Advertiser Agreement

Last Updated: 12 Jul, 2021.

Please contact us directly with any questions or concerns you may have regarding this Policy.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING THE BOX INDICATING “I ACCEPT ORCABPO ADVERTISER AGREEMENT” OR BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE. YOU AND ORCABPO AGREE TO BINDING ARBITRATION TO RESOLVE ANY DISPUTE ARISING FROM THIS AGREEMENT OR RELATING TO ORCABPO TECHNOLOGY AND SERVICE. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. (SEE SECTION ON ARBITRATION BELOW FOR FURTHER DETAILS).

1. SCOPE OF SERVICES

(a) Services. OrcaBPO and its subsidiaries and affiliated companies (collectively, “us”, “we”, or “OrcaBPO”) provides a mobile advertising platform that will enable its advertising clients (including any advertiser on whose behalf of you are providing Advertisements) (“you”, “your”, or “Advertiser”) to upload and distribute mobile advertising content, including graphics, hyperlinks, text, images, banners, videos and other promotional content (“Advertisements“) to mobile device users (“Consumers“) on behalf of Advertiser. You may create and manage advertising campaigns (“Campaigns“) through OrcaBPO’s web interface or through offline insertion orders, and OrcaBPO will deliver the Advertisements on behalf of you to Consumers who have installed mobile applications or visit websites that contain OrcaBPO’s proprietary software, tags, other technology or otherwise are contractually within the OrcaBPO network (the “Service“). Your access and use of the Service is governed by this Agreement and any applicable terms and conditions on the OrcaBPO website, located at https://orcabpo.com (the “Site“).

(b) Suspension of the Services. OrcaBPO reserves the right to modify or discontinue, temporarily or permanently, the Service, or any features or portions thereof, without prior notice. You agree that OrcaBPO will not be liable for any modification, suspension or discontinuance of the Service, or any part thereof. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with OrcaBPO for products, services or otherwise.

2. ACCOUNT REGISTRATION AND SITE TERMS

Registration and Site Terms. You must be at least 18 years old to access or use the Service. In order to access and use the Service, you must: (i) register for an advertiser account (“Account”) on the Site; (ii) accept this Agreement; and (iii) comply with the Acceptable Use Policy and any other relevant terms that OrcaBPO may publish from time to time. You must keep all information updated, accurate, truthful, and complete at all times. You may access your Account using the user name/password credentials (“Credentials”) either provided by OrcaBPO or as registered by you. You must protect your Account Credentials and you are fully responsible for all use and activity of your Account. If you suspect any improper or unauthorized use of your Account, your Credentials, or any other security breaches, you must contact your OrcaBPO account manager immediately. You should carefully choose your password and not include any personal or other information that may be easily guessed by another. Any distribution by you of your Credentials may result in termination of your access to the Site or Service. OrcaBPO has the right to terminate or suspend your access to or use of the Services and the Site, with or without notice, in the event that you violate the Site Terms or any term of this Agreement.

3. PRIVACY POLICY

Please refer to our Site Privacy Policy for information about how OrcaBPO collects, uses and discloses your personal information through the use of the OrcaBPO Site.

4. LICENSE TO ADVERTISEMENTS

You hereby grant to OrcaBPO a non-exclusive, worldwide, royalty-free license to reproduce, distribute, display, edit, modify, enhance and otherwise use the Advertisements (including any trademarks therein) in connection with OrcaBPO’s provision of the Service, including, without limitation, copying and distributing Advertisements to Consumers, on applications and websites, and to third-party service providers.

5. ADVERTISING

(a) Campaigns: OrcaBPO will deliver Advertisements on behalf of you to Consumers in accordance with the criteria established through your Advertiser Campaign. Each Campaign shall specify the information necessary for OrcaBPO to deliver the Advertisements, which information may change from time to time. For instance, OrcaBPO may require a Campaign name, maximum daily or total amount to spend on such Campaign, start and end date for such Campaign, the type of Campaign, fields to collect User Volunteered Data (as defined in Section 8), Consumer targeting information and cost-per-click bid information. OrcaBPO does not control, endorse or adopt any Advertisements. OrcaBPO is not be responsible or liable in any manner for any Advertisements or Campaigns and undertakes no responsibility to update or review any Advertisements or Campaigns.

