Privacy Policy

Whereas

(A) Zealous Studios wishes to discuss and evaluate certain business matters with regard to the film or the project that the parties believe could be of mutual benefit.

(B) The parties are entering into this Agreement because each of Zealous Studios and the Freelancer/Studio acknowledge and agree that, in order for the parties to have meaningful discussions about, and properly evaluate, such business matters (the “Intended Purpose”), there is a need for each party to disclose to the other certain information that is to be used only for the Intended Purpose and must be protected from unauthorized use or disclosure. For purposes of this Agreement, the party disclosing information shall be referred to hereunder as the “Disclosing Party”, and the party receiving such information shall be referred to hereunder as the “Receiving Party”.

Now, therefore, in consideration of the mutual promises, covenants and undertakings contained herein, Zealous Studios and the Freelancer/Studio agree as follows.

Confidential Information

1. For purposes of this Agreement, “Confidential Information” shall mean all images and information disclosed to Receiving Party by Disclosing Party, whether disclosed orally or in writing and whether or not specifically marked as “Confidential” or “Proprietary,” including, without limitation, all information related to either party's existing, proposed or potential software, all works of authorship (such as documents, artworks, music, etc.), technology, processes, projects, customers, contracts, knowledge, products, services, markets, financial statements and proposed business plans, policies and purposes, and other business, creative and financial information and the tangible materials containing any such information, including, without limitation, written and printed documents, computer disks, tapes and hard drives, whether machine or user readable.

2. Confidential Information shall not include any information or material: (a) that is already known to Receiving Party before disclosure by Disclosing Party; (b) that is developed through the independent efforts of Receiving Party (without the use of Confidential Information); (c) that is or subsequently becomes available to the general public other than through a breach of this Agreement by Receiving Party; or (d) that Receiving Party rightfully receives from a third party, where such disclosure was made without any restriction as to confidentiality or use (and Receiving Party does not know or have any reason to believe that the third party's disclosure of such information or material violated an obligation or duty of confidentiality to Disclosing Party).

Restrictions

1. Receiving Party shall disclose Confidential Information only to Receiving Party's employees on a need-to-know basis and provided such employees have signed an agreement with Receiving Party containing confidentiality provisions substantially similar to those set forth herein (“Authorized Personnel”), and shall advise any such Authorized Personnel that the Confidential Information is to be used only for the Intended Purpose. Receiving Party shall ensure compliance by Authorized Personnel with the terms and conditions of this Agreement, and shall be responsible for any breach of such terms and conditions by any Authorized Personnel. Receiving Party shall only be authorized to reproduce, summarize and/or distribute Confidential Information to the extent that such actions are in furtherance of the Intended Purpose.

2. Receiving Party shall not otherwise disclose Confidential Information to any third parties (other than those parties contemplated in Paragraph 1 above), except to the extent that Receiving Party is compelled to do so in accordance with judicial or other governmental order, or as otherwise required by law, in which case Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order (or equivalent) obtained by or on behalf of Disclosing Party.

3. Receiving Party shall take reasonable security measures, which such measures shall be at least as great as the measures Receiving Party uses to keep its own confidential information secure, to hold the Confidential Information in strict confidence and safe custody. Receiving Party agrees to segregate, to the extent it can be reasonably done, the Confidential Information from the confidential information and materials of others in order to prevent commingling.

4. Receiving Party shall not solicit any of the employees of the Company or vendor who have directly or indirectly worked for providing Services to the Company & vendor or its Authorized Person for employment with the Company & vendor till one year from the date of termination of this agreement.

5. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and or any other manner.

Rights and Remedies

1. All Confidential Information provided by Disclosing Party shall remain the property of Disclosing Party, and such disclosure of the Confidential Information to Receiving Party does not grant any express or implied right to Receiving Party under the patents, copyrights, or trademarks of either Disclosing Party. At Disclosing Party's request, Receiving Party shall return or destroy, at Disclosing Party's option, all originals, copies, reproductions and summaries of the Confidential Information, and if Disclosing Party so requests, Receiving Party shall certify that it has returned or destroyed all such Confidential Information.

2. Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Limitation of Warranty and Liability

Although each party will endeavor to include in the Confidential Information that information known and believed by such party to be relevant to the discussions for the Intended Purpose, each party acknowledges that neither party nor any of its representatives makes any representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. Each party hereto agrees that neither party nor its representatives shall have any liability to the other party resulting from or arising in connection with the discussions for the Intended Purpose.

General Provisions

1. This Agreement shall be governed by, and construed in accordance with, the laws prevailing in India excluding conflict of law provisions.

2. The parties agree that the exclusive venue for any and all controversies or claims arising out of, in connection with, or relating to this Agreement, or a breach hereof, shall be the Indian Arbitration & Conciliation Act, 1996. Each of the parties hereto expressly agrees that such courts shall have exclusive subject matter jurisdiction and personal jurisdiction over such party, and hereby unconditionally and irrevocably consents to the exercise of such subject matter and personal jurisdiction.

3. Any portion or provision of this Agreement which is deemed to be invalid, illegal or unenforceable shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining portions or provisions hereof.

4. Each party agrees to promptly execute and deliver such documents and instruments and to promptly do such other acts as are reasonably requested by the other party and are in the reasonable judgment of the other party necessary or appropriate to effectuate the purposes of this Agreement, including without limitation, executing and delivering documents and/or instruments which may be recorded or filed and cooperating in effecting such recordation or filing.

5. This Agreement shall constitute the full and binding agreement of the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or understandings with respect thereto. This Agreement may not be amended or modified and no waiver hereunder shall be valid unless authorized in writing and signed by both parties. Amendments of individual obligations of this Agreement shall not affect the other obligations.

6. The parties acknowledge and agree that any agreement between Zealous Studios and the Freelancer concerning any specific transaction will exist only when such agreement is in writing and duly executed by the parties thereto.

7. The parties acknowledge and agree that each party is acting independently from the other, and nothing in this Agreement shall be deemed to make either party the agent of the other, or create a partnership or joint venture between the parties.

8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and all of the rights and obligations created by this Agreement shall survive any change and/or termination of the parties' business relationship.

9. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. Payment Terms

a) The professional fee shall be payable on a bi-monthly billing cycle, divided into two task periods as detailed below:

For example: work completed and approved between the 1st and 15th of November is paid on or before 20th December. Work completed between the 16th and 30th of November is paid on or before 10th January.

b) The approximate billing cycle shall be forty (40) to fifty (50) days from the end date of each project completed.

c) All payments shall be subject to the completion of the assigned tasks and final approval by the Client.

Execution

By ticking the box when you create your account, you agree to be bound by the terms and conditions set forth herein. Zealous Studios is represented by Kumar R, Co-Founder.

Your typed signature and the date and time you submitted are stored with your profile and shown to the Zealous Novaz team reviewing it.