This Software as a Service Agreement (“Agreement”) is entered into between the Company (as defined below) and the Customer (as defined below) as of the date of the Order Form (“Effective Date”). The individual accepting this Agreement on behalf of Customer represents that they have the authority to bind Customer to this Agreement. If the individual does not have such authority, or if the individual does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement.

Company and Customer are hereinafter individually referred to as “Party” and collectively referred to as “Parties”.

WHEREAS:
A. The Company is a software as a service company engaged in the business of providing employee engagement platform by using its proprietary AI enabled chat-bot that is hosted by the Company and is made available to the Customer over cloud on a term-use basis.

B. The Company has sufficient rights to grant to the Customer a non-exclusive and a nontransferable license to use the Software and access the SaaS Offering, as defined below and as specifically set forth in the Order Form and the Customer has agreed to procure the same from the Company on terms and conditions appearing hereinafter.

C. The terms of this Agreement shall be included by way reference in the Order Form and the SaaS Offering shall be governed by the terms stated herein.

NOW THEREFORE IT IS AGREED HEREUNDER:

1. Definitions and Interpretation:

In the Agreement:
(i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and
(ii) the following capitalised terms shall have the following meanings elucidated hereunder:

a. “Applicable Law” means and includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board, court or recognised stock exchange of India/United States of America.

b. “Business Day” means a day other than Saturday and Sunday on which scheduled commercial banks are open for normal banking business in United States of America.

c. “Company” means either inFeedo Tech Inc. a Delaware Corporation or inFeedo Tech Pvt Ltd, a private limited company incorporated under the laws of India, as identified in the Order Form.

d. “Confidential Information” shall mean and include, but is not restricted to all non-public information of either Party that is technical and commercial concerning business, books of record and account, data systems, software, services, any materials, trade secrets, know-how, formulae, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture designs, flow charts, drawings, proprietary information, Personal Data, business and marketing plans, financial and operational information, and all other non-public information, material or data relating to the current and/ or future business and operations, wages related information provided by the disclosing party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement, including the existence and the terms and conditions of this Agreement or any other information which may come to the knowledge of the Receiving Party. Confidential Information shall not include information which, as evidenced by records,: (a) is or becomes a part of the public domain through no breach of its confidentiality obligations by the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party, entitled to disclose such information, without restriction on disclosure; or (d) is independently developed by the Receiving Party or its representatives without reference to the Confidential Information.

e. “Customer” means the entity to whom the SaaS Offering is being provided and which is identified in the Order Form.

f. “Intellectual Property” means all trade names, trademarks, service marks, service names, trade dress, patents, copyrights, website platforms, logos, registered designs, domain names and utility models, inventions, Confidential Information, brand names, databases and database rights, know-how, and business/corporate names, and any similar rights situated in any country and the benefit of any of the foregoing (in each case whether registered or unregistered and including applications for the grant of any of the foregoing and the right to apply for any of the foregoing in any part of the world).

g. “Order Form” means the Order Form used by the Customer to subscribe to the SaaS Offering;

h. “SaaS Offering” refers to the software as a service offering, to the internet accessible service identified in the Order Form that provides the use of Company’s Software (as defined hereinbelow) which is hosted by the Company and made available to the Customer via cloud on a term use basis. The Customer may have opted for various modules provided as a SaaS Offering. The modules may be subscribed to individually or bundled in various combinations as per the details in the Order Form. The detailed specifications pertaining to the various modules are provided by the Company can be found here. For the purpose of this definition, only the modules that are opted by the Customer as identified in the Order Form shall be applicable to the Customer for the SaaS Offering under this Agreement.

i. “Software” means the proprietary artificial-intelligence based analytical program for providing a helpdesk based query resolving system owned by the Company (to which the Customer is being granted an access to) as per further specifications stated herein in this Agreement, as updated from time to time, including with new features etc, that are universally rolled out by the Company.

j. “Users” mean the employees of the Customer to whom the reach-outs will be sent on behalf of the Customer for them to use the SaaS Offering.

2. Term and Subscription Term

a. This Agreement shall commence and remain in force from Effective Date till the end of Subscription Term, unless the same is terminated earlier as per Clause 8 (“Termination Clause”).

b. After the Effective Date, the Company shall schedule a kick-off call to facilitate the launch of the Software (“Kick-Off Date”). The Subscription Term shall commence within 60 days from the KickOff Date or the launch date of the Software, whichever occurs earlier (the “Subscription Start Date”), and shall continue for a period as mentioned in the Order Form (“Subscription Term”).