(b) Editorial Adjacencies: Your sole remedy for the placement of an Advertisement on a Publisher site that violates any editorial adjacencies agreed to in writing by OrcaBPO will be for you to submit a written complaint to OrcaBPO. OrcaBPO, in its sole discretion, will review such complaints and determine if the content is objectionable or in violation of such editorial adjacencies.

(c) Ad Materials: OrcaBPO, in its sole judgment, reserves the right to reject or remove any Advertisements for which the advertising materials, software code associated (e.g. pixels, tags, JS), or the website to which the Advertisement is linked to, do not comply with its Technology Privacy Policy, Acceptable Use Policy, or with any applicable law, regulation or other judicial or administrative order. Notwithstanding the foregoing, you may not provide any such software code that would collect any Consumer Data (defined below) in violation of the OrcaBPO Technology Privacy Policy.

6. CONSUMER DATA

Whenever Consumers receive, scroll over, view, click on or otherwise interact with an Advertisement or a web page accessible to such Consumers after clicking on an Advertisement, you may be able to collect personal information directly from such Consumers, including User Volunteered Data (“Consumer Data”).

You must collect, use and disclose Consumer Data solely in accordance with all applicable federal, state and local laws, rules, judicial and administrative decisions and industry guidelines (including, without limitation, the CAN-SPAM Act of 2003, Direct Marketing Association Guidelines and the Mobile Marketing Association Guidelines). You are fully responsible for all collection, use, storage, or disclosure of Consumer Data by or on behalf of you and received by you.

Without limiting the generality of the foregoing, you represent and warrant and that you will: (i) as required by law and industry standards, provide a clear, meaningful and prominent privacy policy and notice of your collection, use, and disclosure of Consumer Data and any opt-out to any targeted or behavioral advertising by you on each site a Consumer may arrive at through an Advertisement; (ii) as required by law and industry standards, obtain any and all consents required for your collection, use and disclosure of Consumer Data; (iii) not attempt to decrypt or re-identify any hashed or encrypted Consumer Data you may receive from OrcaBPO; (iv) not Repurpose any Consumer Data, including User Volunteered Data; and (iv) subscribe and comply with the requirements of US-EU Privacy Shield principles and certify to the US-EU Privacy Shield for your treatment of any applicable Consumer Data you may receive or transfer and treat data adequately as required under applicable law. For the purposes of this Agreement, “Repurpose” means to retarget a Consumer or append data to a non-public profile regarding a Consumer for purposes other than performance of the Insertion Order or Campaign specified through the OrcaBPO web interface.

This Agreement incorporates by reference the OrcaBPO Data Processing Agreement (https://orcabpo.com/agreement.php) as amended from time to time (“DPA”). OrcaBPO is entitled to modify the terms of DPA unilaterally with a notice to Advertiser. Both Parties agree to adhere to the DPA during the term of this Agreement and after expiration of the term subject to respective statutory obligations.

7. AD TAGS

When applicable, you shall provide Third Party Ad Server tags or Advertiser ad tags that are functional in all aspects. All use of ad tags shall not (i) cause OrcaBPO to violate its Technology Privacy Policy nor (ii) violate industry standards, including, without limitation policies as supplied by OrcaBPO from time-to-time regarding use of tags, cookies, and any other technology now known or hereafter developed that is designed to track Consumers’ online behavior or activity. You represent and warrant that any ad tags (or other technology) provided: (i) do not utilize supercookies, zombie cookies or other cookies or technology that circumvents user-based or device-based preferences in any way; and (ii) are set to expire within a reasonable amount of time per industry standards and applicable law.

