Subscription Agreement

This Subscription Agreement (referred to as “this Agreement” from here onwards) is entered into by and between Matsio Digital Marketers Private Limited, a company registered under the Companies Act, 2013, having its registered office at Akashdeep, H. No. 747, Vellamkettu Vila, Nemom, Thiruvananthapuram, Kerala, India, 695020 (referred to as “Matsio” from here onwards) and doing business as “Descrat” through the website descrat.com; and you, a natural or legal person, who has subscribed to the digital design services offered by Matsio through the website descrat.com (referred to as “the Subscriber” from here onwards) by enrolling for any of the subscription plans detailed in Appendix A of this Agreement.

From here onwards in this Agreement, the website having the domain names descrat.com and www.descrat.com through which Matsio offers services shall be referred to as “Descrat”.

The digital design services offered by Matsio through Descrat will be referred to as “the Services”

In this Agreement, Matsio and the Subscriber may be referred to collectively as the parties or individually as a party. Any person who is not privy to this Agreement, unless specifically named, shall be referred to as a third party.

By subscribing to any service through any subscription plan offered by Matsio through Descrat will be bound by this Agreement and also by the Terms of Use https://www.descrat.com/terms-of-use/ and Privacy Policy https://www.descrat.com/privacy-policy/

Nature of the Agreement
1. This Agreement does not create an employer-employee relationship or partnership or agency relationship between the parties.
2. The Subscriber is availing the services of Matsio by paying a subscription fee to Matsio according to the particular subscription plan out of the multiple plans detailed and described in Appendix A and chosen by the Subscriber.
3. Through this Agreement, Matsio shall be an independent contractor of the Subscriber.
4. This Agreement in non-exclusive and not shall not prevent the Subscriber from entering into any agreement similar to this Agreement with any person or group of persons who provides similar or the same services as that of Matsio for the execution of any work required by the Subscriber as provided under the various subscription plans detailed in Appendix A.
Tenure of this Agreement
1. This Agreement, except clause 14, shall bind the parties only during the period in which the subscription made by the Subscriber to the Services is active.
2. The subscription of the Subscriber is deemed to be terminated at the end of the tenure of a subscription plan and when such subscription is not renewed by the Subscriber.
Terms of Use and Privacy Policy
1. Apart from this Agreement, the conduct of the parties shall also be bound by the Terms of Use [COMPLETE URL] and the Privacy Policy [COMPLETE URL].
2. In case of any conflict in the meaning of words or provisions found in this Agreement and the Terms of Use or the Privacy Policy, the meaning afforded to such words or provisions by this Agreement shall prevail over the meanings provided by the Terms of Use or the Privacy Policy.
Representations and Warranties of the Subscriber
1. The Subscriber hereby represents and warrants that:
  1. The Subscriber shall not instruct or request Matsio for providing any service that commits or aids in the commission of any unlawful activity;
  2. The Subscriber shall not instruct or request Matsio for creating or designing any digital asset containing any sexually explicit content or nudity;
  3. The Subscriber shall not instruct or request Matsio for creating or designing any digital asset containing anything that promotes self-harm to any natural person in any degree or manner;
  4. The Subscriber shall not instruct or request Matsio for creating or designing any digital asset containing anything that promotes or incites violence against any natural person or animal;
  5. The Subscriber shall obtain necessary consent from relevant data principals for processing any personal data provided by the Subscriber to Matsio for creating or designing any digital asset;
Representations and Warranties of Matsio
1. Matsio hereby represents and warrants that:
  1. Matsio shall obtain all necessary licenses and permissions for using digital assets and components for designing and creating digital assets and content for the Subscriber for executing work requests made by the Subscriber.
Reservations of Matsio
1. Matsio hereby reserves the right to deny the provision of the Services upon any material breach of this Agreement by the Subscriber.
2. Matsio reserves the right to deny the provision of the Services for any work request that violates or is in contravention of the representations and warranties of the Subscriber.
Subscription Plans
1. The Subscriber shall, through this Agreement, be subscribed to only one subscription plan out of the multiple subscription plans detailed and described in Appendix A.
2. The parties are free to enter into separate agreements with separate terms and conditions for any digital design work defined and required outside of the subscription plans in Appendix A.
Subscription Fees
1. The Subscriber shall pay to Matsio an amount prescribed under each subscription plan defined and detailed in Appendix A as subscription fees.
2. The amount specified under each subscription plan in Appendix A shall be exclusive of relevant taxes.
Registering for Subscription
1. Payment Gateway
  1. All payments mentioned in the preceding clause shall be conducted through a third party payment gateway integrated by Matsio with Descrat.
  2. The Subscriber agrees to be bound by the terms and conditions of the third party payment gateway for making payments and processing any personal data of the Subscriber.
  3. Matsio shall not be responsible or liable for any harm or injury caused to the Subscriber by any action or omission of the third party gateway mentioned in this clause.
2. Acknowledgement of Subscription
  1. Matsio shall acknowledge the payment made by the Subscriber on the third party payment gateway for availing the Services and the commencement of the subscription by the Subscriber within one business day from the time of payment made by the Subscriber on the third party payment gateway.
3. The parties shall, for the purposes of this Agreement, provide each other with all necessary documents or certificates relevant for filing tax returns with the appropriate government authorities.
Requesting Work
1. Email
  1. The Subscriber shall raise all work requests under the Services through email communication to the email address provided by Matsio.
  2. The Subscriber shall ensure that the work request is described in detail and shall mention the expected deadline for delivering the work request by Matsio.