3. SaaS Offering:

Subject to the terms and conditions as stated herein in this Agreement, during the Subscription Term, Customer will receive a non-exclusive, non-transferable license/right to use the Software and access the SaaS Offering solely for the internal use of the Customer, and for the number of users as stated in the Order Form. Customer acknowledges and agrees that no copies of the Software are being provided/delivered to the Customer.

4. Consideration:

a. Fee:

The Fee for the SaaS Offering is detailed in the Order Form. The Fee is exclusive of any taxes (as applicable and amended from time to time).

b. Increment:

In the event of a renewal of this Agreement, the Fee shall be increased upon mutual agreement between the Parties.

c. Additional Fee:

a. Increased User Count: The Customer has been provided a User-based Fee, depending upon the number of Users identified at the time of subscription (“Active Users”). For any additional users added by the Customer beyond the Active Users (“Additional Users”), the charges will be on a pro-rata basis, billed in the blocks of 50, with a re-conciliation on a monthly basis. The Company shall provide the number of Additional Users to the Customer and if no confirmation is received within 5 (five) Business Days, the Company shall raise an invoice subject to the payment terms under Clause 4(d).

b. Customization Report Requests: If the Customer requests any reports/ data and/or such presentation be customized specifically for the Customer during and/or post implementation of the SaaS Offering, then, the Company shall at its sole discretion determine the feasibility of such customization. Such customization requests shall (i) be analysed by the Company for feasibility; (ii) upon such feasibility analysis, the Company shall determine the timeline of such implementation and the costs pertaining to such customization. The Company shall have the right to reject such requests without any breach or liability upon the Company. The additional fee shall be solely determined by the Company and shall be invoiced and paid upfront upon acceptance of the customization request by the Company. The Company shall have the right upon such customizations.

d. Payment Terms:

a. Invoice: Any and all invoices required to be raised by the Company under this Agreement shall be raised as per Applicable Law and sent via e-mail. The invoice shall be sent on the assigned email address for this purpose and the hard copy shall be couriered only upon the request of the Customer.

b. Invoice Timelines:

i) The Company shall raise the invoice for 10% of the total Fee on the Kick-Off Date.

ii) The Company shall raise the invoice(s) for the remaining 90% of the total Fee from the Subscription Start Date and as per the Billing Frequency in the Order Form.

iii) For any renewals, the Company shall raise the invoice(s) as per the Billing Frequency in the Order Form.

c. Disputes: The Customer shall have 5 (five) Business Days to raise any dispute on the invoice raised by the Company. If no dispute is raised by the Customer within 5 (five) Business Days, then, the invoice shall be deemed accepted by the Customer.

d. Payment Timeline: Payments against undisputed invoices shall be paid by the Customer within 30 (thirty) days (“Payment Timeline”) of receipt of the invoice and as per the timeline provided in the Order Form.

e. Delay in Payment:

For Customers based in India

The Company is registered under the Micro, Small Medium Enterprise Development Act, 1996 (as amended from time to time) (“MSME Act”), and the Customer is required to adhere to the payment timeline prescribed under the same. In the event of delay beyond the 30-day period, (i) the Company shall its sole discretion suspend the access to the SaaS Offering; (ii) the Customer will be provided a 15-day notice to make the payment on the delayed invoice, failing which the Company shall have the right to terminate this Agreement, without any further notice or liability to the Customer, and take appropriate legal action against the Customer as prescribed under the MSME Act.

For Customers based outside India

In the event of delay beyond the 30 (thirty) day period, (i) the Company shall its sole discretion suspend the access to the SaaS Offering; (ii) the Customer will be provided a 15-day notice to make the payment on the delayed invoice, failing which the Company shall have the right impose a fine of 1.5% per month from the date of delay till the payment of payment and further to terminate this Agreement, without any further notice or liability to the Customer.

