by either party shall be considered a material breach of this Agreement and may result in immediate termination without liability to the non-breaching party.
10. Consequences of Termination
10.1. The termination of any of the contracts between the parties shall not affect the validity or continuation of any other separate contract, agreement, or order forms that may be in place between the Client and Adbrew.
10.2. Upon termination or expiration of this Agreement, any provisions which by their nature or express terms are intended to survive shall remain in full force and effect. This includes, but is not limited to, provisions relating to confidentiality, ownership of intellectual property, payment obligations, indemnities, and limitations of liability.
11. Indemnity and Limitation of Liability
11.1. Adbrew agrees to indemnify, defend, and hold harmless the Client (“Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any direct and intentional act, error or omission or misconduct solely attributable to Adbrew during the performance of this Agreement, including, Claims arising out of or relating to: (i) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; or, (ii) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the acts or omissions of an Indemnitee. The Client agrees to indemnify, defend, and hold harmless Adbrew from any and all Claims against Adbrew resulting from any action or inaction by the Client or the Client’s employees, contractors, agents, or affiliates.
11.2. Proprietary Rights Indemnification: Adbrew agrees to indemnify, defend, and hold harmless Indemnitees from and against all Claims which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services infringing any proprietary rights.
11.3. Indemnification Procedures: Promptly after receipt of any claim against an Indemnity, the Client shall give notice thereof to Adbrew; if failure to give or delay in giving such notice shall not relieve Adbrew of any liability, it will indemnify except to the extent that Adbrew demonstrates that the defense of the Claim is prejudiced thereby. Adbrew shall have sole control of the defence and of all negotiations for the settlement of a Claim, and the Client shall not independently defend or respond to a Claim, provided.
11.4. Neither party shall be liable for failure or delay in fulfilling its obligations under the Agreement where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, internet outages, strikes, or governmental restrictions.
11.5. Each party agrees that, in entering into this Agreement, it has not relied on any representation, warranty, or other assurance not expressly set out herein, and neither party shall have any remedy in respect of any such representation or assurance (whether made innocently or negligently).
11.6. Limitation of Liability: NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDED, HOWEVER, THAT ANY LIABILITY OF EITHER PARTY IMPOSED HEREUNDER BY ANY COURT OF COMPETENT JURISDICTION, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL, IN ALL INSTANCES, NOT EXCEED AN AMOUNT EQUAL TO THREE (3) MONTH’S FEES PAID OR PAYABLE UNDER THIS AGREEMENT.
11.7. The limitations of liability in this Section do not relieve the Client of its obligation to pay any outstanding Fees or amounts properly due under this Agreement.
12. Dispute Resolution
12.1. If any dispute arises between the Parties relating to the interpretation or performance of the Contract or the grounds for the termination hereof, the Parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such a meeting, the Parties do not succeed in resolving the dispute, either party may protect its interests by any lawful means available to it.
13. Governing Law and Jurisdiction
13.1. This Agreement shall be governed by and construed in accordance with the laws of India.
13.2. The Parties agree that the courts located in the National Capital Territory of Delhi, shall have exclusive jurisdiction over any dispute, claim, or controversy arising out of or relating to the Agreement, its interpretation, or its breach. Each party irrevocably submits to the personal jurisdiction of such courts.
13.3. Nothing in this clause shall prevent either party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
14. Service-Specific Provisions
14.1. Access to and use of the Services is restricted to the Client’s employees and individual contractors (“Users“) for the Client’s internal business purposes only. Usernames and passwords are issued for each User and must not be shared. The Client shall be responsible for promptly notifying Adbrew if a User’s access should be revoked. The Client is responsible for ensuring compliance with this Agreement by all Users and for any User’s acts or omissions.
14.2. A setup period may apply before full access to the Services is available. The Client shall remain liable for any invoiced fees during this setup period, regardless of service availability.
14.3. Adbrew makes no warranties regarding the reliability, accuracy, or outcomes of the Services or Deliverables.
14.4. Adbrew does not warrant that: (i) Services or Deliverables will be uninterrupted, error-free, or timely; (ii) the quality will meet your expectations; or (iii) the Services will operate seamlessly with any third-party systems or data.
