PARTNERSHIP AGREEMENT BETWEEN COACHES AND MENTORS WITH GIVERSBAY AS THEIR MARKETING SERVICE PROVIDER AND SESSION BOOKING PLATFORM

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THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

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THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) (a) OF INFORMATION TECHNOLOGY (INTERMEDIARY GUIDELINES AND DIGITAL MEDIA ETHICS CODE) RULES, 2021 THAT REQUIRE PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THE GIVERSBAY SERVICES AND GIVERSBAY WEBSITE.

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The Terms of Use constitute a binding and enforceable legal contract between GIVERSBAY (defined hereinafter) and User (defined hereinafter) in relation to the use of any GIVERSBAY Service on GIVERSBAY Webpage.

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Definitions

Capitalized terms as used in this Agreement shall have the meanings (a) as indicated in this clause below; (b) if not defined in this clause below, as assigned to such terms in the other parts of this Agreement where indicated. Any term not defined in this Agreement shall have the meaning as is commonly understood under applicable law and within the spirit of this Agreement.

"GIVERSBAY" or “GIVERSBAY ACADEMY” or “We” or "Us" is engaged in the business of internet-based services and is desirous of offering its services through the GIVERSBAY Website or Webpage or platform in accordance with terms as agreed under the GIVERSBAY Terms of Service.

"GIVERSBAY Website" or the "Webpage" shall mean the webpage created by the GIVERSBAY where the services/ offerings of the GIVERSBAY are curated and made available to the Members by the GIVERSBAY, which may or may not be enabled by any third-party service provider.

"GIVERSBAY Service" or the "Service" shall mean the services or products offered on the GIVERSBAY Webpage by the GIVERSBAY (s) to the Coaches or Mentors, "You", "Your" or "Members" refers to any professional who willingly submits the Partnership Onboarding Form to onboard as a Professional to avail the GIVERSBAY ACADEMY LLP Services and earn revenue as Commission on Monthly basis.

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This Partnership Agreement ("Agreement") is made and entered into on the day Partnership Onboarding Form was submitted by the coach and received by GIVERSBAY ACADEMY LLP, a company incorporated under the Companies Act, 2013, having its registered office at B-403 The Laurels, Vesu, Surat ("GiversBay"), and the coaching profressional, an individual having his/her principal place of business in their respective native place.

WHEREAS, Giversbay provides marketing services and a session booking platform to coaches and mentors to help them promote their services and manage their sessions; WHEREAS, Coach/Mentor desires to partner with GiversBay for marketing services and session booking platform; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Partnership:
Coach/Mentor agrees to enter into a partnership with GiversBay for marketing services and session booking platform. GiversBay agrees to provide marketing services and session booking platform to Coach/Mentor as per the terms and conditions set forth herein.

2. Term:
This Agreement shall commence on the date recorded in Google Forms and shall continue for a period of one year or until the agreement is breached by either party (the "Term"). The Term shall be automatically renewed unless either party provides written notice of termination at least thirty (30) days prior of the then-current Term.

3. Marketing Services:
Giversbay shall provide marketing services to Coach/Mentor as per the terms and conditions set forth below:

a. Search Engine Optimization (SEO): Giversbay shall optimize Coach/Mentor's website for search engines to improve its visibility and ranking on search engine results pages. GiversBay shall provide monthly SEO reports to Coach/Mentor.

b. Social Media Marketing: Giversbay shall create and manage social media accounts for Coach/Mentor on various platforms such as Facebook, Twitter, LinkedIn, etc., to increase brand awareness and engagement with potential clients. GiversBay shall provide monthly social media reports to Coach/Mentor.

c. Content Marketing: Giversbay shall create high-quality content such as blog posts, articles, whitepapers, etc., for Coach/Mentor's website and social media accounts to attract potential clients. We need not provide monthly content reports to Coach/Mentor for the free tier or complimentary monthly posts.

d. Email Marketing: Giversbay shall create and manage email campaigns for Coach/Mentor to nurture leads and convert them into paying clients. We shall provide monthly email reports to Coach/Mentor.

e. Paid Advertising: Giversbay shall create and manage paid advertising campaigns on various platforms such as Google Ads, Facebook Ads, Whatsapp Campaigns, LinkedIn Ads, etc., to generate leads and increase conversions. We need not provide advertising reports to Coach/Mentor if the campaign is unless funded by Coaches.

