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These ‘Software as a Service’ Terms and Conditions (“Service Terms”) apply to and are incorporated by reference into the ordering
document (the “Order”) made by and between the Service Provider (as identified on the Order) and the Customer (as identified on
the Order) and set forth the terms and conditions under which Service Provider will provide the Customer with access to certain
applications as set forth on the Order (“Application(s)”), Web Console as set forth in Order (“Portal”) and user documentation that
Service Provider makes generally available electronic form to its general customer base in conjunction with the licensing of such
Applications (“Documentation”). The Applications, Portal and the Documentation will hereinafter collectively be referred to as the
“Software.”
Service Provider and Customer hereby agree as follows:
1.1. License Grant. Subject to all limitations and restrictions contained herein and the Order, Service Provider grants Customer a
term subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and operate the object code form
of Applications (and use its Documentation) as hosted by Service Provider as described in the Order (“Use”) and solely to perform
those functions described in the Documentation. For clarity, an “Application” means Service Provider’s proprietary software that is
specifically licensed to Customer pursuant to an Order.
1.2. Use. Customer will have a limited right and license to Use the Application solely for its internal business purposes, to perform
the functions described in the Documentation. Customer shall not allow any website that is not fully owned by Customer to frame,
syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Application.
Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any
portion of Customer’s web site that provides direct or indirect access to the Software. Unless otherwise expressly permitted in the
Order and subject to Section 1.5, Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the
Software.
1.3. License Type. Unless otherwise specifically stated in the Order, the type of license granted is per Device, which is uniquely
identified by a device ID or by an IMEI number or by a MAC Address. Customer shall ensure that the number of the Devices is
equal to or less than the number of Devices for which the Customer has subscribed. A “Per Device” subscription license means that
the Application licensed pursuant to the Order may be Used by those limited number of devices, the maximum number of which is
specified in the Order. Customer may delete unused devices or reassign devices at any time without notice to Service Provider so
long as the permitted number of devices is not exceeded.
1.4. Additional Restrictions. In no event will Customer disassemble, decompile, or reverse engineer the Application or
Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering
include, without limitation: (i) converting the Application from a machine-readable form into a human-readable form; (ii)
disassembling or decompiling the Application by using any means or methods to translate machine-dependent or machineindependent object code into the original human-readable source code or any approximation thereof; (iii) examining the machinereadable object code that controls the Application’s operation and creating the original source code or any approximation thereof by,
for example, studying the Application’s behavior in response to a variety of inputs; or (iv) performing any other activity related to
the Application that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity
may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the
requirements of these Service Terms. Customer may use Service Provider’s Confidential Information solely in connection with the
Application and pursuant to the terms of these Service Terms.
1.5. Authorized Users. Unless otherwise specifically provided in the Order, “Authorized Users” will only consist of: (i) employees
of Customer, and (ii) subject to Section 5 (Confidentiality), third party contractors of Customer who do not compete with Service
Provider (“Permitted Contractors”). Permitted Contractors may Use the Software only at Customer’s place of business or in the
presence of Customer personnel. Customer is fully liable for the acts and omissions of Permitted Contractors under these Service
Terms and applicable Order.
1.6. Customer License Grant. Customer grants to Service Provider a non-exclusive, royalty-free license to access, use, reproduce,
modify, perform, display and distribute Customer data as is reasonable or necessary for Service Provider to perform or provide the
Application.
1.7. Third Party Software. The Services may contain third party software that requires notices and/or additional terms and
conditions. Such required third party software notices and/or additional terms and conditions may be requested from Service
Provider and are made a part of and incorporated by reference into these Service Terms. By accepting these Service Terms,
Customer is also accepting the additional terms and conditions, if any, set forth therein.
