Terms & Conditions

1. “Agreement” means the Master Services Agreement, including the Short-Form Service Agreement, these Master Terms & Conditions, and any Statements of Work (SOWs) executed between the Parties.
2. “Client” means the entity identified as the customer in the Short-Form Service Agreement.
3. “Service Provider” means Regents Inc. (D/B/A Gushwork), including its affiliates, officers, employees, and contractors.
4. “Services” means AI-assisted managed growth, inbound demand generation, digital visibility optimization, content operations, website optimization, analytics, automation, reporting, campaign management, conversion optimization, and related professional services provided by Service Provider, as detailed in applicable Order Forms.
5. “Deliverables” means customer-specific outputs, reports, dashboards, campaigns, and digital assets expressly identified in an applicable Order Form and produced for Client in the course of providing the Services.
6. “Customer Deliverables” means customer-branded, customer-specific outputs expressly identified in an Order Form, including approved published website materials, lead data outputs, analytics configurations, and final creative assets produced for Client.
7. “Order Form” or “SOW” means a mutually executed ordering document referencing these Terms that specifies the Services, Deliverables, fees, term, and commercial conditions.
8. “Confidential Information” means all non-public information disclosed by either Party that is marked or otherwise understood to be confidential, including business, financial, technical, or customer data.
9. “Intellectual Property Rights” means all current and future worldwide rights in patents, copyrights, trademarks, trade secrets, know-how, and similar proprietary rights.
10. “Effective Date” means the commencement date of the Agreement as specified in the Short-Form Service Agreement.
11. “AI Systems” means machine learning models, large language models, generative AI systems, automation systems, recommendation engines, and AI-assisted software tools used by Service Provider in delivering the Services.
12. “Usage Thresholds” means operational assumptions, publishing limits, campaign limits, support limits, or service assumptions associated with a selected service package, as specified in the applicable Order Form.
13. “ICP (Ideal Customer Profile)” means the description of Client’s target buyer persona, industry verticals, company size, geography, and qualification criteria agreed in writing by the Parties.
14. “Term” means the initial term and any renewal terms of the Agreement, as defined in the Term & Termination section.

1. All personnel assigned by the Service Provider to perform Services (the “Personnel”) shall be qualified to perform the tasks assigned to them, and shall perform the Services in a professional manner.
2. Personnel engaged by the Service Provider shall not be construed to be the employees of the Client.

• The term “Disclosing Party” shall mean the Party disclosing Confidential Information, as defined below, to the other Party.  The term “Receiving Party” shall mean the Party receiving confidential Information owned by the Disclosing Party directly or indirectly from the Disclosing Party. 
• The term “Confidential Information” shall mean any and all information that the Disclosing Party has furnished or is furnishing to the Receiving Party, whether furnished before or after the date of this Agreement, whether tangible or intangible and whatever form or medium provided, including all information generated by the Receiving Party that contains, reflects or is derived from the furnished information; provided that Confidential Information shall not include any information which:
  
  
  1. is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party and was not received directly or indirectly from the Disclosing Party;
  2. is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the terms hereof;
  3. becomes available to the Receiving Party on a nonconfidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; or
  4. is independently developed by agents of the Receiving Party without access to, or the benefit of, any confidential Information.
• In consideration of the Disclosing Party’s disclosure to the Receiving Party of Confidential Information, the Receiving Party shall retain in strict confidence, and not disclose in any manner whatsoever, in whole or in part, to any person other than Permitted Recipients (defined below) or use for any purpose other than in connection with its performance of Services, any Confidential Information. The Receiving Party may disclose the Confidential Information to its directors, officers, employees and representatives (collectively, the “Permitted Recipients”) who need to know the Confidential Information in connection with the Services provided that such Permitted Recipients are legally obligated: (i) to hold such information in confidence and (ii) to use such information only for the purposes expressed herein. The receiving Party shall be liable for any breach by Permitted Recipients.
• Upon the termination of this Agreement, the Receiving Party shall return all originals and copies of any Confidential Information to the Disclosing Party or shall certify to the Disclosing Party that all copies of Confidential Information in the Receiving Party’s control have been destroyed. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section, the Disclosing Party shall be entitled to an injunction (without posting any bond therefor) restraining the Receiving Party from disclosing, in whole or in part, any such Confidential Information, or from rendering any service to any third party to whom the Confidential Information, in whole or in part, has been disclosed or to whom the Receiving Party is threatening to disclose same. Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to the Disclosing Party for such breach or threatened breach, including the recovery of damages.
• Service Provider shall not intentionally use Client Confidential Information to train public foundational AI models. Service Provider may retain anonymized, non-identifiable operational learnings solely to improve its internal systems.
• For purposes of this Agreement, “Results” shall include, without limitation, all data, designs, discoveries, creations, works, devices, masks, models, work in progress, deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by the Service Provider, alone or with others, which specifically result from, or were created to provide the Services performed by the Service Provider pursuant to this Agreement.
• Nothing herein shall give either Party any ownership rights in any works or innovations created by the other Party prior to, or during work unrelated to, the performance of Services under this Agreement, or in connection with the requirements of the other Party’s own operations, provided such works or innovations are created by employees or agents of that Party without reference to Confidential Information of the other Party (“Pre-existing Works”).

4.1 Upon payment in full, Client shall own: (a) customer-branded Customer Deliverables expressly identified in the applicable Order Form; (b) approved published website materials created specifically for Client; and (c) customer-specific analytics configurations. Service Provider retains all rights in its methodologies, prompts, AI Systems, automation workflows, templates, internal tooling, reusable components, and operational systems. Nothing herein transfers ownership of Service Provider’s systems, workflows, or AI tools to Client.

1. The Client shall pay the Service Provider the fees set forth in short form agreement by reference therein (the “Fees”). As a material term of this Agreement, the Service Provider agrees that the Fees as set forth therein represents the Client’s entire payment obligation for the Services hereunder.  
2. Whenever the withholding of any tax is required with respect to any payment for the Service Provider’s Fees under this Agreement, the Fees shall be grossed-up for such withholding taxes and charged over and above the monthly invoice fees sent to the Client so as to ensure the Service Provider realises the agreed fees in full. The Service Provider is responsible for remitting any required indirect taxes and fees to any relevant taxing or other authority which shall be billed as per the applicable statutes.

1. How the Services Work. The Services combine AI-assisted research, content generation,   optimization, automation, analytics, and reporting with Service Provider's operational workflows and quality processes. The degree of human review varies by workflow and is calibrated to the nature of each Deliverable.
2. Client Review. Because AI-generated outputs can occasionally contain inaccuracies or omissions, the Parties will work together to maintain quality: Service Provider applies its quality processes before delivery, and Client retains final review and approval of Deliverables prior to publication or use, particularly for claims specific to Client's products, pricing, or regulatory environment.
3. Performance. Service Provider will perform the Services with professional skill and care and will work toward the performance objectives described in the applicable Order Form. Client acknowledges that search rankings, AI platform citations, traffic, lead volume, and conversion outcomes are influenced by third-party algorithms and market factors outside either Party's control, and accordingly are objectives rather than guaranteed results.
4. Third-Party Platforms. Service Provider may use reputable third-party AI platforms, model providers, and cloud subprocessors in delivering the Services, and will exercise reasonable care in selecting and managing them. Availability of third-party systems is subject to those providers' own terms and uptime.
5. Client Data & AI Training. Service Provider will not use Client Confidential Information to train public foundational AI models. Service Provider may use anonymized, aggregated operational learnings that do not identify Client to improve its internal systems and service quality.
6. Acceptable Use. Client agrees to use the Services and Deliverables lawfully and in good faith, and not to: (a) publish fraudulent, defamatory, or infringing material; (b) engage in spam or deceptive marketing; (c) infringe third-party intellectual property; or (d) interfere with Service Provider's systems. Service Provider may suspend affected Services if continued provision would violate law or create material risk, and will notify Client and work with Client to restore Services promptly.