2. Acknowledgement
  1. Matsio shall acknowledge the email communication mentioned in the preceding sub-clause within a time not exceeding one business day along with the review of the request and shall indicate the actual time of delivery of the work request.
Execution of Work Requests
1. Duration
  1. The work requests made by the Subscriber to Matsio shall be completed by Matsio within the time stipulated in the description of the subscription plan in Appendix A and to which the Subscriber has subscribed to.
  2. Matsio reserves the right to provide a timeline for delivery of the work request different from the stipulated time under the subscription plan giving reasonable explanations why such work requests cannot be completed in the stipulated time.
2. Review & Changes
  1. The Subscriber may conduct reviews of the design drafts created by Matsio according to the subscription plan the Subscriber has subscribed to and instruct Matsio to conduct revisions on the design drafts accordingly.
  2. The Subscriber must provide all such reviews mentioned in the preceding sub-sub-clause within a reasonable amount of time for the prompt delivery of the completed work by Matsio.
3. Delivery
  1. Matsio shall, upon completion of work after reviews and revisions mentioned in the preceding sub-clause, shall deliver the final digital asset for the Subscriber.
  2. The Subscriber may instruct Matsio regarding the manner and format of delivery of the completed digital asset, and Matsio shall comply with such instructions if they are reasonable and found to be resonant with standard industry practices.
Pausing the Subscription
1. Pause at any time
  1. The Subscriber may pause the subscription for the Services at any time by sending an email communication to Matsio.
  2. The Subscriber shall receive an acknowledgement of the Subscriber’s request to pause the subscription from Matsio within a business day.
  3. Matsio shall, upon the Subscriber pausing the subscription, keep on record of the remaining days in the month during which the Subscriber had subscribed for.
2. Resumption of the Subscription
  1. The Subscriber may resume the subscription for the Services at any time during which the subscription is paused by sending an email communication to Matsio.
  2. Matsio shall, upon resumption of the subscription by the Subscriber at any point in time, provide services to the Subscriber for the balance days mentioned in the preceding clause and exhaust them before the next subscription renewal has to be made by the Subscriber.
3. No Special Fee for Pausing or Resuming Subscription
  1. Matsio shall not raise any charge or fees for pausing or resuming the subscription by the Subscriber.
Cancellation of Subscription
1. The Subscriber shall cancel the subscription only by refraining from renewing the subscription plan for the Services.
2. The Subscriber may cancel the subscription by revoking the automated payment activated on the third party payment gateway through which the Subscriber paid for activating the subscription for the Services.
Confidentiality and Non-disclosure
1. Confidential Information
  1. The parties shall not disclose to any third party or make public any confidential information belonging or relating to the other party without prior and express written from the other party.
  2. For the purposes of this clause, any information belonging to or relating to any person including sensitive personal information, business information, trade secrets, financial information, health information, and biometric data; and not available in the public domain, shall be deemed to be confidential information.
  3. For the purposes of this clause any information voluntarily disclosed by a person to whom the information belongs to or relates to or is disclosed by any other person under the mandate of any law prevailing at the time of such disclosure shall be deemed to be information available in the public domain.
  4. For any information to be treated as confidential information for the purposes of this clause, such information need not be labeled or marked as confidential.
2. Perpetuity
  1. This clause shall survive the termination of this Agreement and the obligations of this clause shall bind the parties of this Agreement in perpetuity.
Intellectual Property
1. The parties shall retain their respective and relevant copyrights over the digital assets used and created as part of the work requests made by the Subscriber to Matsio.
2. If the work request is made by the Subscriber on behalf of any other natural or legal person, such person shall be deemed to be the owner of the copyright over the digital asset designed and created by Matsio pursuant to the work request made by the Subscriber.
3. Matsio shall sub-license, if required, any licensed digital assets used as components of the digital assets designed and created by Matsio for the Subscriber as part of the work requests made by the Subscriber to Matsio.
4. The Subscriber hereby grants permission to Matsio to showcase the digital assets designed and created by Matsio under work requests completed for the Subscriber for promoting and advertising the services of Matsio.
5. Matsio shall not violate the terms and conditions of this Agreement including the obligations under clause 14 while showcasing the digital assets designed and created by Matsio for the Subscriber.
6. The Subscriber may refuse to grant permission to Matsio to showcase any digital asset mentioned in the preceding sub-clause and Matsio shall not reject or act in contravention of such refusal.
Miscellaneous
1. Indemnification
  1. The Subscriber shall indemnify and make Matsio free of all or any liabilities arising out of or in connection with the use of the digital asset designed and created by Matsio as per the instructions and requirements of the Subscriber.
2. Jurisdiction of Courts
  1. In case of any dispute arising out of this Agreement, the appropriate and relevant courts in the State of Kerala and the Republic of India shall have exclusive jurisdiction to adjudicate the resolution of such disputes.
  2. The parties are free to enter into any subsequent agreement to resolve any dispute through mediation or arbitration before resorting to resolve any dispute arising out of this Agreement through the courts of law mentioned in the preceding sub-sub-clause.
3. Force Majeure
  1. No party shall be liable for any breach of this Agreement if such breach has been caused by any event beyond the reasonable control of the party causing such breach.
  2. For the purpose of this clause, changes in general market conditions are not considered to be events beyond the reasonable control of the party causing a breach of this Agreement.