8. CAMPAIGNS COLLECTING USER VOLUNTEERED DATA

In the event that you create a lead generation or other Campaign collecting User Volunteered Data, you represent and warrant that upon creating such Campaign, you will: (i) provide a clear, meaningful, and functional link to your privacy policy that describes your data use and disclosure in relation to the User Volunteered Data collected for such Campaign to be prominently displayed within the Advertisement creative; (ii) provide a valid opt-out as required under applicable law to the use of the User Volunteered Data; (iii) provide accurate information about the purposes and uses for which the User Volunteered Data will be collected and shared for display in the Advertisement creative and use the User Volunteered Data for such purposes and uses; (iv) disclose any sharing of User Volunteered Data to be disclosed in the Advertisement creative; and (v) take full responsibility for such User Volunteered Data collected, including but not limited to, maintaining the accuracy, opt-outs, and any and all other legal obligations related to the User Volunteered Data, including complying with the CAN-SPAM Act of 2003 and any other relevant regulations globally. For the purposes of this Agreement, “User Volunteered Data” is personally identifiable information collected from individual Consumers through an Advertisement during delivery of an Advertisement pursuant to an Insertion Order or OrcaBPO’s web interface, where it is expressly disclosed to such individual Consumers that such collection is solely on behalf of Advertiser.

9. REPRESENTATIONS AND WARRANTIES

You represent and warrant to OrcaBPO that: (i) you have the right and authority to publish and display the Advertisements and to grant the rights granted herein; (ii) your performance under this Agreement will not violate any agreement or obligation between you and a third party or any applicable law, ordinance or regulation or cause OrcaBPO to be in violation of any agreement or obligation between OrcaBPO and a third party or any applicable law, ordinance or regulation; (iii) your use of Consumer Data will not cause OrcaBPO to violate any provision of OrcaBPO’s Technology Privacy Policy nor violate any requirement in sections 5, 6, 7 or 8 in regards to Consumer Data; and (iv) the Advertisements provided by you do not now nor will in the future infringe upon or violate any Intellectual Property Right (as defined below) of a third party, including but not limited to any patent, copyright, trademark, trade secret, trade dress, mask work, moral right, right of attribution or integrity or other intellectual property rights (collectively, “Intellectual Property Rights”) or non-proprietary right of any third party or violate OrcaBPO’s Acceptable Use Policy (v) the Advertisements, ad tags and technology provided by you do not violate any applicable third party policies, including but not limited to, third party platform policies (such as Google Play and Apple, as applicable); (vi) any ad tags or other technology provided does not (A) contain any virus, malware, or other harmful component or (B) collect any data beyond what is expressly agreed to by OrcaBPO under this Agreement and an Insertion Order and is not in violation of OrcaBPO’s Technology Privacy Policy or any applicable industry standards. Finally, you represent and warrant that you have not suffered any actual, probable or reasonably suspected breach of any safeguards or of any other actual, probable or reasonably suspected unauthorized access to or acquisition, use, loss, destruction, compromise or disclosure of any information maintained on any of your systems (“Security Breach”), or if any of your systems has suffered one or more Security Breaches, you have fully disclosed each such Security Breach to OrcaBPO.

10. PAYMENTS

(a) General: You will pay OrcaBPO the fees and other remuneration indicated in the applicable Campaign(s) established via the OrcaBPO Website or via an applicable insertion order(s) executed by you and OrcaBPO (each, an “Insertion Order”). All fees specified on the Site, an Insertion Order or this Agreement are in US Dollars ("USD"). OrcaBPO may modify its pricing structure, including the minimum bid levels then in effect, at any time after notice to you, notice to be provided either through a posting on the OrcaBPO website, revised Insertion Order, or via email.