1. Initial & Renewal Term. This Agreement shall have an initial term of twelve (12) months commencing on the Effective Date (“Initial Term”) and shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

2. Lock-in and Mid-Term Review. Customer agrees that this Agreement shall have a minimum lock-in period of six (6) months from the Effective Date (and from the start of each Renewal Term), during which it may not be terminated for convenience. After the completion of the six-month period, the Customer may terminate the Agreement for convenience upon thirty (30) days’ prior written notice, subject to the completion of a performance review of the Services conducted jointly by the Parties. If no such termination notice is given, the Agreement shall continue for the remainder of the Initial or Renewal Term.

3. Termination for Cause. Either Party may terminate this Agreement for cause with immediate effect (i) if the other Party materially breaches any of its obligations and fails to cure such breach within fifteen (15) days of receiving written notice; (ii) if the other Party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (iii) upon a change in ownership of either Party such that the Parties no longer share a holding-subsidiary relationship. Upon any such termination for cause, the Client shall pay any outstanding fees and expenses owed to the Service Provider for Services rendered and agreed upon expenses incurred prior to the date of such termination, within 7 (seven) days of such termination. 

4. Effect of Termination.
   Upon termination or expiration of this Agreement for any reason:
   (a) all Services shall cease;
   (b) Client shall pay Service Provider for all Services rendered and fees accrued up to the effective date of termination; and
   (c) All SEO-related content assets, including without limitation text, keywords, metadata, and creative materials generated under the Services (collectively, the “Content Assets”), shall vest in and remain the property of Customer. Client acknowledges that all enhancements, modifications, or improvements made during the term are part of the Services and shall be retained by Customer following termination, unless otherwise agreed in writing.

5. Suspension. Service Provider may suspend Services immediately (without constituting breach) for: (a) non-payment overdue more than fifteen (15) days; (b) Client’s unlawful use of Services; (c) cybersecurity or regulatory compliance risk; or (d) Client’s material breach pending cure.
6. Survival. The obligations of the Parties under Sections 7, 8, 9, 10, 11, 12, 15, 16 and 17 shall survive the termination of this Agreement or any SOW executed pursuant to this Agreement

Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other Party, its parents, subsidiaries, affiliates, directors, officers and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims, injuries, judgments, fines, penalties, damages of, and liabilities to, the Indemnified Parties or to a third party and costs and expenses of the Indemnified Parties, including, without limitation, reasonable attorneys’ fees, court costs and other legal expenses (collectively, “Claims”), arising out of or in connection with (i) when applicable, the Indemnifying Party’s failure to meet its duties and obligations, as the agent or duly authorized representative of the Indemnified Parties under this Agreement or any SOW; or (ii) the Indemnifying Party’s violation of applicable Law in connection with its performance of this Agreement or any SOW.

1. WARRANTIES DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT GUARANTEE SEARCH ENGINE RANKINGS, TRAFFIC, LEAD VOLUME, CONVERSION RATES, REVENUE OUTCOMES, AI OUTPUT ACCURACY, AD PLATFORM PERFORMANCE, OR THIRD-PARTY PLATFORM UPTIME.
2. Each Party hereunder represents, warrants and covenants to the other Party as follows:
   (a)It has the full right and legal authority to enter into and fully perform this Agreement and any SOW in accordance with its terms.
   (b)This Agreement and any SOW, when executed and delivered by such Party, will be its respective legal, valid and binding obligation enforceable against it in accordance with its terms.
   (c)The execution and delivery of this Agreement have been duly authorized by such Party and the execution and delivery of each SOW will be duly authorized by each such Party, and such execution and delivery and the performance by each Party of its respective obligations hereunder and under the applicable SOW, do not and will not violate or cause a breach of any agreement or other obligation to which it is a Party or by which it is bound or affected.
   (d)It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services, and any information submitted to the Client under this Agreement or an SOW, whether or not patentable, may be utilized fully and freely by the Client.

1. Except for: 
   
   1. Damages caused by breaches of Section 6;  
   2. Any obligations or breaches of obligations to indemnify under Section 7 above; or
   3. Any damages caused by the other party’s gross negligence or willful misconduct (collectively “Excluded Liabilities”); 
2. Neither Party shall be liable to the other party hereunder for any incidental, consequential, indirect, special or punitive damages or liabilities of any kind for loss of revenue, loss of business or other financial loss arising out of or in connection with this Agreement or an SOW, including without limitation damages for lost profits, data or use, incurred by such other Party, regardless of the form of the action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of a Party hereto, has been advised of the possibility of such damages. The Parties agree that these limitations shall apply even if any limited remedy specified herein is found to have failed of its essential purpose.
3. Except for the Excluded Liabilities which are not limited, the liability of the Parties to each other shall be limited to direct damages, and the aggregate and cumulative liability of one Party to the other arising out of or related to this Agreement shall not exceed the total Fees paid under the applicable Order Form during the prior three (3) months. Service Provider shall not be liable for: (i) inaccuracies in AI-generated outputs; (ii) search engine or AI platform algorithm changes; (iii) third-party platform outages; (iv) customer-supplied data or decisions; (v) advertising platform actions; or (vi) cybersecurity incidents outside Service Provider’s reasonable control.

During the term of this Agreement and for a period of 2 (two) years after the expiry of the Term, the Client will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Service Provider or who was engaged as a contractor or consultant or employed by the Service Provider within 6 (six) months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Service Provider to terminate such engagement or employment or (c) in any way interfere with the relationship between the Service Provider and any individual who is engaged as a contractor or consultant or employed by the Service Provider.

1. This Agreement shall be governed by the laws of the State of Delaware, USA without regard to conflict-of-laws principles. For India-domiciled customers contracting with Delfin Technologies India Private Limited, Indian law applies with arbitration seated in Bengaluru under the Arbitration and Conciliation Act, 1996.
2. If either Party has a dispute regarding either the Agreement or an SOW or their respective interpretation, or any Services provided pursuant to such Agreement and SOW (“Dispute”), both Parties will follow the Dispute Resolution process described in this Section.
3. Unless agreed differently in writing between the Parties with respect to a specific SOW, all Disputes with respect to the Agreement or a specific SOW shall be referred first to the management of the Parties for resolution.
4. If the Dispute is not resolved within 30 (thirty) days from the date of referral, either Party may escalate the Dispute to the chief executive officer of the Client and the Service Provider or their designees.  
5. Except for claims seeking injunctive or equitable relief relating to intellectual property rights, confidentiality obligations, or unauthorized use of the Services, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Delaware. Unless otherwise agreed by the parties or determined appropriate under the applicable AAA rules, the arbitration may be conducted remotely. The arbitration shall be conducted by one arbitrator.
6. All arbitration proceedings shall be conducted in the English language. The arbitrator shall decide any such dispute or claim strictly in accordance with the governing law specified above. Judgement upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Each Party shall bear its own costs in relation to any arbitration proceedings conducted.
7. Any award made by the arbitrator shall be final and binding on each of the Parties to the Dispute.
8. In the event of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement and the SOWs during the pendency of arbitration proceedings unless and until the arbitral tribunal otherwise orders.