Appendix A

Subscription Plans

Matsio offers the Subscriber the following subscription plans under the Subscription Agreement to which this appendix is appended. The Subscriber shall during the time up of sign up or registration, the Subscriber shall choose only one plan among the ones detailed and described below.

Startups
1. This plan is appropriate for startups and small businesses.
2. Under this plan the Subscriber shall pay a monthly subscription fee of $399 (Three Hundred Ninety-Nine US Dollars) to Matsio exclusive of taxes.
3. Under this plan Matsio shall deliver the completed work requests, after review and revisions, within one to four business days from the date of request made by the Subscriber.
4. Under this plan, Matsio shall keep only one work request from the Subscriber at a time as active.
5. During the term of this plan, the Subscriber may raise an unlimited number of work requests per month subject to point C of the Startups plan.
6. During the term of this plan, for every work request, the Subscriber may raise an unlimited number of revisions per request per month.
7. The Subscriber may raise an unlimited number of requests on behalf of any person or entity who is a client of the Subscriber.
Pro
1. This plan is appropriate for medium-sized businesses.
2. Under this plan the Subscriber shall pay a monthly subscription fee of $599 (Five Hundred Ninety-Nine US Dollars) to Matsio exclusive of taxes.
3. Under this plan Matsio shall deliver the completed work requests, after review and revisions, within one to two business days from the date of request made by the Subscriber.
4. Under this plan, Matsio shall keep only one work request from the Subscriber at a time as active.
5. During the term of this plan, the Subscriber may raise an unlimited number of work requests per month subject to point C of the Pro plan.
6. During the term of this plan, for every work request, the Subscriber may raise an unlimited number of revisions per request per month.
7. The Subscriber may raise an unlimited number of requests on behalf of any person or entity who is a client of the Subscriber.
Enterprises
1. This plan is appropriate for large enterprises.
2. Under this plan the Subscriber shall pay a monthly subscription fee of $1499 (One Thousand Four Hundred Ninety-Nine US Dollars) to Matsio exclusive of taxes.
3. Under this plan Matsio shall deliver the completed work requests, after review and revisions, within one day from the date of request made by the Subscriber.
4. Under this plan, Matsio shall keep only one work request from the Subscriber at a time as active.
5. During the term of this plan, the Subscriber may raise an unlimited number of work requests per month subject to point C of the Enterprises plan.
6. During the term of this plan, for every work request, the Subscriber may raise an unlimited number of revisions per request per month.
7. The Subscriber may raise unlimited number of requests on behalf of any person or entity who is a client of the Subscriber.