(b) Campaign Charges; Payment; Click Disputes: All campaign expenses shall be calculated solely on the basis of OrcaBPO records. No further action or statistics of any kind will be accepted by OrcaBPO or have any effect under this Agreement.If you dispute any fees charged during a Campaign, you must notify OrcaBPO in writing within fifteen (15) days (“Notice“). OrcaBPO will review and settle these disputes at its sole discretion. If you do not provide notice, you waive any claims associated with the disputed charges.

(c) Campaign Limits: Campaign limits can be set through the Services, including a ceiling on the amount of money available for a campaign. Upon achieving the capped levels or amounts indicated in the campaign, OrcaBPO will make commercially reasonable efforts to suspend delivery of Advertisements.

(d) Pre-payment: You need to maintain a positive account balance in order to start and maintain a campaign. Your account may be financed by credit card, check, wire transfer or Automated Clearing House ("ACH"). OrcaBPO reserves the right to restrict access to any payment method mentioned above, or to limit the use of a specific payment method. The minimum starting balance for an Account is $500 (USD). Service fees will be deducted from your account balance until the balance is depleted. If your account balance is depleted, your participation, including continuing any ongoing campaigns, will be interrupted or terminated without interruption.You can replenish or add to your account balance at any time in advance payment blocks of not less than $100 (USD). You can review your account balance at any time on the Site.Campaign fees are typically charged to accounts within 24 hours of delivery of an advertisement, but can sometimes take longer depending on the case.

(e) Auto Funding Service: OrcaBPO provides a service which allows you to finance your Account when it reaches a certain minimum balance (the “Auto Funding Service”) as a convenience to keep you from running out of money and maintaining the continuity of its advertising campaigns.To be approved for the Auto Finance Service, you must provide OrcaBPO with a signed Auto Finance Service Authorization from the form provided by OrcaBPO. To access the form, please contact sales@orcabpo.com. OrcaBPO reserves the right (without obligation) to terminate your participation in the Automatic Financing Service after 6 months or more of inactivity.

(f) Inactive Accounts: Subject to applicable legislation, if transactions with your Account have not taken place for at least 6 months (or, if greater, the minimum period allowed by applicable law), then OrcaBPO reserves the right to deduct a monthly administrative fee of up to $20 (or the maximum amount allowed by applicable law) to keep your Account open. If, after the period set forth under applicable law, there have been no transactions with your Account and OrcaBPO cannot reach you at your email address on file, OrcaBPO may terminate your Account and report and remit the remaining funds as unclaimed property.

(g) Taxes: You are responsible for all applicable taxes, duties or other charges, including sales or usage taxes, imposed by any federal, state or local governmental entity on the Service furnished by OrcaBPO. Under this Agreement, except in the case of taxes based on net income, gross income or employment obligations of OrcaBPO. If OrcaBPO is required by applicable law or regulation to collect and pay all taxes related to the Service, then OrcaBPO can deduct the appropriate amount from your Account.

(h) Pausing or Deleting a Campaign: To avoid future Account fees, you must sign in to the Site and follow the Account's procedures to discontinue or terminate a Campaign. Until you or OrcaBPO discontinue or complete your Campaigns, you will be responsible for all expenses incurred in connection with your Campaigns, including costs incurred during the 24-hour period following such a pause or termination in order for such action to become effective.You will also be responsible for all reasonable expenses (including attorneys' fees) incurred by OrcaBPO in collection in default, withheld or rescinded amounts.

11. SUBMISSIONS

You can submit questions, comments, suggestions, ideas, blueprints, notes, drawings, original or creative materials or other information on OrcaBPO, the Service (collectively, “Submissions”). Submissions, whether emailed to the OrcaBPO or otherwise, are not confidential and will become the sole property of the OrcaBPO. The OrcaBPO shall possess exclusive rights, including all related intellectual property rights, and shall be entitled to unrestricted use and distribution of Submissions for any purpose, commercial or otherwise, with no acknowledgement or compensation.