4. Session Booking Platform:
Giversbay shall provide a session booking platform to Coach/Mentor that allows potential clients to book sessions with Coach/Mentor online through the platform's user-friendly interface. The platform will enable real-time scheduling, payment processing, session reminders, feedback collection, etc., for an additional commission fee as per the pricing structure set forth mutually by the Coach & Giversbay from time to time.

5. Fees Collection & Payment Terms:
In consideration of the marketing services provided by Giversbay as well as the session booking platform, Coach/Mentor agrees to pay Giversbay a commission fee as per the pricing structure set forth mutually by the Coach & Giversbay from time to time (the "Fees"). The Fees will be collected by us and we will be liable to clear the due on a monthly basis to the coach or mentor. All payments recorded under the name of Coach/Mentor as a Giversbay Partner shall not be refundable after the 15 days of a booking completed on our site and are refundable unless otherwise agreed upon in writing by both parties.

6. Confidentiality:
Both parties acknowledge that they may have access to confidential information belonging to each other during the course of this Agreement ("Confidential Information"). Both parties agree to maintain the confidentiality of such information and not disclose it to any third party without the prior written consent of the disclosing party unless required by law or regulatory authority. This obligation shall survive the termination or expiration of this Agreement.

7. Intellectual Property:
All intellectual property created or developed during the course of this Agreement ("Intellectual Property") shall be owned jointly by both parties unless otherwise agreed upon in writing by both parties. Both parties agree that they will not use any Intellectual Property created or developed during this Agreement for any purpose other than in connection with this Agreement without the prior written consent of the other party unless required by law or regulatory authority. This obligation shall survive the termination or expiration of this Agreement.

8. Termination:
Either party may terminate this Agreement upon written notice if the other party breaches any material provision of this Agreement or becomes insolvent or makes an assignment for the benefit of creditors or files for bankruptcy or if any similar event occurs under applicable laws governing bankruptcy proceedings in respect of such party's assets or business operations generally or if any legal action is instituted against such party seeking its winding up or dissolution or if such party ceases carrying on its business operations generally or if any similar event occurs under applicable laws governing corporate reorganizations in respect of such party's assets or business operations generally (the "Termination Event"). Upon termination of this Agreement for any reason whatsoever, all outstanding Fees owing by Coach/Mentor under this Agreement shall become immediately due and payable by Coach/Mentor to GiversBay without any deduction or setoff whatsoever except as required by law or regulatory authority. This obligation shall survive the termination or expiration of this Agreement.

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9.Feedback, Review and Ratings

We encourage You to provide feedback, comments and suggestions for improvements to the GIVERSBAY (s) Webpage ("Feedback"). You may submit Feedback by emailing Us, through the 'Contact' detail provided on the Webpage, or by other means of communication. Any Feedback you submit to Us will be considered non-confidential and non-proprietary to You. By submitting Feedback to Us, You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You.
 

10. Waiver

GIVERSBAY's failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
 

11. Use of Personal information

When you visit our Website, we will receive the Internet protocol (IP) address of your computer, operating system information, browser information and name of your ISP. This information is used to improve GIVERSBAY's service offerings, We are also legally accountable to pass the same information to legal authorities when requested. We also use advanced web analytics, which provides information such as the URL of the site from which you came and the site to which you are going. Our information collection and use policies with respect to privacy of such information are set forth in the Privacy Policy on our Website.

