Restrictions And Responsibilities

1. User/Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or any documentation or data related to the Software; (b) modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by Company or authorized by the terms of this Agreement); (c) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels.

2. User/Customer represents, covenants, and warrants that Customer will use the Software only in compliance with the terms of the Order Form, this Agreement and the applicable laws and regulations.

3. User/Customer shall be responsible for maintaining the Customer account and passwords (including but not limited to administrative and user passwords) in a secure manner to avoid any unauthorized access to the Software. User/Customer will co-operate with Company and provide all assistance as reasonably requested by Company in connection with the provision of the Software.

4. User/Customer shall comply with all applicable law including those regulating privacy or data protection and the collection, storage use and disclosure of such information while using and accessing the Software.

5. User/Customer consents to receive communications from the Company through electronic means

Confidentiality

All information relating to these Terms and/or during negotiations before the execution of any binding document that we may share between us shall be treated as confidential (“Confidential Information”).

During the Service Term, and for at least one (1) year thereafter, we expressly agree (i) to maintain the strict confidentiality of such Confidential Information, and to refrain from disclosing such Confidential Information to any third party, except as authorized by the original disclosing party in writing; (ii) to use such Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement; and (iii) to use at least a reasonable standard of care in protecting the Confidential Information.

These restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information (i) which has been independently developed by the receiving Party, as evidenced by its written records, (ii) which has been lawfully received free of restriction from another source having the right to furnish such Confidential Information; or (iii) after it has become generally available to the public without breach of this section by the receiving Party; or (iv) which at the time of disclosure was already known to the receiving Party, and free of restriction as evidenced by documentation in such Party’s possession; or (v) which the disclosing Party confirms in writing is free of such restrictions; or, (vi) which is required to be disclosed in any legal proceeding, upon express request from a governmental or regulatory agency, and/or pursuant to a requirement of law (and only with respect to such disclosure).

Each of us may disclose Confidential Information only to our employees, agents or subcontractors who need it in order to exercise rights or perform obligations under the Agreement, and who are required to protect it against unauthorized disclosure or use in a manner no less protective than required under the Agreement.

Confidential Information is and shall at all times remain the exclusive property of the disclosing Party.

Upon termination or expiration of the Agreement, we ask you to promptly destroy or return all Confidential Information, and we will do the same if you ask us to do so.

Payment Of Fees

1. Company will bill the Customer as per the fees specified in the Order Form (“Fees”). If Customer’s use of the Software or any feature thereof requires the payment of additional fees per the terms of the Order Form, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided therein. Company reserves the right to revise the Fees or applicable charges and to institute new charges and Fees at the end of the Subscription Term or then current renewal term. It is clarified that no prior notice is required for adjustment of Fees on account of change in the exchange rate as may be specified in the Order Form. If Customer believes that Company has billed Customer incorrectly, Customer must notify Company no later than 15 (fifteen) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

2. Subject to the terms set forth in the Order Form, Company may choose to bill through an invoice, in which case, full payment for the invoices issued must be received by Company within 15 (fifteen) days of providing the invoice. Unpaid amounts are subject to immediate termination or suspension of this Agreement, at the discretion of Company. Customer shall be responsible for all taxes associated with services contemplated under the Order Form.

Intellectual Property Rights

Proprietary Rights. We retain ownership of all of our intellectual property rights related to the Website and the Services, including all improvements to the Services. All materials that we produce, including the Website, design, code, graphics, interfaces, trademarks, and logo shall remain our exclusive property. You may not alter, reproduce, republish, license any of our proprietary materials, unless we expressly give you a written permission to do so. All rights not expressly granted are reserved and retained by us.

Nothing in these Terms is intended to limit our use of our knowledge, skills, experience, ideas, concepts, know-how and/or techniques developed or learned at any time, without limitation. If you provide us feedback regarding the use, operation, performance, or functionality of our Website, Services, or business (collectively, "Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to exploit and commercialize the Feedback, improve the Services, and develop and/or commercialize new offerings, which we will solely and exclusively own. In addition and subject to our Privacy Policy, we may aggregate, anonymize, or otherwise learn from data relating to your use of the Services, and use the foregoing to improve those Services.