The obligations of both Parties shall be suspended and neither Party shall be liable for a delay or failure to fulfill its obligations under this Agreement or the applicable SOW (i) arising from any cause beyond its reasonable control, including without limitation, fire, flood, explosion, Act of God, civil unrest, inability to procure necessary supplies or equipment, AI provider outages, cloud platform failures, cybersecurity incidents, internet infrastructure failures, or (ii) arising from strikes, work stoppages or other collective labor disputes (“Force Majeure Event”). The Party whose performance is hindered, delayed or made impracticable shall notify the other Party in writing within seven (7) days of such Force Majeure Event and, to the extent possible, inform the other Party of the expected duration of the Force Majeure Event. Notwithstanding this provision, nothing contained in this Agreement shall relieve the Client of the obligation to pay for Services performed prior to the occurrence of such Force Majeure Event.

1. The Service Provider is an independent contractor. The Service Provider’s employees shall not be deemed for any purpose to be employees of the Client. 
2. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party.
3. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

All notices required to be given hereunder to either Party shall be in writing and sent to the other Party at its address as set forth in the preamble of this Agreement. Notice may be sent by overnight courier, electronic mail or by any other method reasonably calculated to reach the other Party within a commercially reasonable period of time. Such notice shall in all cases be effective upon receipt upon the first business day following deposit in the United States.

Each Party hereunder agrees to cause its employees and each subcontractor engaged by it to perform or receive any Services, in accordance with all applicable laws, ordinances, rules and regulations, including but not limited to, (i) all applicable equal opportunity and harassment laws, wage and hour laws, leave of absence laws, safety and health laws, record-keeping requirements, immigration laws, privacy laws, workers’ compensation laws, unemployment compensation laws, establishment closure laws and labour relation laws, including but not limited to applicable labour welfare fund legislations, the applicable national, festival and other holidays rules, applicable state shops and commercial establishments legislations, (ii) the provisions of all other laws governing the protection of data and privacy, (iii) the provisions of all export compliance laws, ordinances, rules and regulations governing the export or import of technology, Services, Results or Confidential Information or other data or other item to which such export laws may apply, (iv) the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all other relevant anti-corruption laws, and (v) the provisions of all environmental and health and safety laws, which in each case if breached would result in liability for the other Party (collectively, “Laws”).

1. Amendments. This Agreement or an SOW cannot be modified except by an agreement in writing specifically referring to this Agreement or the applicable SOW and signed by authorized representatives of the Parties.
2. Cumulative Rights. The rights and remedies set forth herein are intended to be cumulative, and the exercise of any one right or remedy by either Party shall not preclude or waive its exercise of any other rights or remedies hereunder or pursuant to law or equity.
3. Severability. If any part of this Agreement or an SOW is held to be invalid for any reason, the remaining portion shall remain in full force and effect. The invalid provision shall be replaced by a substitute provision which is valid and as nearly as possible maintains the same economic purposes and intentions of the invalid provision.
4. Entire Agreement. This Agreement and any SOWs constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements in regard thereto.
5. Waiver. The failure of a Party to insist upon strict adherence to any provision of this Agreement or SOW on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement or SOW.
6. Interpretation. The Parties agree that each Party has reviewed this Agreement and the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the construction of this Agreement or an SOW.
7. Assignment. Neither Party may assign its rights or delegate its duties hereunder to any third party (including without limitation, third party subcontractors), except with the prior written consent of the other Party as provided in this Agreement. Any attempted assignment or delegation without such consent shall be void and constitute a material breach. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and approved assigns.
8. Publicity. Neither Party shall use the name (or any trademark, logo, or service mark) of the other Party without the prior written consent of such other Party in each instance. Neither Party, without the prior written consent of the other Party in each instance, shall make any public announcement, issue any press release, make any statement to any third party, or make or authorize the publication of any article, either externally or internally, which identifies, relates to, or otherwise gives publicity to this Agreement or any SOW, except as may be required by law. Violation of this paragraph shall constitute a material breach of this Agreement.
9. Liability. For the avoidance of doubt, (i) unless otherwise prohibited by an SOW, the Service Provider may perform all or part of any Service by causing any third party contractor to perform the required acts and (ii) as may be agreed from time to time in the respective SOW, the Parties may designate a subsidiary or affiliate of either Party to obtain and benefit from the Services and in such event the terms and conditions of this Agreement and the SOW shall continue to govern.

Electronic signatures, checkbox acceptance, click-through acceptance, and digital execution via platforms such as DocuSign or PandaDoc shall constitute valid and legally enforceable acceptance of these Terms and any Order Form, with the same force as original ink signatures.

I/We have read and agree to the Service Provider’s Master Terms & Conditions (Version 3.0, Effective July 31, 2026).

1. “Agreement” means the Master Services Agreement, including the Short-Form Service Agreement, these Master Terms & Conditions, and any Statements of Work (SOWs) executed between the Parties.
2. “Client” means the entity identified as the customer in the Short-Form Service Agreement.
3. “Service Provider” means Regents Inc. (D/B/A Gushwork), including its affiliates, officers, employees, and contractors.
4. “Services” means the website development, SEO, Google Ads, content development, analytics, and other related services provided by the Service Provider under this Agreement and as detailed in applicable SOWs.
5. “Deliverables” means the work product, reports, campaigns, creative materials, SEO content, and other tangible or intangible items developed for the Client in the course of providing the Services.
6. “SEO Content Assets” means search engine optimization–related text, keywords, metadata, and creative content specifically created for the Client as part of the Services.
7. “Statement of Work” or “SOW” means a written statement, signed by both Parties, describing specific Services, Deliverables, fees, and timelines.
8. “Confidential Information” means all non-public information disclosed by either Party that is marked or otherwise understood to be confidential, including business, financial, technical, or customer data.
9. “Intellectual Property Rights” means all current and future worldwide rights in patents, copyrights, trademarks, trade secrets, know-how, and similar proprietary rights.
10. “Effective Date” means the commencement date of the Agreement as specified in the Short-Form Service Agreement.
11. “Term” means the initial term and any renewal terms of the Agreement, as defined in the Term & Termination section.

1. All personnel assigned by the Service Provider to perform Services (the “Personnel”) shall be qualified to perform the tasks assigned to them, and shall perform the Services in a professional manner.  
2. The Service Provider shall not remove any Personnel from the performance of Services unless and until the Service Provider has supplied an adequate substitute or determined, in its reasonable judgment, that the removal of such Personnel will not impair the performance of the Services or is determined to be advisable based on relevant laws or policies.  
3. Personnel employed or engaged by the Service Provider to perform Services under this Agreement shall comply with all workplace standards and policies applicable to the Service Provider, and shall be legally authorized to perform the Services in the country in which such individual is performing such Services.  
4. The Service Provider shall be solely responsible for paying, and shall pay all employer due salaries, contributions, statutory and non-statutory employment benefits, and deduct and pay any applicable benefits and taxes determined by the remuneration paid to its employees, as required by applicable Law.
5. Personnel engaged by the Service Provider shall not be construed to be the employees of the Client.
6. The Service Provider shall ensure that the Personnel perform the Services on all days (except on public holidays declared by the governmental authorities), and remain available at reasonable notice from the Client.

3. The term “Disclosing Party” shall mean the Party disclosing Confidential Information, as defined below, to the other Party.  The term “Receiving Party” shall mean the Party receiving confidential Information owned by the Disclosing Party directly or indirectly from the Disclosing Party. 
4. The term “Confidential Information” shall mean any and all information that the Disclosing Party has furnished or is furnishing to the Receiving Party, whether furnished before or after the date of this Agreement, whether tangible or intangible and whatever form or medium provided, including all information generated by the Receiving Party that contains, reflects or is derived from the furnished information; provided that Confidential Information shall not include any information which:
   
   1. is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party and was not received directly or indirectly from the Disclosing Party;
   2. is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the terms hereof;
   3. becomes available to the Receiving Party on a nonconfidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; or
   4. is independently developed by agents of the Receiving Party without access to, or the benefit of, any confidential Information.
5. In consideration of the Disclosing Party’s disclosure to the Receiving Party of Confidential Information, the Receiving Party shall retain in strict confidence, and not disclose in any manner whatsoever, in whole or in part, to any person other than Permitted Recipients (defined below) or use for any purpose other than in connection with its performance of Services, any Confidential Information. The Receiving Party may disclose the Confidential Information to its directors, officers, employees and representatives (collectively, the “Permitted Recipients”) who need to know the Confidential Information in connection with the Services provided that such Permitted Recipients are legally obligated: (i) to hold such information in confidence and (ii) to use such information only for the purposes expressed herein. The receiving Party shall be liable for any breach by Permitted Recipients.
6. Nothing in this Agreement shall obligate either Party to refrain from disclosure of confidential Information to the extent such disclosure is required by law. In the event that any Confidential Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document or in connection with litigation, arbitration or other proceedings, the Receiving Party shall give prior prompt notice of such disclosure to the Disclosing Party, and shall allow the Disclosing Party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the Disclosing Party’s behalf, and the Receiving Party will reasonably cooperate with the Disclosing Party in such efforts to contest such disclosure.  In any event, the Receiving Party agrees to furnish only that portion of the confidential Information which is legally required to be disclosed and will exercise reasonable efforts to obtain confidential treatment for that part of the confidential Information being disclosed. The Service Provider will fully cooperate with the Client’s efforts and requests in relation to any litigation or other requirements relating to electronic discovery rules or procedures that affect the Client’s Confidential Information.
7. Upon the termination of this Agreement, the Receiving Party shall return all originals and copies of any Confidential Information to the Disclosing Party or shall certify to the Disclosing Party that all copies of Confidential Information in the Receiving Party's control have been destroyed. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 6, the Disclosing Party shall be entitled to an injunction (without posting any bond therefor) restraining the Receiving Party from disclosing, in whole or in part, any such Confidential Information, or from rendering any service to any third party to whom the Confidential Information, in whole or in part, has been disclosed or to whom the Receiving Party is threatening to disclose same.  Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to the Disclosing Party for such breach or threatened breach, including the recovery of damages.
8. For purposes of this Agreement, “Results” shall include, without limitation, all data, designs, discoveries, creations, works, devices, masks, models, work in progress, deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by the Service Provider, alone or with others, which specifically result from, or were created to provide the Services performed by the Service Provider pursuant to this Agreement. 
9. Nothing herein shall give Either Party any ownership rights in any works or innovations created by the other Party prior to, or during work unrelated to, the performance of Services under this Agreement, or in connection with the requirements of the other Party’s own operations, provided such works or innovations are created by employees or agents of that Party without reference to Confidential Information of the other Party     (“Pre-existing Works”).

4.1 Ownership of Content

All content, including but not limited to articles, landing pages, blogs, keyword-targeted pages, and AI-generated assets (“Content”), created under this Scope of Services shall be the sole and exclusive property of the Client, subject to the hosting and access terms set forth herein.

1. The Client shall pay the Service Provider the fees set forth in short form agreement by reference therein (the “Fees”). As a material term of this Agreement, the Service Provider agrees that the Fees as set forth therein represents the Client’s entire payment obligation for the Services hereunder.  
2. Whenever the withholding of any tax is required with respect to any payment for the Service Provider’s Fees under this Agreement, the Fees shall be grossed-up for such withholding taxes and charged over and above the monthly invoice fees sent to the Client so as to ensure the customer realises the agreed fees in full. The Service Provider is responsible for remitting any required indirect taxes and fees to any relevant taxing or other authority which shall be billed as per the applicable statutes. 

1. Initial & Renewal Term This Agreement shall have an initial term of twelve (12) months commencing on the Effective Date (“Initial Term”) and shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

2. Lock-in and Mid-Term Review
   Customer agrees that this Agreement shall have a minimum lock-in period of six (6) months from the Effective Date (and from the start of each Renewal Term), during which it may not be terminated for convenience. After the completion of the six-month period, the Customer may terminate the Agreement for convenience upon thirty (30) days’ prior written notice, subject to the completion of a performance review of the Services conducted jointly by the Parties. If no such termination notice is given, the Agreement shall continue for the remainder of the Initial or Renewal Term.

3. Termination for Cause
   Either Party may terminate this Agreement for cause with immediate effect (i) if the other Party materially breaches any of its obligations and fails to cure such breach within fifteen (15) days of receiving written notice; (ii) if the other Party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (iii) upon a change in ownership of either Party such that the Parties no longer share a holding-subsidiary relationship. Upon any such termination for cause, the Client shall pay any outstanding fees and expenses owed to the Service Provider for Services rendered and agreed upon expenses incurred prior to the date of such termination, within 7 (seven) days of such termination. 

4. Effect of Termination
   Upon termination or expiration of this Agreement for any reason:
   (a) all Services shall cease;
   (b) Client shall pay Service Provider for all Services rendered and fees accrued up to the effective date of termination; and
   (c) All SEO-related content assets, including without limitation text, keywords, metadata, and creative materials generated under the Services (collectively, the “Content Assets”), shall vest in and remain the property of Customer.

5. Client acknowledges that all enhancements, modifications, or improvements made during the term are part of the Services   and shall be retained by Customer following termination, unless otherwise agreed in writing.
6. The obligations of the Parties under Sections 6, 7, 8, 9, 10, 11, 14, 15 and 16 shall survive the termination of this Agreement or any SOW executed pursuant to this Agreement.

Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other Party, its parents, subsidiaries, affiliates, directors, officers and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims, injuries, judgments, fines, penalties, damages of, and liabilities to, the Indemnified Parties or to a third party and costs and expenses of the Indemnified Parties, including, without limitation, reasonable attorneys’ fees, court costs and other legal expenses (collectively, “Claims”), arising out of or in connection with (i) when applicable, the Indemnifying Party’s failure to meet its duties and obligations, as the agent or duly authorized representative of the Indemnified Parties under this Agreement or any SOW; or (ii) the Indemnifying Party’s violation of applicable Law in connection with its performance of this Agreement or any SOW.     

Each Party hereunder represents, warrants and covenants to the other Party as follows:

1. It has the full right and legal authority to enter into and fully perform this Agreement and any SOW in accordance with its terms.
2. This Agreement and any SOW, when executed and delivered by such Party, will be its respective legal, valid and binding obligation enforceable against it in accordance with its terms.
3. The execution and delivery of this Agreement have been duly authorized by such Party and the execution and delivery of each SOW will be duly authorized by each such Party, and such execution and delivery and the performance by each Party of its respective obligations hereunder and under the applicable SOW, do not and will not violate or cause a breach of any agreement or other obligation to which it is a Party or by which it is bound or affected.
4. It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services, and any information submitted to the Client under this Agreement or an SOW, whether or not patentable, may be utilized fully and freely by the Client. 

1. Except for: 
   
   1. Damages caused by breaches of Section 6;  
   2. Any obligations or breaches of obligations to indemnify under Section 7 above; or
   3. Any damages caused by the other party’s gross negligence or willful misconduct (collectively “Excluded Liabilities”); 

Neither Party shall be liable to the other party hereunder for any incidental, consequential, indirect, special or punitive damages or liabilities of any kind for loss of revenue, loss of business or other financial loss arising out of or in connection with this Agreement or an SOW, including without limitation damages for lost profits, data or use, incurred by such other Party, regardless of the form of the action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of a Party hereto, has been advised of the possibility of such damages. The Parties agree that these limitations shall apply even if any limited remedy specified herein is found to have failed of its essential purpose.

2. Except for the Excluded Liabilities which are not limited, the liability of the Parties to each other shall be limited to direct damages, and the aggregate and cumulative liability of one party to the other Party arising out the services provided in any calendar year shall in no event exceed the amount of fees paid to such Party under this Agreement and any SOWS for the previous 3 (three) months.

During the term of this Agreement and for a period of 2 (two) years after the expiry of the Term, the Client will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Service Provider or who was engaged as a contractor or consultant or employed by the Service Provider within 6 (six) months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Service Provider to terminate such engagement or employment or (c) in any way interfere with the relationship between the Service Provider and any individual who is engaged as a contractor or consultant or employed by the Service Provider.

1. Subject to Section 11.2, this Agreement and the relationship between the Parties hereto shall be governed by, and interpreted in accordance with, the laws of the Delaware, USA without regard for laws of private conflict. 
2. If either Party has a dispute regarding either the Agreement or an SOW or their respective interpretation, or any Services provided pursuant to such Agreement and SOW (“Dispute”), both Parties will follow the Dispute Resolution process described in this Section.
3. Unless agreed differently in writing between the Parties with respect to a specific SOW, all Disputes with respect to the Agreement or a specific SOW shall be referred first to the management of the Parties for resolution.
4. If the Dispute is not resolved within 30 (thirty) days from the date of referral, either Party may escalate the Dispute to the chief executive officer of the Client and the Service Provider or their designees.  
5. If the Dispute is not resolved as aforesaid, then such Dispute shall be referred to an arbitral tribunal. The arbitral tribunal shall consist of 3 (three) arbitrators of which the Client shall appoint 1 (one) arbitrator and the Service Provider shall appoint 1 (one) arbitrator and the 2 (two) appointed arbitrators shall jointly appoint the third arbitrator who shall also be the presiding arbitrator.
6. All arbitration proceedings shall be conducted in the English language in accordance with the rules of Arbitration of American Arbitration Association and the seat and venue of arbitration shall be Delaware, USA. The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in this above. Judgement upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Each Party shall bear its own costs in relation to any arbitration proceedings conducted. 
7. Any award made by the arbitrator shall be final and binding on each of the Parties to the Dispute.
8. In the event of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement and the SOWs during the pendency of arbitration proceedings unless and until the arbitral tribunal otherwise orders. 

The obligations of both Parties shall be suspended and neither Party shall be liable for a delay or failure to fulfill its obligations under this Agreement or the applicable SOW (i) arising from any cause beyond its reasonable control, including without limitation, fire, flood, explosion, Act of God, civil riot, the inability to procure necessary supplies or equipment or (ii) arising from strikes, work stoppages or other collective labor disputes (“Force Majeure Event”). The Party whose performance is hindered, delayed or made impracticable shall notify the other Party in writing within seven (7) days of such Force Majeure Event and, to the extent possible, inform the other Party of the expected duration of the Force Majeure Event.  Notwithstanding this provision, nothing contained in this Agreement shall relieve the Client of the obligation to pay for Services performed prior to the occurrence of such Force Majeure Event.  

1. The Service Provider is an independent contractor. The Service Provider’s employees shall not be deemed for any purpose to be employees of the Client. 
2. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party.
3. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

All notices required to be given hereunder to either Party shall be in writing and sent to the other Party at its address as set forth in the preamble of this Agreement. Notice may be sent by overnight courier, electronic mail or by any other method reasonably calculated to reach the other Party within a commercially reasonable period of time.  Such notice shall in all cases be effective upon receipt upon the first business day following deposit in the United States.

Each Party hereunder agrees to cause its employees and each subcontractor engaged by it to perform or receive any Services, in accordance with all applicable laws, ordinances, rules and regulations, including but not limited to, (i) all applicable equal opportunity and harassment laws, wage and hour laws, leave of absence laws, safety and health laws, record-keeping requirements, immigration laws, privacy laws, workers’ compensation laws, unemployment compensation laws, establishment closure laws and labour relation laws, including but not limited to applicable labour welfare fund legislations, the applicable national, festival and other holidays rules, applicable state shops and commercial establishments legislations, (ii) the provisions of all other laws governing the protection of data and privacy, (iii) the provisions of all export compliance laws, ordinances, rules and regulations governing the export or import of technology, Services, Results or Confidential Information or other data or other item to which such export laws may apply, (iv) the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all other relevant anti-corruption laws, and (v) the provisions of all environmental and heath and safety laws, which in each case if breached would result in liability for the other Party (collectively, “Laws”).

1. Program description & message types. If Client or its authorized users opt in, Gushwork may send transactional/service SMS/MMS (e.g., account alerts, service notifications, project/billing updates) and, where a separate marketing opt-in is obtained, promotional/marketing SMS/MMS (e.g., offers and announcements).
2. Consent disclosures. Consent is not a condition of purchase. Message frequency may vary. Message and data rates may apply.
3. Opt-out/help. Users may opt out at any time by replying STOP. For help, reply HELP or contact admin@gushwork.ai.
4. Data handling. No SMS consent data is shared with third parties for promotional purposes. Gushwork may process SMS data with service providers acting on its behalf to deliver messages and support the program, subject to confidentiality obligations.
5. Delivery. Delivery is subject to carrier availability; carriers are not liable for delayed or undelivered messages.
6. Compliance. Client acknowledges that any Client-requested messaging campaigns must comply with applicable laws and industry guidelines, and Client will not instruct Gushwork to send unlawful or unauthorized messages.