14.5. The Client acknowledges that electronic communications may result in delays, data loss, or corruption.
14.6. Unless otherwise expressly stated, all Services and Deliverables are provided “as is” and it is the Client’s responsibility to confirm that the Services and/or Deliverables meet the Client’s needs.
14.7. The Services and Deliverables do not constitute professional advice or recommendations.
14.8. Adbrew may suspend or modify the Services: (i) for emergency maintenance or upgrades, without notice; (ii) for scheduled maintenance, with reasonable notice; (iii) without notice if you breach the Agreement; or (iv) to update specifications, provided no material detriment is caused.
14.9. Adbrew may modify Services or Deliverables at any time, provided the modifications do not materially impair their functionality.
14.10. Usage Restrictions:
A. The Client agrees not to:
Reverse engineer or extract source code from the Services;
Build or assist in building a competing service;
Frame or mirror the Services except for internal use;
Sublicense, rent, resell, or otherwise distribute the Services;
Remove proprietary notices;
Use the Services in a manner that disrupts Adbrew’s operations;
Upload harmful code or interfere with system integrity;
Circumvent access restrictions or gain unauthorised access;
Permit third-party use unless expressly authorized; or
Access any other Adbrew customer’s data.
B. The Client undertakes not to upload content or use the Services to run ads that:
Are illegal, obscene, hateful, or discriminatory;
Promote illegal activity or infringe third-party rights;
Violate applicable platform policies or laws; or
Contains misleading or deceptive information.
C. In addition to the Client’s obligations, the Client will indemnify Adbrew and its affiliates for any claims, costs, or damages resulting from the Client’s breach of this clause or misuse of the Services, including content or conduct that violates applicable publisher or platform policies. This indemnity is not subject to the liability limitations.
14.11. If the Client provides any Customer IP for use with the Services, the Client grants Adbrew and its contractors a non-exclusive, royalty-free, sublicensable, and transferable license to use such materials to perform the Services and for limited promotional purposes.
14.12. If the Client’s business is acquired, Adbrew may revise the fee structure to reflect increased usage.
14.13. Adbrew may limit access to historical data and archive old data based on volume or date, with archived data extractable for a fee.
14.14. The Client shall be responsible for uploading its Client Materials and ensuring that it is compliant with all applicable standards. Adbrew reserves the right to review and remove any materials it deems non-compliant or inappropriate, and neither Adbrew nor the platforms are liable for the removal or rejection of any content. Adbrew may adjust content formatting as needed to meet platform standards or applicable law.
14.15. Notwithstanding anything contained herein, Adbrew may aggregate statistical information related to the performance of the service(s), including metadata, for purposes of updating and/or improving the service(s), provided that such information does not identify the Client as the source of such data or include any personally identifiable information.
15. Miscellaneous
15.1. Assignability: Neither Party can assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party.
15.2. Notices: Any notices required to be given to either party shall be sent to either party at the addresses as mentioned in the order Form.
15.3. Force Majeure: Neither party shall be responsible for any delay or failure in performance caused by flood, riot, insurrection, fire, earthquake, strike, explosion, war, terrorism, crime including theft, breakdown of the technological systems, act of God, or any other force or cause beyond the reasonable control of the Party claiming the protection of this Clause. The Party claiming an event of force majeure shall promptly notify the other Party in writing and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other Party informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed. The Parties agree that in the event that a Party is prevented by an event of force majeure from performing its obligations under the Agreement for a continuous period of 45 days or above, the Parties shall mutually agree on the way forward.
15.4. Modification: Client acknowledges and agrees that Adbrew may, at its sole discretion, modify the terms of this Agreement from time to time. Any such modifications shall become effective upon being posted on https://adbrew.io or communicated through relevant notifications. The Client is responsible for reviewing such modifications. Continued use of the Cloud Services after the effective date of any modifications shall constitute the Client’s acceptance of the revised terms.
15.5. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until this Agreement is terminated.
15.6. Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.
15.7. This Agreement, along with the Order Form, constitutes the entire understanding between the Parties, and revokes and supersedes all prior contracts/discussions between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement.