Terms of Service

1. SERVICES AND DELIVERABLES.

Sell2World International and its affiliated companies which include Sell2World Inc, Sell2World Pty Ltd, Sell2World Pte. Ltd. and S2W Media FZCO (each an “Affiliate” and herein referred to collectively as “S2W Media”) will perform the services (“Services”) and create the deliverables for Customer set forth in this Order during the Term (“Deliverables”). Such Services may be for the following service offerings as identified in this Order: Services include:

(a) Lead generation programs using first-party data and intent signals ("Lead Generation").

(b) High-quality leads generated for use by internal sales teams or channel partners ("Leads for Channel Partners").

(d) Programmatic and display advertising campaigns, including those targeting channel ecosystems ("Display Advertising Campaigns").

(e) Email marketing campaigns sent to a fully opted-in B2B audience ("Email Campaigns"); and

(f) Any additional services, custom products, or add-ons as specified in the applicable Order Form.

2. AFFILIATE INVOICING.

S2W Media or its affiliates may be engaged to provide invoicing and payment processing services related to the fees and invoices contemplated herein and may collect such fees on behalf of S2W Media. In connection with these services, Customer may receive invoices directly from an Affiliate (which may be on such Affiliate’s letterhead). Customer shall pay all such fees identified in the invoice to such Affiliate in accordance with this Order. Upon such payment to the Affiliate, Customer’s payment obligations with respect to such invoice will be fully paid.

3. PAYMENT TERMS.

Fees for the Services or Deliverables will be identified in this Order (“Fees”). S2W Media will send invoices on a monthly basis for Services performed and Deliverables provided during the preceding month, and all such fees shall be due within thirty (30) days after the invoice date. All Fees are non-refundable. If Customer fails to pay any Fees when due, S2W Media may: (a) assess late charges in an amount equal to the greater of one and a half percent (1.5%) per month or the maximum allowable under applicable law; (b) suspend or terminate, in full or in part, the Services or withhold Deliverables; and/or (c) terminate this Order. Any such suspension or termination will not relieve Customer of any obligation to pay any outstanding Fees, plus interest. Customer will be responsible for any costs associated with collecting Fees, including, without limitation, legal costs, attorneys’ fees, court costs and collection agency fees. Customer shall pay or reimburse S2W Media for all sales, use, service, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by S2W Media under this Order, excluding income taxes of S2W Media.

4. PROPRIETARY RIGHTS.

4.1 S2W Media Rights. S2W Media shall retain all rights, title and interest in and to the Services and Deliverables, and all items and materials delivered or developed under this Order, including without limitation, any computer software, web pages, web-based applications, content, data, and any ideas, know-how, methodologies or processes conceived, developed or used to provide the Services or Deliverables (collectively, “S2W Media Materials”), including, without limitation, all copyrights, trademarks, patents, trade secrets and any other intellectual property and other proprietary rights (collectively “Intellectual Property Rights”) related to such S2W Media Materials. To the extent that ownership of S2W Media Materials does not automatically vest in S2W Media by virtue of this Order, Customer hereby transfers and assigns to S2W Media all rights, title and interest Customer may have in and to such S2W Media Materials and agrees to execute any and all documents that S2W Media may reasonably request in connection therewith.

4.2 Customer Rights. Customer shall retain all rights, title and interest, including Intellectual Property Rights in and to the Customer Content. "Customer Content" means any materials, content, data, or assets provided, developed, or created independently by Customer and shared with S2W Media for the purpose of delivering the Services.

Subject to Customer’s prior approval and agreement, Customer hereby grants S2W Media a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and create derivative works of such Customer Content solely in connection with the performance of the Services and the creation of Deliverables under this Order.

5. TERM AND TERMINATION.

5.1 Term and Termination. Unless terminated early in accordance with the terms hereof, the term of this Order shall begin on the Start Date and end upon completion of Services (“Term”). Either party may terminate this agreement at any time (including during the Program Period by written notice to the other party if: (a) the other party commits any material breach of its obligations under this contract and in the case of breach capable of remedy, fails to remedy that breach within 30 days of receipt of written notice specifying such breach and requiring it to be remedied: and (b) if the other party suffers an event of insolvency. An “Event of Insolvency” for these purposes means that in relation to a party: (a) a liquidator, provisional liquidator, receiver, administrative receiver, administrator or similar officer is appointed over any of the assets or business of that party; (b) that party enters into a scheme of arrangement or composition with or for the benefit of its creditors generally; (c) any reorganization, moratorium or other administration with or for the benefit of that party’s creditors generally or any class of its creditors; (d) that party adopts a resolution or proposes to adopt a resolution to wind itself up or becomes unable to pay its debts as and when they fall due or deemed to become unable to pay its debts as and when they fall due or (e) any similar or analogous event happens under the national state or local laws of any other country.

5.2 If the campaign is cancelled by Customer for any reason outside of the above, a cancellation fee may be applied on top of what has already been delivered to date, this fee is outlined below:

- Cancelation fee within 2 weeks of going live 10%

- Cancelation fee within 1 week of going live 20%

- Cancelation fee during campaign live period 50%

5.3 Effect of Termination. Upon expiration or termination of this Order, S2W Media shall have no further obligation to provide the Services or Deliverables that are subject to the terminated Order(s) and Customer shall pay S2W Media any amounts payable for the Services performed and Deliverables provided through the date of expiration or termination.

5.4 Survival. The parties’ respective rights and obligations under Section 2 Affiliate Invoicing, Section 4 Proprietary Rights, Section 7 Warranties and Disclaimer, Section 8 Confidentiality, Section 9 Data Security, Section 10 Indemnification, Section 11 Limitations of Liability, and Section 12 Miscellaneous will survive any termination or expiration of this Order.

6. LEAD REJECTION.

6.1 The Client may submit a lead rejection request within 30 days of receipt of the lead, provided that the lead meets one or more of the following criteria:

The lead is a duplicate of a previously delivered lead.
The lead exceeds the agreed-upon cap per account as specified in the Order;
The lead is included in the exclusion list provided by the Client prior to campaign launch;
The lead contains invalid or non-functional contact information (e.g., incorrect email address, unreachable phone number);
The lead data falls outside of the campaign’s agreed-upon targeting criteria, as defined in this contract.

Upon review, if S2W Media determines the rejection request to be valid, we will replace all affected leads or data points within 30 days from the date of delivery.

For appointment setting campaigns, we will also replace any lead that fails to attend a scheduled appointment or cancels it in advance. An appointment is considered valid if it meets the client’s approved campaign parameters, is confirmed by the lead with the client’s representative, and is attended as scheduled. If the client’s representative fails to attend the scheduled appointment, the meeting will still be considered valid and the lead will not be replaced

Please note: While S2W Media makes every effort to deliver high-quality leads, we cannot guarantee the availability of direct dial or mobile numbers for all contacts.

6.2 Campaign Change Delay.
Any changes requested by the Customer to a campaign that is in progress—whether during the pre-launch preparation phase or post-launch—may result in a delay of up to five (5) business days in the execution or continuation of Services. This includes, but is not limited to, changes in targeting criteria, creative assets, messaging, or delivery timelines. S2W Media will make reasonable efforts to accommodate such changes promptly but is not liable for delays resulting from mid-campaign modifications.

7. WARRANTIES AND DISCLAIMER.

7.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Order has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) the execution and performance of this Order does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2 S2W Media Warranties. S2W Media represents and warrants to Customer that the Services or Deliverables will, on delivery to Customer, meet the specifications identified for the Service or Deliverable identified in the Order. If the Service or Deliverable does not comply with the warranty in this Section 7.2, Customer’s sole and exclusive remedy, and S2W Media’s entire liability in contract, tort, or otherwise, will be to either replace or correct such Deliverable or to reperform the Service.

7.3 Customer Warranties. Customer represents and warrants that: (a) any Customer Content and its distribution, publication or other use does not and shall not infringe or misappropriate any third party’s rights, including without limitation any Intellectual Property Rights or publicity rights or otherwise breach applicable laws; (b) Customer has obtained all necessary rights, permissions and authorizations in order to license the Customer Content as described herein, including rights in any stock images, for example, images owned by media companies such as Getty Images; and (c) any obligation to pay third party license fees as a result of distribution of Customer Content pursuant to this Order shall be Customer’s sole obligation.

7.4 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7, THE SERVICES AND MATERIALS PROVIDED BY COMPANY NAME ARE PROVIDED ON A “AS IS,” “AS AVAILABLE” BASIS. COMPANY NAME MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY NAME EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.

8. CONFIDENTIALITY.

For the purposes of this Order, “Confidential Information” shall mean any information or materials not generally known or available to the public. “Recipient” shall mean the party to whom Confidential Information is disclosed, “Discloser” shall mean the party disclosing Confidential Information and “Representatives” shall mean a party’s officers, managers, members, directors, employees and third-party representatives provided, in each case, such persons are bound by written obligations of confidentiality at least as restrictive as those set forth in this Paragraph. Each party shall hold and treat all proprietary or Confidential Information of the other party in strict confidence, and shall take all reasonable precautions necessary to safeguard the confidentiality of all such Confidential Information, including at least those precautions taken by the Recipient to protect its own Confidential Information, but shall in no event exercise less than a reasonable standard of care with respect to the Discloser’s Confidential Information. The Recipient shall use Confidential Information only as necessary to provide the services hereunder and shall not disclose Confidential Information to third parties (other than to Representatives). In the event of any breach of this Section 8 by Recipient, Discloser shall be entitled to seek injunctive relief. Notwithstanding the forgoing, the Recipient’s obligations with respect to any portion of Confidential Information shall terminate if such information: (a) was generally available to the public at the time it was disclosed to Recipient; (b) became generally available to the public subsequent to the time it was disclosed to Recipient through no fault of Recipient and not in breach of this Order; (c) was in Recipient’s possession free of any obligation of confidentiality at the time it was disclosed by Discloser; (d) was disclosed to Recipient by a third party who was free of any obligation of confidentiality to Discloser; (e) was independently developed by Recipient without use of Discloser’s Confidential Information. In addition, Recipient shall not be in breach of its obligation of confidentiality if Confidential Information has been ordered to be produced by a court of competent jurisdiction, provided that the recipient shall first give notice to the disclosing party of any such Request or order of the court to give the disclosing party an opportunity to contest or limit said request or order of the court.

9. DATA SECURITY.

Each party shall transmit, transfer, and deliver all data that contain (a) all personal identifiable information (“PII Data”) as defined under the applicable data privacy regulation via an encrypted or similarly secure transport methodology and in an encrypted format to be mutually agreed upon by the parties. If any of the Deliverables provided by S2W Media pursuant to this Order relates to Leads or Registrants located in the European Union (“EU”), this Section applies. Customer agrees to limit the processing of such personal data for the purposes consented to by such individuals and shall de-identify or delete such personal data after it is no longer relevant for the purposes for which it was collected. Customer will abide by the rights and obligations attached to such personal data that S2W Media transfers to Customer. Additionally, in the event any of the Deliverables provided by S2W Media pursuant to this Order contain Leads or Registrants located in the EU, the parties agree to all terms of the Data Protection Policy available at https://s2wmedia.com/data-protection-policy and incorporated herein, which terms are incorporated herein by reference and made part of the Order. S2W Media shall be both a Controller and a Processor of PII Data and Customer is an Independent Controller of PII Data under the Data Processing Addendum. To the extent there are conflicts between the terms of the Data Processing Addendum and this Order, including this Amendment, the terms of the Data Processing Addendum shall prevail.

10. INDEMNIFICATION.

10.1 By S2W Media. S2W Media will defend Customer and its Affiliates and each of its and their respective officers, directors, employees, agents and representatives against all claims brought by a third party against Customer (“Claims”) arising from (i) S2W Media’s alleged breach of confidentiality in Section 8 or of S2W Media’s representations and warranties in Section 7, (ii) S2W Media’s display or delivery of any Deliverables in breach of this Order, or (iii) materials provided by S2W Media for a campaign (and not by Customer or any third party) that violate any applicable law, regulation, judicial or administrative action, or the right of a third party or are defamatory or obscene, and will indemnify Customer against damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from such Claim. Notwithstanding the foregoing, S2W Media will not be liable for any Losses resulting from Claims to the extent that such Claims result from S2W Media’s customization of materials or content based upon detailed specifications, materials, or information provided by the Customer.

10.2 By Customer. Customer will defend S2W Media and its Affiliates and each of its and their respective officers, directors, employees, agents and representatives from Claims arising from (i) Customer’s breach of this Order or violation of applicable policies made available to it by S2W Media, or (ii) S2W Media’s use of the Customer Content and will indemnify S2W Media against any Losses resulting from such Claim.

10.3 By Agency or By Distributor. If this Order is being signed on behalf of a Customer by an agency or other third party managing Customer’s advertising or marketing campaign (“Agency”), the Agency or the Distributor represents and warrants that it has the authority as Customer’s agent to bind Customer to this Order (including these Standard Terms and any Product Specific Terms), and that all of Agency’s actions are and will be within the permitted scope of such agency. In addition, for purposes of this Order, Agency will be deemed to be the “Customer” under, and shall comply with, Mutual Warranties and Confidentiality sections to the full extent of Customer’s obligations thereunder. Agency shall defend, indemnify, and hold harmless S2W Media and each of its affiliates and representatives from Losses resulting from Agency’s alleged breach of Confidentiality section 8, Data Security section 9 or this clause 10.3.

