Master Services Agreement
& Enterprise Terms of Service.
These Master Terms of Service govern all Insertion Orders (IOs), Statements of Work (SOWs), campaign syndication contracts, and digital advertising programs executed between Mars Solution (operating under the commercial brand name MARS) and its corporate clients.
Master Framework & Insertion Orders (IOs)
These Terms of Service (“Terms”) constitute a legally binding agreement between Mars Solution (operating commercially under the brand name “MARS”, “we”, “us”) and the commercial entity named in an executed Insertion Order or Statement of Work (“Client”).
Each executed Insertion Order (“IO”) incorporates these Terms by reference. In the event of any direct conflict between the specific provisions of an executed IO and these general Terms, the provisions of the executed IO shall prevail solely with respect to the specific campaign governed thereby.
Demand Generation Channels & Campaign Execution
MARS shall execute campaign syndication across the specific channels authorized in the applicable IO:
- • Email Marketing: Promoting approved Client collateral directly to verified B2B decision-makers.
- • Tele-Marketing: Conducting phone verification, custom discovery surveys, and calendar meeting scheduling.
- • Content Publishing: Hosting and syndicating whitepapers and eBooks across MARS-owned digital media hubs.
- • Display Advertising: Delivering targeted ABM impressions and high-visibility native ad placements.
Guaranteed CPL Pricing, Invoicing & Payment Terms
All campaigns operate on a fixed Cost-Per-Lead (CPL), Cost-Per-Appointment (CPA), or fixed-media CPM rate as stipulated in the IO. Clients incur zero financial obligation for unverified overages exceeding the agreed campaign cap.
Invoices are issued on a monthly delivery cycle or campaign completion milestone, with standard payment terms of Net thirty (30) days from date of invoice. Delinquent balances accrue interest at 1.5% per month or the statutory legal maximum.
100% Lead Quality Warranty & Replacement SLA
MARS warrants that 100% of delivered lead records conform to the agreed Ideal Customer Profile (ICP), Target Account List (TAL), and job title criteria.
1. Invalid Contact Data: Hard bounced email, disconnected telephone, or inaccurate corporate domain.
2. Out of Scope: Lead fails agreed industry vertical, company size filter, or job seniority specification.
3. Existing Pipeline Collision: Duplicate contact already present in Client CRM within the preceding ninety (90) days (subject to suppression list matching).
4. Denial of Request: Prospect explicitly confirms they did not request the sponsored asset.
Disputed records submitted within ten (10) business days of delivery shall be replaced with fully qualified replacement records within five (5) business days or credited in full.
Intellectual Property Rights & Creative Content Licenses
Client retains sole and exclusive ownership of all trademarks, logos, whitepapers, eBooks, and creative assets provided to MARS. Client grants MARS a non-exclusive, worldwide, royalty-free license to host, format, syndicate, and distribute the collateral solely for the duration and purpose of executing the IO.
MARS retains all right, title, and interest in its proprietary audience databases, delivery algorithms, email verification telemetry, and publishing infrastructure.
Confidentiality & Non-Disclosure
Each party agrees to preserve the confidential nature of the other party’s proprietary business information, pricing schedules, Target Account Lists, and technical architectures for a period of three (3) years from the date of disclosure.
Mutual Indemnification & Limitation of Liability
Each party shall defend, indemnify, and hold harmless the other party against third-party claims arising from: (a) infringement of third-party intellectual property rights by its materials, (b) material violation of applicable privacy or anti-spam statutes, or (c) gross negligence or willful misconduct.
Governing Law, Arbitration & Dispute Jurisdiction
These Terms shall be governed by and construed in accordance with applicable commercial laws without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved through binding commercial arbitration in Pune, Maharashtra, India, or before the courts in London, UK for European and international contracts.
Counsel Office: Legal & Corporate Governance Division