2.1. Fees. Customer shall pay Service Provider the fees indicated on the Order. Unless otherwise provided in an Order, all fees are
to be paid to Service Provider within thirty days (30) of the date of invoice. Any late payment will be subject to any costs of
collection (including reasonable legal fees) and will bear interest at the rate of five (5%) per month (prorated for partial periods) or
at the maximum rate permitted by law, whichever is less. If Customer is delinquent on a payment of fees for fifteen (15) days or
more, Service Provider may suspend access to the Application. The Customer will temporarily lose all benefits of the contract and
have to pay the dues based on subscription terms defined in the Website at that point of time. Complaints concerning invoices must
be made in writing within thirty days (30) from the date of the invoice. Invoices will be sent by electronic delivery unless requested
otherwise by Customer, additional fees will apply.
2.2. Taxes. The license, service fees, and other amounts required to-be paid hereunder do not include any amount for taxes or levy
(including interest and penalties). Customer shall reimburse Service Provider and hold Service Provider harmless for all sales, use,
VAT, excise, property or other taxes or levies which Service Provider is required to collect or remit to applicable tax authorities.
This provision does not apply to Service Provider’s income or franchise taxes, or any taxes for which Customer is exempt, provided
Customer has furnished Service Provider with a valid tax exemption certificate.
3.1. Service Availability. Service Provider will use reasonable efforts to achieve Service Provider’s availability goals described in
the ‘Service Level Agreement for Smargav FieldX.’
3.2. Support Services. Upon payment of the relevant fees on the applicable Order, Customer may receive certain support services
for the Application pursuant to the ‘Support Agreement for Smargav FieldX.’
3.3 Private Hosting. Only Support Agreement applies in case of the Services are privately hosting by the Customer in their
Environment.
4.1. Reservation of Rights. By signing the Order, Customer irrevocably acknowledges that, subject to the licenses granted herein,
Customer has no ownership interest in the Software or Service Provider materials provided to Customer. Service Provider will own
all right, title, and interest in such Software and Service Provider materials, subject to any limitations associated with intellectual
property rights of third parties. Service Provider reserves all rights not specifically granted herein.
4.2. Marks and Publicity. Service Provider and Customer trademarks, trade names, service marks, and logos, whether or not
registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest
therein. Service Provider may: (i) use the Customer’s name and/or logo within product literature, press release(s), social media, and
other marketing materials; (ii) Order the Customer’s statements in one or more press releases; and/or (iii) make such other use of the
Customer’s name and/or logo as may be agreed between the parties. Additionally, Service Provider may include Customer’s name
and/or logo within its list of customers for general promotional purposes. Service Provider shall comply with Customer’s trademark
use guidelines as such are communicated to the Service Provider in writing and Service Provider shall use the Customer’s Marks in
a manner which is consistent with industry practice. Neither party grants to the other any title, interest or other right in any Marks
except as provided in this Section.
5.1. Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party,
before or after the Order Term Start Date (as identified on the Order), and generally not publicly known, whether tangible or
intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is
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derived from such information. For clarity, the term ‘Confidential Information’ does not include any personally identifiable
information. Obligations with respect to personally identifiable information (if any) are set forth in the ‘Data Processing
Agreement.’
5.2. Confidentiality of Software. All Confidential Information in tangible form will be marked as “Confidential” or the like or, if
intangible (e.g., orally disclosed), will be designated as being confidential at the time of disclosure and will be confirmed as such in
writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Service Provider
Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials
furnished by Service Provider; (ii) the oral and visual information relating to the Application; and (iii) these Service Terms.
5.3. Exceptions. Without granting any right or license, the obligations of the parties hereunder will not apply to any material or
information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is
independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully
obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any
obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party will
be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of
government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order
and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order
and in engaging in such other efforts.
5.4. Ownership of Confidential Information. Nothing in these Service Terms will be construed to convey any title or ownership
rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret
embodied therein, or to grant any other right, title, or ownership interest to the Service Provider’s Confidential Information. Neither
party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and
shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these Service Terms. Each
party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to
prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
5.5. Non-Disclosure. Each party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each
party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the
other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or
Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to
be bound by provisions no less restrictive than those set forth in this Section.