DMCA Policy. We comply with the Digital Millennium Copyright Act Policy! You also represent and warrant that you will not knowingly provide misleading information to support your claim.

Open Source. Certain items provided with the Services may be subject to "open source" or "creative commons" or other similar licenses (collectively, "Open Source"). The Open Source license terms are not intended to be replaced or overridden by the license and other terms of these Terms; however, the limitations of liabilities, disclaimers, and this provision apply to any such Open Source. Nothing in these Terms limit your rights under, or grants you rights that supersede, the terms and conditions of any applicable Open Source license. If we (or you) make modifications to Open Source, and if the applicable Open Source requires that such modifications be made available, and we (or you) do not already publish such modifications via the applicable open source community, then modifications will be available on applicable websites.

Term And Termination

1. Subject to earlier termination as provided below, this Agreement is for the Subscription Term as specified in the Order Form and shall be renewed for additional periods as Parties may mutually agree in writing (collectively, the “Term”) prior to the end of the then-current term.

2. In addition to any other remedies it may have, either Party may also terminate this Agreement upon 30 (thirty) days’ notice (or without notice in the case of non-payment), if the other Party materially breaches any of the terms or conditions of this Agreement. Further, Company may forthwith terminate the Agreement if there is a material change of circumstances including a condition or circumstance which Company was not aware of, or ought not to have reasonably been aware of, becomes apparent, such that Company, acting reasonably, determines that continued provision of services as contemplated under the Order Form is not feasible in accordance with this Agreement. Customer will pay in full for the services up to and including the last day on which the services are provided. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

3. During and after the Subscription Term, Customer will not assert, authorize, assist, or encourage any third party to assert, against the Company or any affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Software.

4. In the event of termination or expiry of the Agreement, as the case may be, Company shall cease/suspend all licenses/works/developments/services in respect of this Agreement. Upon such termination or expiry, the Customer will have restricted access to the Software for a period of 30 (thirty) days from the date of such termination or expiry for the purpose of retrieving any Customer Data. For the purpose set out above, Company will make available restricted access to one data administrator as identified and communicated to it by the Customer.

Warranty And Disclaimers

1. Subject to the Service Level Terms attached hereto as Exhibit A and reasonable technical support services in accordance with the terms set forth in Exhibit B, Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner, which minimizes errors and interruptions in the Software. Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

Indemnity

1. Customer and Company will indemnify, keep indemnified and hold harmless each other and its officers, directors, employees, representatives and agents against any claims, costs, charges, damages, losses and legal charges, of any nature whatsoever, arising out of breach of representations and/or obligations given in this Agreement.

Limitation Of Liability

1. In no event, will either the Customer or the Company have any liability to the other Party or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the Party has been advised of the possibility of such damages.

2. Save as otherwise mentioned in this clause, will theCompany’s aggregate liability arising out of or related to the Agreement or the Order Form (whether in contract or under any other theory of liability) exceed the total amount paid by Customer hereunder in the period of billing, preceding the last event giving rise to the liability (“Standard Cap”).

Miscellaneous

1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

2. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent provided that Company may not sub-contract its obligations under this Agreement to third parties without the prior written consent of Customer.

3. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both Parties, except as otherwise provided herein.

4. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.

5. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

6. Governing law and dispute resolution. These Terms and all matters regarding their interpretation and/or enforcement are governed by the Law of the State of New York, excluding its choice of law rules. If a dispute or claim relating to these Terms arises, we each agree to make a reasonable and good faith effort to agree on an out-of-court solution and to resolve the dispute. If no out-of-court settlement is reached, any related action, lawsuit, or proceeding must be brought and adjudicated exclusively by state or federal courts located in the city of New York, United States of America. Any claim, action, suit or proceeding relating to these Terms must be brought by you within one year of the event that gave rise to the claim or such claim is hereby waived to the maximum extent permitted by law.

7. For a period of 6 (six) months from the signing of this Agreement, neither Party shall solicit, poach, employ or hire either as employees, consultants, retainers, advisors, counsels, freelancers or otherwise any of associate/group company’s employees, agents, consultants, retainers, advisors, officers, or otherwise of the other Party, unless permitted in writing by the other Party.