10.4 Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defence or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defence of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defence and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party without the indemnified party’s prior written consent.

11. LIMITATIONS OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS ORDER, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO CUSTOMER REPUTATION, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS ORDER (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY NAME UNDER THIS ORDER DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED. THE LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES SHALL APPLY EVEN IF THE LIMITED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. EACH PROVISION OF THIS ORDER THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS ORDER BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY S2W Media TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12. MISCELLANEOUS.

12.1 Independent Contractor. The parties intend to create an independent contractor relationship, and nothing contained in this Order shall be construed to make either S2W Media or Customer partners, joint venturers, principals, agents or employees of the other. Neither party shall have any right, power or authority, express or implied, to bind the other.

12.2 Publicity. Customer shall not use, display or modify S2W Media ‘s trademarks in any manner without the prior written consent of S2W Media and S2W Media agrees not to use, display or modify Customer’s trademarks other than in connection with this Order. Notwithstanding the foregoing, S2W Media may reference that Customer is a customer of S2W Media and may display Customer’s name and logo on its website and any other marketing or promotional materials.

12.3 Governing Law.

This Agreement shall be governed by and construed in accordance with:

the laws of the State of New York, United States, where the Client is based in the United States;
the laws of England and Wales, where the Client is located outside the United States and India;
the laws of India, where the Client is based in India and both parties agree in writing to such governing law.

In each case, the parties irrevocably submit to the exclusive jurisdiction of the courts of the relevant governing law jurisdiction.

12.4 Notices. Any written notice required or permitted to be delivered pursuant to this Order will be in writing and will be delivered:

(a) in person;

(b) by registered mail to:

Sell2World International Limited,

71-75 Shelton Street,

WC2H 9JQ London,

United Kingdom.

(c) by email to the following address for notices to S2W Media at legal@s2wmedia.com and email address identified as the Contact Email Address. Either party may change its address for notices by notice to the other party given in accordance with this Section. Notices will be deemed given at the time of actual delivery.

12.5 Dispute Resolution.

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, including its validity, breach, or termination (a “Dispute”), the parties shall first attempt to resolve the Dispute through good faith negotiations within 30 (thirty) days of written notice of the Dispute.

If the Dispute cannot be resolved amicably within this period, it shall be submitted to the exclusive jurisdiction of the courts as set forth below, depending on the applicable governing law under this Agreement:

Where the governing law is the State of New York, the parties agree to submit to the exclusive jurisdiction of the state or federal courts located in New York County, New York.
Where the governing law is England and Wales, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
Where the governing law is India, and if mutually agreed in writing by the parties, the parties agree to submit to the exclusive jurisdiction of the courts of New Delhi, India.

Nothing in this clause shall prevent either party from seeking urgent injunctive relief or other interim measures in any competent court.

12.6 Force Majeure. Neither party shall have any liability to the other party or to third parties for any failure or delay in performing any obligation (other than payment obligations) under this Order due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, pandemics, epidemics, actions of or limitations by the government including government ordered work restrictions or shut downs, fires, floods, strikes, civil disturbances or terrorism.

12.7 Modification or Waiver. Any waiver or modification of this Order will not be effective unless executed in writing and signed by S2W Media and Customer. Failure, neglect, or delay by a party to enforce the provisions of this Order or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under this Order and will not in any way affect the validity of the whole or any part of this Order or prejudice the party’s right to take subsequent action.

12.8 Order of Precedence.

12.8.1 Master Services Agreement Supremacy.

In the event that Customer and S2W Media (or any of its Affiliates) have executed a Master Services Agreement (“MSA”), the terms of such MSA shall take precedence and govern the relationship between the parties. In such case, these Terms and Conditions shall not apply, except to the extent expressly incorporated by reference into the MSA or agreed in writing by the parties.

12.8.2 In the event of any inconsistency or conflict between documents forming part of this Agreement, the following order of precedence shall apply:

(a) These Terms and Conditions;

(b) Any terms and conditions expressly incorporated by reference into these Terms and Conditions;

(c) Any “Additional Agreed Terms” set out in the Order Form, but only to the extent they expressly override these Terms and Conditions.

12.9 Severability. If any term, condition, or provision in this Order is found to be invalid, unlawful, or unenforceable to any extent, the remaining terms, conditions, and provisions of this Order, will continue to be valid and enforceable to the fullest extent permitted by law.