Comprehensive Legal Agreement

In this Agreement, the following terms carry the meanings set out below unless the context otherwise requires:

2.1 RepuLex provides legal-first online reputation management. Our Services include, without limitation:

• Sending legal notices and cease-and-desist communications to content publishers, platform operators, and webmasters under the Information Technology Act 2000, IT (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021, and applicable defamation laws.
• Filing and pursuing court applications, injunctions, and other judicial remedies in competent Indian courts.
• Enforcing court orders with search engines, social media platforms, and news portals.
• Advisory and consultation on online reputation matters, digital defamation, and related legal strategy.
• Emergency ORM response and crisis management.

2.2 RepuLex is a legal services firm, not a technology or marketing agency. The Company does not engage in "black-hat" search engine manipulation, content flooding, or any practice that violates platform terms of service or applicable law.

2.3 Nothing on the Platform or in any communication from the Company constitutes formal legal advice creating an attorney–client relationship unless a signed Engagement Letter expressly states otherwise and is countersigned by a qualified legal professional engaged by the Company.

2.4 Services are rendered exclusively in India and are subject to Indian law. Clients outside India are served on a best-efforts basis; no representation is made regarding enforceability of remedies in foreign jurisdictions.

3.1 An engagement is formed when the Client (a) executes an Engagement Letter or Service Order, or (b) makes any part-payment of fees to the Company, whichever occurs first.

3.2 By engaging the Company, the Client irrevocably authorises the Company and its appointed legal professionals to:

• Issue legal notices on the Client's behalf, referencing the Client's name or matter where legally necessary.
• Correspond with platforms, search engines, and courts regarding the Target Content.
• Obtain limited personal information from public records, platform disclosures, or court orders as required to pursue the removal.
• Engage third-party legal counsel, court commissioners, or process servers as sub-agents where necessary, subject to confidentiality obligations.

3.3 The Client warrants that all individuals signing or authorising an engagement on behalf of a company, firm, or trust have full legal authority to bind that entity. The Company shall not be liable for consequences arising from unauthorised instructions.

3.4 Any change to the scope of an engagement (additional URLs, additional platforms, change of strategy) must be documented in a written amendment to the Engagement Letter and may attract additional fees.

4.1 Fee Structure. Published pricing is indicative. Binding fees are set out in the Engagement Letter. Standard published rates (exclusive of taxes) are:

4.2 Payment Terms. Unless the Engagement Letter states otherwise, a non-refundable retainer of 50% of the total engagement fee is payable within 48 hours of the Engagement Letter being issued. The balance is due upon delivery of the agreed milestone or within 30 days of commencement, whichever is earlier.

4.3 Taxes. All fees are exclusive of Goods and Services Tax (GST) and any other statutory levies unless expressly stated as inclusive. GST shall be charged at the applicable rate and is the Client's sole responsibility.

4.4 Late Payment. Unpaid amounts after the due date shall accrue interest at 18% per annum (1.5% per month), compounded monthly, from the due date until the date of actual payment. The Company reserves the right to suspend Services pending payment of overdue amounts without liability.

4.5 Refund Policy. Given the professional, time-sensitive, and legally intensive nature of Services:

• Retainer fees are strictly non-refundable once work has commenced (defined as the first legal notice being drafted, issued, or any court filing being prepared).
• If the Company determines, prior to commencement, that the Target Content is not legally removable for reasons solely within the Company's knowledge and not disclosed to the Client before engagement, a partial refund of up to 30% of the retainer may be considered at the Company's sole discretion.
• No refund shall be issued where removal fails due to platform policy changes, court decisions, third-party non-compliance, or any factor outside the Company's control.
• No refund shall be issued where the Client provides incorrect, incomplete, or misleading information.
• Success-based or conditional refund arrangements must be expressly stated in writing in the Engagement Letter to be valid.

4.6 Disputed Invoices. Any invoice dispute must be raised in writing within 7 Working Days of the invoice date. Failure to raise a timely dispute shall constitute acceptance of the invoice amount.

5.1 The Client acknowledges that success depends on, among other factors: the legal strength of the removal ground; the jurisdiction of the hosting platform; the cooperation of the content publisher; court and platform timelines; and technical factors specific to the Target Content.