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12. Disclaimer

If you choose to use the GIVERSBAY Webpage and/or associated services by GIVERSBAY you do so voluntarily and at your sole risk. The GIVERSBAY Webpage and/or associated services provided by the GIVERSBAY is provided "as is", without warranty of any kind, either express or implied. You agree that You have had whatever opportunity you deem necessary to investigate the services offered by us, laws, rules, or regulations that may be applicable to us. Services you are receiving and that You are not relying upon any statement of law or fact made by Us relating to the GIVERSBAY Service/GIVERSBAY Webpage. You agree that some GIVERSBAY Services may carry inherent risk, and by participating in those GIVERSBAY Services, you choose to assume those risks voluntarily. You assume full responsibility for the choices you make before, during and after your participation in a GIVERSBAY Service. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
 

13. Liability

In no event shall either party be liable for any indirect, incidental, consequential, special or punitive damages arising out of or related to this Agreement even if advised in advance of such damages being possible except for liability arising out of gross negligence or willful misconduct by either party under applicable laws governing negligence claims in connection with this Agreement ("Limited Liability"). This limitation of liability shall survive the termination or expiration of this Agreement regardless of whether such damages arise out of breach of contract, tort (including negligence), product liability or strict liability theory or any other legal theory whatsoever ("Limited Liability Obligation"). This obligation shall survive the termination or expiration of this Agreement regardless whether such damages arise out of breach

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You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the GIVERSBAY Webpage, your booking of any GIVERSBAY Services via the GIVERSBAY Webpage remains with You. Neither GIVERSBAY nor any other party involved in creating, producing, or delivering the GIVERSBAY Webpage will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the GIVERSBAY Webpage, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the GIVERSBAY Webpage.
 

14. No Guarantee

Due to the nature of the Internet, GIVERSBAY cannot guarantee the continuous and uninterrupted availability and accessibility of the GIVERSBAY Webpage. The availability of the GIVERSBAY Webpage or certain areas or features thereof may be restricted, if this is necessary in view of capacity limits, the security or integrity of GIVERSBAY's servers, or to carry out maintenance measures by GIVERSBAY that ensure the proper or improved functioning of the GIVERSBAY Webpage. There may be improvements, enhancements and modification of the GIVERSBAY Webpage and introduction of new Services from time to time.
 

15. Indemnification

You agree to release, defend (at GIVERSBAY's option), indemnify, and hold GIVERSBAY, its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the GIVERSBAY Webpage, (iii) your interaction with any Member, participation in an GIVERSBAY Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, or (v) your breach of any laws, regulations or third party rights.
 

16. Applicable Law and Jurisdiction

These Terms shall be governed by the laws of India. You agree that GIVERSBAY are based in India, and nothing shall give rise to personal jurisdiction over GIVERSBAY in jurisdictions other than in the state in India in which the GIVERSBAY is registered or Domiciled and You shall not raise any claims against GIVERSBAY in any court or forum in any jurisdiction other than where the GIVERSBAY is registered or Domiciled. Any claim or dispute between the User and GIVERSBAY will be entertained and tried solely and exclusively by a court of competent jurisdiction located in New Delhi, India and no other place whatsoever.
 

17. Notices

All notices or demands to or upon GIVERSBAY shall be effective if in writing and shall be deemed to be duly made when sent to the Communication email-id.

All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User(s) on the GIVERSBAY Webpage, or by posting such notice or demand on an area of the GIVERSBAY Webpage that is publicly accessible.

Notice to a User(s) shall be deemed to be received by such User(s) if and when the GIVERSBAY Webpage is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon GIVERSBAY Webpage's posting such notice on an area of the GIVERSBAY Webpage that is publicly accessible.
 

18. Severability

If, for any reason, a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that portion shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision. The remainder of the Terms shall continue in full force and effect.
 

19. Miscellaneous

a. Headings for any section of the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

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b.  All telephonic calls to the GIVERSBAY will be kept completely confidential. However, Your call may be recorded to ensure quality of service. Further, for training purposes and to ensure excellent customer service, calls from the GIVERSBAY to the User or from the User to the Company may be monitored and/or recorded.