5.6. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would
cause the other party imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available
at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its
obligations under this Section.
5.7. Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all
suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other
Service Provider materials provided to Customer will be owned by Service Provider, and Customer hereby agrees to assign any
such rights to Service Provider. Nothing in these Service Terms will preclude Service Provider from using in any manner or for any
purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Service Provider in the performance of
services hereunder.
6.1. No Malicious Code. To the knowledge of Service Provider, the Application does not contain any malicious code, program, or
other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage,
destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or
processed by the Application in any manner. This warranty will be considered part of and covered under the provisions of these
Service Terms. Customer must: (i) notify Service Provider promptly in writing of any nonconformance under this warranty; (ii)
provide Service Provider with reasonable opportunity to remedy any nonconformance under the provisions of these Service Terms;
and (iii) provide reasonable assistance in identifying and remedying any nonconformance.
6.2. Authorized Representative. Customer and Service Provider warrant that each has the right to enter into these Service Terms
and that these Service Terms and the Orders executed hereunder will be executed by an authorized representative of each entity.
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6.3. Services Warranty. Service Provider warrants that all services performed hereunder shall be performed in a workmanlike and
professional manner.
6.4. Disclaimer of Warranties. Any and all of SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION and any other
technology or materials provided by SERVICE PROVIDER to the CUSTOMER are provided “as is” and without warranty of any
kind. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE SERVICE TERMS. SERVICE PROVIDER
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER SERVICE
PROVIDER (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR
REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD
RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
6.5. Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under these Service Terms are
VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express,
written approval of Service Provider.
7.1. Service Provider Indemnity. Service Provider will defend at its expense any cause of action brought against Customer, to the
extent that such cause of action is based on a claim that the Application, as hosted by Service Provider to Customer, infringes any
copyright, or trade secret of a third party. Service Provider will pay those costs and damages finally awarded against Customer
pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by Service Provider.
Customer may retain its own counsel at Customer’s own expense.
7.2. No Liability. Service Provider will have no liability for any claim of infringement based on: (i) Software which has been
modified by parties other than Service Provider where the infringement claim would not have occurred in the absence of such
modification; (ii) Customer’s use of the Software in conjunction with data where use with such data gave rise to the infringement
claim; or (iii) Customer’s use of the Software outside the permitted scope of these Service Terms.
7.3. Remedies. Should the Software become, or in Service Provider’s opinion is likely to become, the subject of a claim of
infringement, Service Provider may, at its option, (i) obtain the right for Customer to continue using the Software, (ii) replace or
modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if
neither of the foregoing options is commercially reasonable, terminate the access and Use of the Software. Upon such termination,
Customer shall cease accessing the Software. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SERVICE PROVIDER
WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE APPLICATION.
7.4. Customer Indemnity. Customer agrees to defend, indemnify, and hold Service Provider and its officers, directors, employees,
consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation,
reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to Customer’s: (i)
breach of any of its obligations set forth in Section 10 (Customer Obligations); (ii) Customer’s gross negligence or willful
misconduct; (iii) actual or alleged use of the Application in violation of these Service Terms or applicable law by Customer or any
Authorized Users; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from
data provided to Service Provider by the Customer or otherwise inputted into the Application, whether by the Customer, an
Authorized User or otherwise including Customer Work Product (as defined below); and/or (v) any violation by Customer or its
Authorized Users, of any terms, conditions, agreements or policies of any third party service provider. “Customer Work Product”
means that data and those forms developed or acquired by Customer for internal business purposes independent from Service
Provider or the Application.
7.5. Indemnification Procedures. Each indemnifying party’s obligations as set forth in this Section are subject to the other party:
(i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying
party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense
of any such claim.
8.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE
PROVIDER BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON
LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING
NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE,
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EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH
DAMAGES.