5.2 The Company's obligation is one of best efforts — to diligently pursue available legal remedies on the Client's behalf. The Company is not liable for failure to achieve removal where such failure arises from factors outside its direct control.

5.3 Timelines (including "7-day removal") are commercial targets based on the Company's experience with standard cases and are not contractual guarantees unless expressly stated in a signed Engagement Letter.

6.1 The Client unconditionally warrants and represents to the Company that:

• All information provided to the Company is true, complete, accurate, and not misleading.
• The Client has the legal right to seek removal of the Target Content (whether as the subject of the content, an authorised representative, or a duly empowered attorney).
• Engaging the Company for removal of the Target Content does not violate any court order, injunction, contract, or applicable law.
• The Client is not using the Company's Services to suppress content that is true, in the public interest, or constitutes protected speech under Indian law or any other applicable jurisdiction.
• The Client has sufficient capacity (financial, legal, and operational) to perform its obligations under this Agreement.

6.2 The Client shall, throughout the engagement:

• Provide timely responses (within 48 hours) to requests for information, approvals, or documentation.
• Promptly notify the Company of any material change in circumstances affecting the Target Content or the legal strategy.
• Not independently contact platforms, courts, or the content publisher in a manner that could prejudice the Company's strategy without prior written approval.
• Maintain confidentiality regarding the Company's legal strategy and methods.
• Execute all documents (power of attorney, declarations, affidavits) reasonably requested by the Company in furtherance of the Services within 5 Working Days of such request.

6.3 Indemnity for Client Breach. The Client shall indemnify and hold harmless the Company from all costs, damages, claims, and liability arising from any breach of the warranties in Clause 6.1 or obligations in Clause 6.2.

6.4 The Company reserves the right to immediately suspend or terminate Services, without refund, if it discovers that the Client has provided false or materially misleading information or is using the Services in a manner the Company reasonably believes to be in violation of applicable law or public interest.

7.1 All content on the Platform — including but not limited to text, methodology descriptions, legal frameworks, graphical elements, service process descriptions, pricing structures, data compilations, case study summaries, and the "RepuLex" name and mark — is the sole intellectual property of the Company and is protected under the Copyright Act 1957, Trade Marks Act 1999, Information Technology Act 2000, and all other applicable Indian and international intellectual property laws.

7.2 No part of the Platform may be reproduced, distributed, modified, adapted, translated, stored in any retrieval system, transmitted in any form, scraped, framed, or otherwise exploited for any commercial purpose without the prior express written consent of the Company.

7.3 Work product, legal notices, strategy documents, and reports prepared by the Company for the Client during an engagement remain the intellectual property of the Company until full payment of all fees is received. Upon receipt of full payment, the Client receives a non-exclusive, non-transferable licence to use such work product solely for purposes of enforcing the relevant removal in their own name.

7.4 The Client grants the Company a limited, royalty-free licence to use the Client's name, logo, and publicly available information solely to the extent necessary to identify and pursue removal of the Target Content, and for no other purpose.

7.5 The Client shall not reverse-engineer, decompile, clone, or imitate the Company's methodology, process flow, pricing model, or proprietary legal strategy for any purpose. Any violation may constitute passing-off and unfair competition under applicable law and will be pursued accordingly.

7.6 Testimonials & Case Studies. The Client consents to the Company publishing anonymised or de-identified summaries of the engagement outcome as a case study or testimonial, without identifying the Client by name, unless the Client expressly grants written permission for identified publication.

8.1 Both parties acknowledge that in the course of an engagement, each may disclose Confidential Information to the other. Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or court order.

8.2 The Client specifically agrees not to disclose:

• The Company's legal strategy, approach, or methods.
• Internal pricing, discount structures, or commercial terms.
• The identity of any other client, any legal counsel engaged by the Company, or any third-party service provider.
• Any communication from the Company marked "confidential" or "privileged".

8.3 The obligations in this Clause survive termination of this Agreement for a period of five (5) years.

8.4 The Company may disclose Client information to the extent required to:

• Pursue the Services (e.g., identifying the Client in a legal notice or court filing).
• Comply with applicable law, regulatory requirement, or court order.
• Respond to a bona fide legal process directed at the Company.

8.5 The Client acknowledges that legal notices issued on their behalf may necessarily identify the Client in public-facing documents. This is not a breach of confidentiality and is a necessary consequence of legal enforcement.

