We charge Client subscription fees through Chargebee and initiate dunning payments if a payment fails.

If an invoice is not paid on time or a payment fails, to the maximum extent allowable by law, Multimerce will not charge any overdue fees for any unpaid balance not in dispute but reserves the right to stop working until payment has been made.

In the instance that payment has not been made within 9 days of the initial due date or failed payment the service is automatically Cancelled. Multimerce reserves the right to refuse new service subscriptions to Clients who have been Cancelled due to payment issues.

Multimerce's acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable, and fees paid are non-refundable.

Client shall reimburse all reasonable expenses that have been authorised in writing by Client in advance, payable within 15 days of itemised invoice.

In the strictest confidence, each party shall maintain all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all:

(i) non-public information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; and,

(ii) information which ought reasonably to be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice before any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents, and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement.

The obligations of this Section shall survive termination of this Agreement for a period of 3 years.

Multimerce agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that Multimerce conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by Multimerce individually or jointly, on or off the premises of Client, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by Client upon payment of all fees due to Multimerce pursuant to this Agreement.

In the event that any such material is considered not to be a “work made for hire,” Multimerce hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to Client, and agrees to execute such documents as Client may reasonably request, to assist Client in obtaining and protecting such rights.

Multimerce agrees that they have no interest in any materials that Multimerce submits to Client, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, Multimerce shall have no rights to license, sell or use the deliverables or materials developed under this Agreement or any portion thereof.

This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Multimerce's primary business location without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in Multimerce’s jurisdiction.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

Force Majure

No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

Multimerce agrees that during the period in which it provides Services and for one year thereafter, Multimerce will not encourage or solicit any employee, vendor, client or contractor of Client to leave Client for any reason.

The Client agrees that during the period in which it receives Services and for one year thereafter, The Client will not encourage or solicit any employee, vendor, client or contractor of Multimerce to leave Multimerce for any reason.

Client and Multimerce will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement, Multimerce believes that their staff, representatives or agents have been subjected to harassing behaviour by the Client or Client’s staff, Multimerce will notify Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behaviour continues following Multimerce's second notice, such behaviour will constitute a breach of this Agreement and entitle Multimerce to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause and be paid in full for the ordered project or for the planned monthly services, as applicable, without limiting any other right or remedy available to Multimerce by law.

Multimerce agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising:

(i) through Multimerce's gross negligence;

(ii) out of any claim that the materials or deliverables, or any portion thereof, in fact, infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or,

(iii) from a breach or alleged breach of any of Multimerce's representations, warranties or agreements herein.

Client agrees to indemnify, defend and hold harmless Multimerce from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s:

(i) gross negligence;

(ii) out of any claim that Client provided content, or any portion thereof, in fact, infringes upon or violates any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or, 

(iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, MULTIMERCE SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE ARISING OUT OF OR RELATING TO THIS ATTACHMENT OR THIS AGREEMENT, MULTIMERCE'S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF 13 WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, MULTIMERCE'S AGGREGATE LIABILITY UNDER THIS ATTACHMENT AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION  PAID BY THE CLIENT TO MULTIMERCE UNDER THIS AGREEMENT.

Both Parties agree that when asked, the Client must properly identify Multimerce as the creator of the deliverables. The Client does not have a proactive duty to display Multimerce's name together with the deliverables, but the Client may not seek to mislead others that the deliverables were created by anyone other than Multimerce.

Client hereby agrees that Multimerce may use the work product as part of Multimerce's portfolio and websites, galleries and other media solely for the purpose of showcasing Multimerce's work but not for any other purpose.

Multimerce will not publish confidential or non-public work identifying the Client without the Client’s prior written consent.

Any notices to either Party made pursuant to this Agreement shall be made and sent:

(i) via a nationally recognised carrier to the other Party’s address on file;

(ii) or via e-mail to the other Party’s designated representative.

Each Party shall have an independent obligation to provide an update, as necessary, to the mail and email address on file for such notices. Notices sent by email shall be deemed effective once sent if no error or “bounce back” has been received within 24 hours of submission.