8.2. Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO,
ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR
GOODWILL.
8.3. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9.1. Subscription Term. The term of these Service Terms will continue until the termination of the last Order.
9.2. Termination by Service Provider. These Service Terms and any license created hereunder may be terminated by Service
Provider: (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days
written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not
cured within such thirty (30) day period; (iii) customer fails to pay for the yearly updates license fee within thirty (30) day period of
renewal; or (iv) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an
action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
9.3. Termination by Customer. These Service Terms may be terminated by Customer on ninety (90) days written notice to Service
Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within
ninety (90) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently
towards a cure.
9.4. Effect of Termination. Upon termination of these Service Terms, Customer shall no longer access the Software and Customer
shall not circumvent any security mechanisms contained therein.
9.5. Other Remedies. Termination of Service Terms will not limit either party from pursuing other remedies available to it,
including injunctive relief, nor will such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise
owed by Customer under these Service Terms.
10.1. Customer agrees that no employees of Service Provider will be required to individually sign any agreement in order to
perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or
individual confidentiality agreements.
10.2. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these Service Terms. Customer
shall ensure that each Web site for which the Application is engaged contains or is linked to a privacy policy that governs its data
collection and use practices.
10.3. The Customer shall be obliged to inform its Authorized Users before the beginning of use of the Software about the rights and
obligations set forth in these Service Terms. The Customer will be liable for any violation of obligations by its Authorized Users or
by other third parties who violate obligations within the Customer’s control.
10.4. The Customer shall be obliged to keep the login names and the passwords required for the use of the Application confidential,
to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct
its Authorized Users to observe copyright regulations. Personal access data must be changed at regular intervals.
10.5. Before entering its data and information, the Customer shall be obliged to check the same for viruses or other harmful
components and to use state of the art anti-virus programs for this purpose. In addition, the Customer itself shall be responsible for
the entry and the maintenance of its data.
10.6. The Software has provision to collect information like GPS Location, SMS details, Call Logs, Network information from the
user of the device. Some of the details collected might be private to the end-user. It is responsibility of the Customer to inform the
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end-users and get consent from the end-users about the information collected from their device. The Service Provider shall not be
held liable if the Customer fails to do her duty of requesting consent or informing the end-users about the information being
collected. The amount of information captured might change over the time as the Software development improves and new features
are released.
10.7. Service Provider has the right (but not the obligation) to suspend access to the Application or remove any data or content
transmitted via the Application without liability (i) if Service Provider reasonably believes that the Application is being used in
violation of these Service Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to
comply with applicable law, provided that Service Provider shall use commercially reasonable efforts to notify Customer prior to
suspending the access to the Application as permitted under these Service Terms, or (iii) as otherwise specified in these Service
Terms. Information on Service Provider’s servers may be unavailable to Customer during a suspension of access to the Software.
Service Provider will use commercially reasonable efforts to give Customer at least twelve (12) hours’ notice of a suspension unless
Service Provider determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is
necessary to protect Service Provider or its customers.
11.1. Assignment. Customer may not assign these Service Terms or otherwise transfer any license created hereunder whether by
operation of law, change of control, or in any other manner, without the prior written consent of Service Provider. Any purported
assignment of these Service Terms, or any license or rights in violation of this Section will be deemed void. The Service Provider
may assign assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
11.2. Third Parties. Service Provider will have the right to use third parties, including, but not limited to, employees of Service
Provider’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes
of these Service Terms, all references to Service Provider or its employees will be deemed to include such Subcontractors.
11.3. Technical Data. Customer shall not provide to Service Provider any technical data as that term is defined in the International
Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. Customer shall certify that all information provided to Service Provider
has been reviewed and scrubbed so that all technical data and other sensitive information relevant to Customer’s ITAR regulated
project has been removed and the information provided is only relevant to bug reports on Service Provider products.
11.4. Compliance with Laws. Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such
party’s performance under these Service Terms.