1. Amendments. This Agreement or an SOW cannot be modified except by an agreement in writing specifically referring to this Agreement or the applicable SOW and signed by authorized representatives of the Parties.
2. Cumulative Rights. The rights and remedies set forth herein are intended to be cumulative, and the exercise of any one right or remedy by either Party shall not preclude or waive its exercise of any other rights or remedies hereunder or pursuant to law or equity.
3. Severability. If any part of this Agreement or an SOW is held to be invalid for any reason, the remaining portion shall remain in full force and effect.  The invalid provision shall be replaced by a substitute provision which is valid and as nearly as possible maintains the same economic purposes and intentions of the invalid provision.
4. Entire Agreement. This Agreement and any SOWs constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements in regard thereto.
5. Waiver. The failure of a Party to insist upon strict adherence to any provision of this Agreement or SOW on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement or SOW.
6. Interpretation. The Parties agree that each Party has reviewed this Agreement and the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the construction of this Agreement or an SOW.  
7. Assignment. Neither Party may assign its rights or delegate its duties hereunder to any third party (including without limitation, third party subcontractors), except with the prior written consent of the other Party as provided in this Agreement.  Any attempted assignment or delegation without such consent shall be void and constitute a material breach.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and approved assigns.
8. Publicity. Neither Party shall use the name (or any trademark, logo, or service mark) of the other Party without the prior written consent of such other Party in each instance. Notwithstanding the foregoing, the Service Provider may include the Client’s name and logo in its list of clients and in general marketing materials (including website, pitch decks, and case studies) without specific prior written consent, provided that no confidential information is disclosed. All other public announcements, press releases, or publications referencing this Agreement or any SOW shall remain subject to the prior written consent of the other Party, except as may be required by law. Violation of this paragraph shall constitute a material breach of this Agreement.
9. Liability. For the avoidance of doubt, (i) unless otherwise prohibited by an SOW, the Service Provider may perform all or part of any Service by causing any third party contractor to perform the required acts and (ii) as may be agreed from time to time in the respective SOW, the Parties may designate a subsidiary or affiliate of either Party to obtain and benefit from the Services and in such event the terms and conditions of this Agreement and the SOW shall continue to govern. 

I/We have read and agree to the Service Provider’s Master Terms & Conditions (Version 2.0,Effective October 23, 2025).

1. “Agreement” means the Master Services Agreement, including the Short-Form Service Agreement, these Master Terms & Conditions, and any Statements of Work (SOWs) executed between the Parties.
2. “Client” means the entity identified as the customer in the Short-Form Service Agreement.
3. “Service Provider” means Regents Inc. (D/B/A Gushwork), including its affiliates, officers, employees, and contractors.
4. “Services” means the website development, SEO, Google Ads, content development, analytics, hosting, and other related services provided by the Service Provider under this Agreement and as detailed in applicable SOWs.
5. “Deliverables” means the work product, reports, campaigns, creative materials, SEO content, and other tangible or intangible items developed for the Client in the course of providing the Services.
6. “SEO Content Assets” means search engine optimization–related text, keywords, metadata, and creative content specifically created for the Client as part of the Services.
7. “Hosting Services” means optional website hosting provided by the Service Provider for a monthly fee as agreed.
8. “Statement of Work” or “SOW” means a written statement, signed by both Parties, describing specific Services, Deliverables, fees, and timelines.
9. “Confidential Information” means all non-public information disclosed by either Party that is marked or otherwise understood to be confidential, including business, financial, technical, or customer data.
10. “Intellectual Property Rights” means all current and future worldwide rights in patents, copyrights, trademarks, trade secrets, know-how, and similar proprietary rights.
11. “Effective Date” means the commencement date of the Agreement as specified in the Short-Form Service Agreement.
12. “Term” means the initial term and any renewal terms of the Agreement, as defined in the Term & Termination section.

1. All personnel assigned by the Service Provider to perform Services (the “Personnel”) shall be qualified to perform the tasks assigned to them, and shall perform the Services in a professional manner.  
2. The Service Provider shall not remove any Personnel from the performance of Services unless and until the Service Provider has supplied an adequate substitute or determined, in its reasonable judgment, that the removal of such Personnel will not impair the performance of the Services or is determined to be advisable based on relevant laws or policies.  
3. Personnel employed or engaged by the Service Provider to perform Services under this Agreement shall comply with all workplace standards and policies applicable to the Service Provider, and shall be legally authorized to perform the Services in the country in which such individual is performing such Services.  
4. The Service Provider shall be solely responsible for paying, and shall pay all employer due salaries, contributions, statutory and non-statutory employment benefits, and deduct and pay any applicable benefits and taxes determined by the remuneration paid to its employees, as required by applicable Law.
5. Personnel engaged by the Service Provider shall not be construed to be the employees of the Client.
6. The Service Provider shall ensure that the Personnel perform the Services on all days (except on public holidays declared by the governmental authorities), and remain available at reasonable notice from the Client.

3. The term “Disclosing Party” shall mean the Party disclosing Confidential Information, as defined below, to the other Party.  The term “Receiving Party” shall mean the Party receiving confidential Information owned by the Disclosing Party directly or indirectly from the Disclosing Party. 
4. The term “Confidential Information” shall mean any and all information that the Disclosing Party has furnished or is furnishing to the Receiving Party, whether furnished before or after the date of this Agreement, whether tangible or intangible and whatever form or medium provided, including all information generated by the Receiving Party that contains, reflects or is derived from the furnished information; provided that Confidential Information shall not include any information which:
   
   1. is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party and was not received directly or indirectly from the Disclosing Party;
   2. is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the terms hereof;
   3. becomes available to the Receiving Party on a nonconfidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; or
   4. is independently developed by agents of the Receiving Party without access to, or the benefit of, any confidential Information.
5. In consideration of the Disclosing Party’s disclosure to the Receiving Party of Confidential Information, the Receiving Party shall retain in strict confidence, and not disclose in any manner whatsoever, in whole or in part, to any person other than Permitted Recipients (defined below) or use for any purpose other than in connection with its performance of Services, any Confidential Information. The Receiving Party may disclose the Confidential Information to its directors, officers, employees and representatives (collectively, the “Permitted Recipients”) who need to know the Confidential Information in connection with the Services provided that such Permitted Recipients are legally obligated: (i) to hold such information in confidence and (ii) to use such information only for the purposes expressed herein. The receiving Party shall be liable for any breach by Permitted Recipients.
6. Nothing in this Agreement shall obligate either Party to refrain from disclosure of confidential Information to the extent such disclosure is required by law. In the event that any Confidential Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document or in connection with litigation, arbitration or other proceedings, the Receiving Party shall give prior prompt notice of such disclosure to the Disclosing Party, and shall allow the Disclosing Party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the Disclosing Party’s behalf, and the Receiving Party will reasonably cooperate with the Disclosing Party in such efforts to contest such disclosure.  In any event, the Receiving Party agrees to furnish only that portion of the confidential Information which is legally required to be disclosed and will exercise reasonable efforts to obtain confidential treatment for that part of the confidential Information being disclosed. The Service Provider will fully cooperate with the Client’s efforts and requests in relation to any litigation or other requirements relating to electronic discovery rules or procedures that affect the Client’s Confidential Information.
7. Upon the termination of this Agreement, the Receiving Party shall return all originals and copies of any Confidential Information to the Disclosing Party or shall certify to the Disclosing Party that all copies of Confidential Information in the Receiving Party's control have been destroyed. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 6, the Disclosing Party shall be entitled to an injunction (without posting any bond therefor) restraining the Receiving Party from disclosing, in whole or in part, any such Confidential Information, or from rendering any service to any third party to whom the Confidential Information, in whole or in part, has been disclosed or to whom the Receiving Party is threatening to disclose same.  Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to the Disclosing Party for such breach or threatened breach, including the recovery of damages.
8. For purposes of this Agreement, “Results” shall include, without limitation, all data, designs, discoveries, creations, works, devices, masks, models, work in progress, deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by the Service Provider, alone or with others, which specifically result from, or were created to provide the Services performed by the Service Provider pursuant to this Agreement. 
9. Nothing herein shall give Either Party any ownership rights in any works or innovations created by the other Party prior to, or during work unrelated to, the performance of Services under this Agreement, or in connection with the requirements of the other Party’s own operations, provided such works or innovations are created by employees or agents of that Party without reference to Confidential Information of the other Party     (“Pre-existing Works”).