9.1 The Company processes Client personal data in accordance with the Digital Personal Data Protection Act 2023 (DPDP Act), the Information Technology Act 2000, and IT Rules 2011. The Company's full Privacy Policy, available at /privacy-policy, is incorporated by reference into this Agreement.

9.2 The Client, in providing personal data of third parties (such as the content publisher) to the Company for the purpose of legal action, warrants that such disclosure is lawful, proportionate, and necessary for the legitimate pursuit of their legal rights.

9.3 The Company shall implement and maintain reasonable technical and organisational measures to protect Client data against unauthorised access, alteration, or destruction. In the event of a personal data breach affecting the Client's data, the Company shall notify the Client within 72 hours of becoming aware, in accordance with applicable law.

9.4 Client data shall not be used for any commercial purpose unrelated to the Services and shall not be sold to third parties under any circumstances.

10.1 Client's Indemnity. The Client shall indemnify, defend, and hold harmless the Company, its officers, directors, legal counsel, employees, sub-agents, and representatives from and against any and all claims, liabilities, damages, losses, penalties, court costs, and legal fees (including attorney's fees on an indemnity basis) arising from or related to:

• Any breach of the Client's representations, warranties, or obligations under this Agreement.
• The Client's misuse of the Company's Services for an unlawful purpose.
• Any counterclaim, suit, or legal action filed against the Company by a third party as a direct result of legal action initiated on the Client's instructions.
• Any inaccuracy or falsity in the information or documents provided by the Client.
• The Client's failure to pay required court fees, stamp duties, or process costs in a timely manner causing prejudice to the Company's strategy.

10.2 Company's Indemnity. The Company shall indemnify the Client against direct losses arising from the Company's gross negligence or wilful misconduct in performing the Services, subject to the limitations in Clause 11.

10.3 A party seeking indemnification shall (a) promptly notify the indemnifying party of any claim, (b) grant the indemnifying party control over the defence and settlement of such claim, and (c) reasonably cooperate at the indemnifying party's expense.

11.1 Cap on Liability. The Company's total aggregate liability to the Client under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the Client to the Company under the relevant Engagement Letter in the six (6) months immediately preceding the event giving rise to the claim.

11.2 Excluded Losses. In no event shall the Company be liable for:

• Loss of profits, revenue, business, contracts, or anticipated savings.
• Loss of goodwill or reputation.
• Consequential, incidental, indirect, special, or punitive damages.
• Any damage arising from the Client's own acts or omissions.
• Platform-side decisions to not remove or to re-publish content.
• Court decisions or judicial outcomes adverse to the Client's interests.
• Delays caused by the Client, third parties, Force Majeure Events, or factors outside the Company's control.
• Inaccurate or incomplete information provided by the Client.

11.3 Basis of Agreement. The Client acknowledges that the fees charged by the Company are set with reference to these limitations, and that the Company would not provide Services on the same commercial terms without them.

12.1 Neither party shall be in breach of this Agreement or liable for delay or failure to perform any obligation (other than a payment obligation) where such delay or failure results from a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to: acts of God, natural disaster, war, civil unrest, terrorism, cyber-attack, pandemic, epidemic, government action, regulatory change, court order, platform policy change implemented by a third-party platform (such as Google, Meta, or a news portal), power outage, internet service disruption, or any other event that a reasonable person would consider extraordinary.

12.2 The affected party shall notify the other party in writing within 7 days of the Force Majeure Event, stating its nature, anticipated duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the effect of the Force Majeure Event.

12.3 If a Force Majeure Event continues for more than 60 days, either party may terminate the engagement on 14 days' written notice, and fees shall be payable on a pro-rata basis for work completed up to the date of termination.

12.4 Platform policy changes by third-party operators (including changes by Google, Meta, Reddit, or any news organisation to their content removal procedures) shall constitute a Force Majeure Event and shall not give rise to any liability or refund obligation on the part of the Company.

13.1 The Client shall not use the Company's Services or the Platform for any of the following purposes:

• Suppression of journalistic reporting that is true and in the public interest.
• Removal of legitimate consumer reviews or complaints in a manner that would constitute consumer fraud.
• Targeting a competitor's lawfully published content for improper competitive advantage.
• Harassment, intimidation, or wrongful suppression of any individual's lawful speech.
• Money laundering, fraud, or any activity in contravention of applicable Indian law.
• Circumventing any court order requiring content to remain accessible.
• Impersonating another person or entity in communications with the Company.