11.5. Survival. The provisions set forth in Sections 2, 4, 5, 6.4, 8, 9.3, 9.4 and 11 of these Service Terms will survive termination or
expiration of these Service Terms and any applicable license hereunder.
11.6. Notices. Any notice required under these Service Terms shall be given in writing and will be deemed effective upon delivery
to the party to whom addressed. All notices shall be sent to the applicable address specified on the Order or to such other address as
the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual
obligation that has been breached.
11.7. Force Majeure. Service Provider will not be liable to Customer for any delay or failure of Service Provider to perform its
obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider.
Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer
in providing required resources or support or performing any other requirements hereunder.
11.8. Restricted Rights. Use of the Software by or for the Government is conditioned upon the Government agreeing that the
Software is subject to Restricted Rights as provided under the provisions set forth by the Government. Customer shall be
responsible for assuring that this provision is included in all agreements with the Government and that the Software, when accessed
by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of
such access.
11.9. Entire Agreement. These Service Terms together with the documents listed in the applicable Order constitute the entire
agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings
between the parties with respect to the subject matter contained herein. Any signed copy of these Service Terms made by reliable
means will be considered an original.
11.10. Modifications. The parties agree that these Service Terms cannot be altered, amended or modified, except by a writing
signed by an authorized representative of each party.
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11.11. Non-solicitation. During the term of these Service Terms and for a period of two (2) years thereafter, Customer agrees not to
hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Service Provider without the prior written
consent of Service Provider. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee
or Subcontractor of Service Provider for a period of one (1) year from such former employee’s or Subcontractor’s last date of
service with Service Provider. Violation of this provision will entitle Service Provider to liquidated damages against Customer equal
to two hundred percent (200%) of the solicited person’s gross annual compensation.
11.12. Headings. Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation
hereof.
11.13. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or
remedy.
11.14. Severability and Reformation. Each provision of these Service Terms is a separately enforceable provision. If any
provision of these Service Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the
minimum extent necessary in order for these Service Terms to remain in effect in accordance with its terms as modified by such
reformation.
11.15. Independent Contractor. Service Provider is an independent contractor and nothing in these Service Terms will be deemed
to make Service Provider an agent, employee, partner, or joint venturer of Customer. Neither party will have authority to bind,
commit, or otherwise obligate the other party in any manner whatsoever.
11.16. Governing Law; Venue. The laws of the State of Tamil Nadu, India govern the interpretation of these Service Terms,
regardless of conflict of laws principles. The parties agree that the federal and state courts located in Tamil Nadu, India will have
exclusive jurisdiction for any dispute arising under, out of, or relating to these Service Terms. Mediation will be held in Coimbatore,
Tamil Nadu, India.
11.17. Dispute Resolution. Negotiations. Where there is a dispute, controversy, or claim arising under, out of, or relating to these
Service Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as
possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties
shall meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to
reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties.
Mediation. Any dispute, controversy, or claim arising under, out of, or relating to these Service Terms and any subsequent
amendments of these Service Terms, including, without limitation, its formation, validity, binding effect, interpretation,
performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this mediation
agreement (hereinafter the “Dispute”), shall be submitted to mediation in accordance with the then-current WIPO Mediation Rules.
The language to be used in the mediation will be English. Opportunity to Cure. Notwithstanding anything contained hereunder,
Customer agrees and acknowledges that no dispute resolution or litigation will be pursued by Customer for any breach of these
Service Terms until and unless Service Provider has had an opportunity to cure any alleged breach. Customer agrees to provide
Service Provider with a detailed description of any alleged failure and a description of the steps that Customer understands must be
taken by Service Provider to resolve the failure. Service Provider shall have sixty (60) days from Service Provider’s receipt of
Customer’s notice to complete the cure. Injunctive Relief. The parties agree that it will not be inconsistent with their duty to mediate
to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each
have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with
respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from
seeking injunctive or any interim relief in any appropriate jurisdiction.