4.1 Ownership of Content

All content, including but not limited to articles, landing pages, blogs, keyword-targeted pages, and AI-generated assets (“Content”), created under this Scope of Services shall be the sole and exclusive property of the Client, subject to the hosting and access terms set forth herein.

4.2 Hosting of Content & Use of Hosting Platform

The Content shall be hosted exclusively on the Service Provider’s proprietary content management system (CMS) or on a subdomain provisioned and managed by the Service Provider. 

4.3 Access Rights

The Client shall have the right to access and use the Content through the Service Provider’s platform for the duration of this Agreement. Such access is provided as a service and does not confer any right to self-host, transfer, or replicate the Content outside of the Service Provider’s environment.

4.4 Continuity of Services

The Client acknowledges that continued availability and performance of the Content is dependent on the Service Provider’s hosting services. Termination of this Agreement shall result in immediate suspension of access to the hosted Content.

1. The Client shall pay the Service Provider the fees set forth in short form agreement by reference therein (the “Fees”). As a material term of this Agreement, the Service Provider agrees that the Fees as set forth therin represents the Client’s entire payment obligation for the Services hereunder.  
2. Whenever the withholding of any tax is required with respect to any payment for the Service Provider’s Fees under this Agreement, the Fees shall be grossed-up for such withholding taxes and charged over and above the monthly invoice fees sent to the Client so as to ensure the customer realises the agreed fees in full. The Service Provider is responsible for remitting any required indirect taxes and fees to any relevant taxing or other authority which shall be billed as per the applicable statutes. 

1. Initial & Renewal Term This Agreement shall have an initial term of twelve (12) months commencing on the Effective Date (“Initial Term”) and shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

2. Lock-in and Mid-Term Review
   Customer agrees that this Agreement shall have a minimum lock-in period of six (6) months from the Effective Date (and from the start of each Renewal Term), during which it may not be terminated for convenience. After the completion of the six-month period, the Customer may terminate the Agreement for convenience upon thirty (30) days’ prior written notice, subject to the completion of a performance review of the Services conducted jointly by the Parties. If no such termination notice is given, the Agreement shall continue for the remainder of the Initial or Renewal Term.

3. Termination for Cause
   Either Party may terminate this Agreement for cause with immediate effect (i) if the other Party materially breaches any of its obligations and fails to cure such breach within fifteen (15) days of receiving written notice; (ii) if the other Party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (iii) upon a change in ownership of either Party such that the Parties no longer share a holding-subsidiary relationship. Upon any such termination for cause, the Client shall pay any outstanding fees and expenses owed to the Service Provider for Services rendered and agreed upon expenses incurred prior to the date of such termination, within 7 (seven) days of such termination. 

4. Effect of Termination
   Upon termination or expiration of this Agreement for any reason:
   (a) all Services shall cease;
   (b) Client shall pay Service Provider for all Services rendered and fees accrued up to the effective date of termination; and
   (c) In the event Customer elects to have the website hosted by Service Provider following termination, such hosting shall be provided solely at the discretion of Service Provider and shall be subject to a separate hosting fee of USD 100 (one hundred) per month, payable in advance. Service Provider shall have no obligation to provide or continue hosting services unless and until such fee has been duly received.
   (d) All SEO-related content assets, including without limitation text, keywords, metadata, and creative materials generated under the Services (collectively, the “Content Assets”), shall vest in and remain the property of Customer. Notwithstanding the foregoing, Service Provider shall not be required to host, maintain, or retain any Content Assets, codes, or related materials following termination unless Customer has engaged Service Provider for ongoing hosting pursuant to subsection (c) above. If Customer does not procure hosting services from Service Provider, Customer shall be solely responsible, prior to termination or discontinuation of the Services, for exporting, copying, and/or transferring all Content Assets, codes, and related materials. Service Provider shall have no liability whatsoever for any loss of, or inability to access, such Content Assets, codes, or related materials after termination of the Agreement or cessation of hosting by Service Provider.

5. Client acknowledges that all enhancements, modifications, or improvements made during the term are part of the Services and shall be retained by Customer following termination, unless otherwise agreed in writing.
6. The obligations of the Parties under Sections 6, 7, 8, 9, 10, 11, 14, 15 and 16 shall survive the termination of this Agreement or any SOW executed pursuant to this Agreement.

Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other Party, its parents, subsidiaries, affiliates, directors, officers and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims, injuries, judgments, fines, penalties, damages of, and liabilities to, the Indemnified Parties or to a third party and costs and expenses of the Indemnified Parties, including, without limitation, reasonable attorneys’ fees, court costs and other legal expenses (collectively, “Claims”), arising out of or in connection with (i) when applicable, the Indemnifying Party’s failure to meet its duties and obligations, as the agent or duly authorized representative of the Indemnified Parties under this Agreement or any SOW; or (ii) the Indemnifying Party’s violation of applicable Law in connection with its performance of this Agreement or any SOW.     

Each Party hereunder represents, warrants and covenants to the other Party as follows:

1. It has the full right and legal authority to enter into and fully perform this Agreement and any SOW in accordance with its terms.
2. This Agreement and any SOW, when executed and delivered by such Party, will be its respective legal, valid and binding obligation enforceable against it in accordance with its terms.
3. The execution and delivery of this Agreement have been duly authorized by such Party and the execution and delivery of each SOW will be duly authorized by each such Party, and such execution and delivery and the performance by each Party of its respective obligations hereunder and under the applicable SOW, do not and will not violate or cause a breach of any agreement or other obligation to which it is a Party or by which it is bound or affected.
4. It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services, and any information submitted to the Client under this Agreement or an SOW, whether or not patentable, may be utilized fully and freely by the Client. 

1. Except for: 
   
   1. Damages caused by breaches of Section 6;  
   2. Any obligations or breaches of obligations to indemnify under Section 7 above; or
   3. Any damages caused by the other party’s gross negligence or willful misconduct (collectively “Excluded Liabilities”); 

Neither Party shall be liable to the other party hereunder for any incidental, consequential, indirect, special or punitive damages or liabilities of any kind for loss of revenue, loss of business or other financial loss arising out of or in connection with this Agreement or an SOW, including without limitation damages for lost profits, data or use, incurred by such other Party, regardless of the form of the action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of a Party hereto, has been advised of the possibility of such damages. The Parties agree that these limitations shall apply even if any limited remedy specified herein is found to have failed of its essential purpose.

2. Except for the Excluded Liabilities which are not limited, the liability of the Parties to each other shall be limited to direct damages, and the aggregate and cumulative liability of one party to the other Party arising out the services provided in any calendar year shall in no event exceed the amount of fees paid to such Party under this Agreement and any SOWS for the previous 3 (three) months.