12. INDEMNIFICATION

(a) Indemnification: You will defend, indemnify and hold harmless OrcaBPO, its affiliates, independent contractors, service providers and consultants, and its and their respective directors, officers, employees and agents, from and against any third party claims, suits or actions and any resulting damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (i) your use of the Site or the Service; (ii) your violation of any terms of this Agreement; (iii) your collection, use or disclosure of Consumer Data, including User Volunteered Data; or (iv) any alleged or actual infringement, violation, or misappropriation of any Intellectual Property Rights or non-proprietary right, by you, your agents or representatives related to any Advertisement or other content provided by you. This provision may not apply to residents.

(b) Procedure: OrcaBPO will provide you with timely written notice of this claim and the information and assistance you can reasonably request to assist you in defending such claims; provided that you pay or refund all costs and expenses reasonably incurred by OrcaBPO with respect to any assistance requested by you under this Section. You will have no right to settle such a claim without the written consent of OrcaBPO, if such settlement results from or forms part of a criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of OrcaBPO or otherwise requires OrcaBPO to take or refrain from taking any material action (such as the payment of fees). OrcaBPO will have the right to approve the attorney chosen by you to defend any such claim, whose approval will not be unreasonably denied. OrcaBPO may, at its option and expense, participate in, or take control over, the defense of any such claim and, in such event, you will provide such authority, and information and assistance related to such proceeding as OrcaBPO may reasonably request to protect OrcaBPO’s interests. You will maintain such insurance policies (including, without limitation, commercial liability insurance, professional liability and technology errors & omissions liability insurance, internet insurance and statutory workers’ compensation insurance) as may be sufficient to protect you against all applicable risks. You will provide OrcaBPO with certificates of insurance and other supporting materials as OrcaBPO may reasonably request to verify your continuing compliance with the preceding sentence.

13. ARBRITRATION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.

Restrictions

The Parties agree that any arbitration shall be limited to the Litigation between the Parties individually. To the maximum extent permitted by law, (a) no arbitration may be involved in another procedure; (b) there is no right or authority to arbitrate a dispute pursuant to a class action or to use class action proceedings; and (c) there is no law or authority for a Litigation to be presented as a representative on behalf of the general public or any other person.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above-mentioned provisions on informal negotiations and compulsory arbitration: (a) any Litigation aimed at enforcing or protecting, or concerning the validity of any intellectual property rights of a Party; (b) any dispute regarding allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief. If this provision is considered illegal or unenforceable, neither Party shall choose to arbitrate a Dispute under this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed above, and the Parties agree to submit to the personal jurisdiction of that court.

14. DISCLAIMER

THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ORCABPO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICE AND THE SITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. ORCABPO DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE ORCABPO ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICE AND THE SITE SAFE, ORCABPO CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE AND THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD OR USE. THIS PROVISION MAY NOT APPLY TO RESIDENTS.

15. LIMITATION OF LIABILITY

IN NO EVENT SHALL OrcaBPO, ITS AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, AND CONSULTANTS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICE, THE SITE, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICE OR SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM OrcaBPO, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ORCABPO’S RECORDS, PROGRAMS OR SERVICE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORCABPO, ITS AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, AND CONSULTANTS, AND ITS AND THEIR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE OR THE SITE OR TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500 (USD)).THIS PROVISION MAY NOT APPLY TO (Area)RESIDENTS.