13.2 The Platform may not be scraped, crawled, or accessed by automated means for any purpose other than standard search engine indexing. Systematic data extraction, mirror-site creation, or scraping of the Platform's content is strictly prohibited and may result in legal action under the Information Technology Act 2000 and applicable copyright law.

13.3 Any violation of this Clause entitles the Company to immediately terminate all Services, retain all fees paid, and pursue civil and criminal remedies to the fullest extent permitted by law.

14.1 Termination by Client. The Client may terminate an engagement by providing 14 days' written notice to the Company. Upon termination, all fees accrued to the date of termination shall be immediately due and payable. The retainer and any fees for work commenced shall be non-refundable.

14.2 Termination by Company. The Company may terminate an engagement immediately and without refund if:

• The Client breaches any material obligation under this Agreement and, where such breach is curable, fails to cure it within 7 Working Days of written notice.
• The Client becomes insolvent, is wound up, or has a receiver or administrator appointed.
• The Company determines, in its sole professional judgement, that continuing the engagement would expose it to legal, reputational, or regulatory risk.
• A court of competent jurisdiction orders the Company to cease the relevant Services.

14.3 Survival. Clauses 4 (Fees), 7 (IP), 8 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 15 (Dispute Resolution), 16 (Governing Law), and any accrued rights and liabilities shall survive termination of this Agreement.

14.4 Upon termination, the Company shall deliver to the Client all documents and materials belonging to the Client (excluding the Company's internal work product and strategy documents), subject to payment of all outstanding fees.

15.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising from or relating to this Agreement, the parties shall first attempt to resolve it by good-faith negotiation between senior representatives. Either party may initiate negotiation by written notice. If the dispute is not resolved within 30 days of such notice, either party may proceed to arbitration under Clause 15.2.

15.2 Arbitration. Any unresolved dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act 1996 (as amended by the Arbitration and Conciliation (Amendment) Act 2021). The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties or, if no agreement is reached within 15 days, appointed in accordance with the provisions of the Act. The seat and venue of arbitration shall be New Delhi, India. The language of arbitration shall be English.

15.3 Interim Relief. Nothing in this Clause prevents either party from seeking interim or emergency relief from a competent court of law to preserve the status quo or prevent irreparable harm pending the constitution of the arbitral tribunal.

15.4 Costs. The arbitral tribunal shall have the power to award costs, including legal fees. The default position shall be that costs follow the event.

15.5 Confidentiality of Proceedings. All arbitration proceedings, pleadings, evidence, and awards shall be kept strictly confidential by both parties.

16.1 This Agreement and all non-contractual obligations arising from or related to it shall be governed by and construed in accordance with the laws of the Republic of India.

16.2 Subject to Clause 15 (Arbitration), the parties submit to the exclusive jurisdiction of the courts of competent jurisdiction at New Delhi, India for enforcement of arbitral awards, interim relief, or any matter not submitted to arbitration.

16.3 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to this Agreement is expressly excluded.

17.1 If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

17.2 No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of that right. Any single or partial exercise of a right shall not preclude any other or further exercise of that right or any other right.

17.3 A waiver of any default shall not constitute a waiver of any subsequent default of the same or a different kind.

18.1 This Agreement, together with the applicable Engagement Letter and any Schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether oral or written.

18.2 The Company reserves the right to amend this Agreement at any time by publishing an updated version on the Platform. The version in effect at the date of the Engagement Letter shall govern that engagement, unless the Client expressly agrees to updated terms in writing.

18.3 No variation to the terms of any Engagement Letter shall be binding unless agreed in writing by both parties.

18.4 In the event of conflict between this Agreement and an Engagement Letter, the Engagement Letter shall prevail to the extent of the conflict.

19.1 All legal notices under this Agreement shall be in writing and delivered by (a) email with read receipt to the addresses below, (b) registered post with acknowledgement due, or (c) recognised overnight courier service. A notice shall be deemed received on the date of confirmed delivery or, if sent by email, on the date a read receipt or non-automated response is received.

19.2 Routine business communications (status updates, document requests) may be made by email without formal notice requirements.