During the term of this Agreement and for a period of 2 (two) years after the expiry of the Term, the Client will not, directly or indirectly, (a) hire, engage or solicit to hire or engage any individual who is engaged as a contractor or consultant or employed by the Service Provider or who was engaged as a contractor or consultant or employed by the Service Provider within 6 (six) months of the proposed solicitation, hire or engagement, (b) otherwise induce or attempt to induce any individual who is engaged as a contractor or consultant or employed by the Service Provider to terminate such engagement or employment or (c) in any way interfere with the relationship between the Service Provider and any individual who is engaged as a contractor or consultant or employed by the Service Provider.

1. Subject to Section 11.2, this Agreement and the relationship between the Parties hereto shall be governed by, and interpreted in accordance with, the laws of the Delaware, USA without regard for laws of private conflict. 
2. If either Party has a dispute regarding either the Agreement or an SOW or their respective interpretation, or any Services provided pursuant to such Agreement and SOW (“Dispute”), both Parties will follow the Dispute Resolution process described in this Section.
3. Unless agreed differently in writing between the Parties with respect to a specific SOW, all Disputes with respect to the Agreement or a specific SOW shall be referred first to the management of the Parties for resolution.
4. If the Dispute is not resolved within 30 (thirty) days from the date of referral, either Party may escalate the Dispute to the chief executive officer of the Client and the Service Provider or their designees.  
5. If the Dispute is not resolved as aforesaid, then such Dispute shall be referred to an arbitral tribunal. The arbitral tribunal shall consist of 3 (three) arbitrators of which the Client shall appoint 1 (one) arbitrator and the Service Provider shall appoint 1 (one) arbitrator and the 2 (two) appointed arbitrators shall jointly appoint the third arbitrator who shall also be the presiding arbitrator.
6. All arbitration proceedings shall be conducted in the English language in accordance with the rules of Arbitration of American Arbitration Association and the seat and venue of arbitration shall be Delaware, USA. The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in this above. Judgement upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Each Party shall bear its own costs in relation to any arbitration proceedings conducted. 
7. Any award made by the arbitrator shall be final and binding on each of the Parties to the Dispute.
8. In the event of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement and the SOWs during the pendency of arbitration proceedings unless and until the arbitral tribunal otherwise orders. 

The obligations of both Parties shall be suspended and neither Party shall be liable for a delay or failure to fulfill its obligations under this Agreement or the applicable SOW (i) arising from any cause beyond its reasonable control, including without limitation, fire, flood, explosion, Act of God, civil riot, the inability to procure necessary supplies or equipment or (ii) arising from strikes, work stoppages or other collective labor disputes (“Force Majeure Event”). The Party whose performance is hindered, delayed or made impracticable shall notify the other Party in writing within seven (7) days of such Force Majeure Event and, to the extent possible, inform the other Party of the expected duration of the Force Majeure Event.  Notwithstanding this provision, nothing contained in this Agreement shall relieve the Client of the obligation to pay for Services performed prior to the occurrence of such Force Majeure Event.  

1. The Service Provider is an independent contractor. The Service Provider’s employees shall not be deemed for any purpose to be employees of the Client. 
2. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party.
3. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

All notices required to be given hereunder to either Party shall be in writing and sent to the other Party at its address as set forth in the preamble of this Agreement. Notice may be sent by overnight courier, electronic mail or by any other method reasonably calculated to reach the other Party within a commercially reasonable period of time.  Such notice shall in all cases be effective upon receipt upon the first business day following deposit in the United States.

Each Party hereunder agrees to cause its employees and each subcontractor engaged by it to perform or receive any Services, in accordance with all applicable laws, ordinances, rules and regulations, including but not limited to, (i) all applicable equal opportunity and harassment laws, wage and hour laws, leave of absence laws, safety and health laws, record-keeping requirements, immigration laws, privacy laws, workers’ compensation laws, unemployment compensation laws, establishment closure laws and labour relation laws, including but not limited to applicable labour welfare fund legislations, the applicable national, festival and other holidays rules, applicable state shops and commercial establishments legislations, (ii) the provisions of all other laws governing the protection of data and privacy, (iii) the provisions of all export compliance laws, ordinances, rules and regulations governing the export or import of technology, Services, Results or Confidential Information or other data or other item to which such export laws may apply, (iv) the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all other relevant anti-corruption laws, and (v) the provisions of all environmental and heath and safety laws, which in each case if breached would result in liability for the other Party (collectively, “Laws”).

1. Program description & message types. If Client or its authorized users opt in, Gushwork may send transactional/service SMS/MMS (e.g., account alerts, service notifications, project/billing updates) and, where a separate marketing opt-in is obtained, promotional/marketing SMS/MMS (e.g., offers and announcements).
2. Consent disclosures. Consent is not a condition of purchase. Message frequency may vary. Message and data rates may apply.
3. Opt-out/help. Users may opt out at any time by replying STOP. For help, reply HELP or contact admin@gushwork.ai.
4. Data handling. No SMS consent data is shared with third parties for promotional purposes. Gushwork may process SMS data with service providers acting on its behalf to deliver messages and support the program, subject to confidentiality obligations.
5. Delivery. Delivery is subject to carrier availability; carriers are not liable for delayed or undelivered messages.
6. Compliance. Client acknowledges that any Client-requested messaging campaigns must comply with applicable laws and industry guidelines, and Client will not instruct Gushwork to send unlawful or unauthorized messages.

1. Amendments. This Agreement or an SOW cannot be modified except by an agreement in writing specifically referring to this Agreement or the applicable SOW and signed by authorized representatives of the Parties.
2. Cumulative Rights. The rights and remedies set forth herein are intended to be cumulative, and the exercise of any one right or remedy by either Party shall not preclude or waive its exercise of any other rights or remedies hereunder or pursuant to law or equity.
3. Severability. If any part of this Agreement or an SOW is held to be invalid for any reason, the remaining portion shall remain in full force and effect.  The invalid provision shall be replaced by a substitute provision which is valid and as nearly as possible maintains the same economic purposes and intentions of the invalid provision.
4. Entire Agreement. This Agreement and any SOWs constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements in regard thereto.
5. Waiver. The failure of a Party to insist upon strict adherence to any provision of this Agreement or SOW on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement or SOW.
6. Interpretation. The Parties agree that each Party has reviewed this Agreement and the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the construction of this Agreement or an SOW.  
7. Assignment. Neither Party may assign its rights or delegate its duties hereunder to any third party (including without limitation, third party subcontractors), except with the prior written consent of the other Party as provided in this Agreement.  Any attempted assignment or delegation without such consent shall be void and constitute a material breach.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and approved assigns.
8. Publicity. Neither Party shall use the name (or any trademark, logo, or service mark) of the other Party without the prior written consent of such other Party in each instance. Notwithstanding the foregoing, the Service Provider may include the Client’s name and logo in its list of clients and in general marketing materials (including website, pitch decks, and case studies) without specific prior written consent, provided that no confidential information is disclosed. All other public announcements, press releases, or publications referencing this Agreement or any SOW shall remain subject to the prior written consent of the other Party, except as may be required by law. Violation of this paragraph shall constitute a material breach of this Agreement.
9. Liability. For the avoidance of doubt, (i) unless otherwise prohibited by an SOW, the Service Provider may perform all or part of any Service by causing any third party contractor to perform the required acts and (ii) as may be agreed from time to time in the respective SOW, the Parties may designate a subsidiary or affiliate of either Party to obtain and benefit from the Services and in such event the terms and conditions of this Agreement and the SOW shall continue to govern.