16. CONFIDENTIALITY

Confidential information means any non-public information disclosed by OrcaBPO, regardless of whether it is marked (if not so specified, is of a nature or disclosure in circumstances that a reasonable person would recognize as confidential such information), including, without limitation, the terms of this Agreement including any Insertion Orders and Campaign details, the publishers in The OrcaBPO network, the content of the Website, the personal contact details provided by OrcaBPO, information regarding OrcaBPO’s marketing, plans, products, services, and technical environment. You agree to protect Confidential Information in the same way that you protect your Confidential Information (but by using at least a reasonable degree of protection) and shall disclose confidential information only to persons who need it and have agreed in writing to be bound by conditions at least as protective as those contained in this Agreement. The restrictions in this subsection will not apply to privileged information if (i) made available to the public otherwise than through a breach of confidentiality obligation or other wrongdoing on your part or on the part of a third party, (ii) properly received as a third party who has not breached an obligation of confidentiality and who has not otherwise obtained Confidential Information wrongly, (iii) independently developed by you without using or referring to OrcaBPO Confidential Information; (iv) that you were aware of at the time of disclosure (other than pursuant to a separate confidentiality obligation); or (v) produced in compliance with applicable law or court order, provided that OrcaBPO is given reasonable notice of the obligation to provide confidential information and you are working diligently to limit this disclosure and assist OrcaBPO in obtaining a protection order or confidentiality. OrcaBPO shall be entitled to seek injunction or other equitable remedy for breach of the confidentiality obligations hereof. Such injunctive or fair action does not constitute the exclusive remedy for breach of confidentiality, but adds to all other rights and remedies available at law or in equity.

17. TERMINATION

Notwithstanding the terms of this Agreement, OrcaBPO retains the right, without notice and at its sole discretion, to (i) termination of your right to access or use the Site or the Service or (ii) block or prohibit your future access to and use of the Site or Service. OrcaBPO may also interrupt the Website or the Service at any time, in which case this Agreement will be terminated automatically and without notice.

18. MISCELLANEOUS

(a) Independent Contractors: The parties and their respective staff are and shall be independent contractors and neither party to this Agreement has a right,the power or authority to act or create an explicit or implicit obligation for the other party.

(b) Amendment: OrcaBPO reserves the right to alter the terms and conditions contained in this Agreement or the policies applicable at any time and in its sole discretion. Any changes or modifications will take effect immediately after the publication of the revisions on the Website, and you waive any rights you may have to receive specific notice of such changes or modifications. Your continued use of the Site or the Service as a result of the publication of changes will confirm your acceptance of such changes or modifications. Consequently, you should often review this agreement and applicable policies from time to time to understand the terms and conditions that apply to its use of the Site and Service. If you do not accept the revised terms, you must stop using the Site and the Service.

(c) Assignment: You may not assign this Agreement or any right, interest or advantage pursuant to this Agreement without OrcaBPO's prior written consent. Any attempt to assign in breach of the above shall be void.Subject to the foregoing; this Agreement will be binding upon and enforceable by all authorized transferees.

(d) Severability: If any provision of this Contract is deemed illegal, void or unenforceable for any reason whatsoever, then this provision shall be considered severable from this Agreement and shall not affect the validity and applicability of the remaining provisions.

(e) Non-waiver: Any failure by OrcaBPO to insist that you perform any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise, the law will not be interpreted as a waiver or waiver of any right to enforce or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and shall remain in full force and effect.

(f) Survival: The respective rights and obligations of the parties under Articles 1, 2, 3, 4, 5, 6, 7, and 8shall survive the termination or expiration of this Agreement.

(g) Force Majeure: If enforcement of any part of this Agreement by either party is prevented, prevented, delayed or otherwise rendered impossible by reason of a flood, riot, fire, judicial or governmental action, labour disputes, acts of God or any other cause beyond the control of either Party, that Party shall be exempt from such conflicts in so far as such conflicts occur that it is prevented, hindered or delayed by such causes.

(h) Entire Agreement: This Agreement, including such Insertion Orders as may have been executed by and between you and OrcaBPO, constitutes the complete and exclusive declaration of all mutual agreements between the Parties regarding the subject matter hereof, repealed, Communications and agreements, either orally or in writing. In the event of a discrepancy between this Agreement and the Website Acceptable Use Policy, this Agreement shall prevail.In case of any discrepancy between this Agreement and any Insertion Order, this Insertion Order shall prevail on condition that it explicitly requests to amend a specific term of this Agreement.