5. Restriction and Responsibilities of the Customer:

a. The Customer herein understands and agrees that it will not directly or indirectly: 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, documentation or data related to the Software; modify, translate, or create derivative works based on the Software, and/or the SaaS Offering or the Software; use the Software or the SaaS Offering for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

b. The Customer herein shall be responsible for obtaining and maintaining any equipment and ancillary services (such as access to the internet) needed to connect to, access or otherwise use the SaaS Offering, including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Users’ account (applicable to the admin level users), passwords (including but not limited to administrative and user passwords for admin and super admin level Users) and files, and for all users of Customer’s account or the Equipment. Customer shall not provide/use false information to gain access to or use the SaaS Offering.

c. Customer shall be solely responsible for (i) acts and omissions of its Users (especially the Users with administrative access) and the Company shall not be liable for any loss of data or functionality caused directly or indirectly by the Users. By taking on licence the SaaS Offering, the Customer represents and warrants that the Users of the SaaS Offering (being its employees) have given requisite permission to the Customer for input and use of their personal data to use the SaaS Offering; (ii) for any loss due to to data access, modification, or deletion done by the third-party integration undertaken specifically at the behest of the Customer. It is specifically agreed that any such integration shall only be undertaken on request by Customer and the responsibility and liability of such third party integrations shall be solely upon the Customer.

d. Customer understands and agrees that in the event, the Customer chooses to undertake reach out to the Users via WhatsApp then, it shall be the responsibility of the Customer to (i) seek consent from its Users to share their phone number with the Company; (ii) provide the option to the Users to opt-out of the WhatsApp reach-outs.

e. Customer shall be solely responsible for the content that is input by its authorised users in order to utilise the SaaS Offering

f. The Customer further covenants and warrants that the Company shall not be liable for servicing the Customer in the event of any system breakdowns at the Customer’s end without any liability to the Company.

6. General Obligations and Warranties of the Company:

a. The Company shall in performing its obligations under this Agreement, comply in all respects with all relevant Applicable Laws, statutes, regulations and orders for the time being in force.

b. The Company hereby undertakes and covenants to not sub-delegate or further entrust, devolve or assign its rights and responsibilities in favour of any other person or party, however, if required the same shall only be undertaken upon prior intimation to the Customer. Furthermore, in cases of sub-delegation or further entrustment or devolvement or assignment of its rights and liabilities in favour of any other person or party, the Company fully understands and agrees that it shall not be relieved from any of its obligations or liabilities which have accrued towards the Customer, hence the Company covenants to be liable for the acts or omissions of its employees, associates, partners, agents etc. The use of sub-processors by the Company for provision of SaaS Offering shall not be considered as subcontracting.

c. The Company shall protect the data of the Customer that it acquires during the term of the Agreement and shall take proper measures including without limiting the technical and security measures to safeguard the same, which are detailed in the Data Security and Privacy Terms.

d. Company warrants that during the Term: (i) The SaaS Offering shall be made available as per the Order Form and the same will be provided with all due skill, care and diligence in a safe, competent and timely manner; (ii) Company will employ then-current, industry-standard measures to test the Software to detect and remediate viruses, trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Software, and (iii) it has sufficient rights to the Software to grant to Customer a non-exclusive, non-transferable license to use the Software, via the SaaS Offering only; (iv) the provision of the SaaS Offering and the use thereof by the Customer in accordance with the Agreement shall not result in any infringement of third party intellectual property rights.

e. The service levels for the SaaS Offering are set forth in the SLA and is Customer’s sole remedy for availability or quality of SaaS Offering.

7. Indemnification and Limitation of Liability:

a. Company shall be liable for and shall defend, indemnify and hold the Customer, its affiliates, their employees, directors, contractors (the “Customer Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with: (i) any claim made by any third party (including, but not limited to, any claim made by any governmental or statutory authority) against the Customer Indemnified Parties arising out of or in connection with the performance by the Company of its obligations under this Agreement; (ii) any infringement (whether actual or alleged) of any patent or other intellectual property right arising out of or in connection with the performance of this Agreement by the Company; (iii) Breach of confidentiality and data protection obligations; (iv) wilful misconduct, gross negligence or misrepresentations; and (v) Violation of Applicable Laws arising out of or in connection with the performance of this Agreement by the Company.

b. The foregoing obligations and indemnities pertaining section 7 (a) (i) do not apply with respect to portions or components of the SaaS Offering (i) not supplied by Company, (ii) that are modified after delivery by Company, (iii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where Customer’s use of the SaaS Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the SaaS Offering are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the SaaS Service to be non-infringing with substantially similar features and functionality, or (b) terminate this Agreement, in which case, the Company shall provide a pro-rata refund of the Fee paid by the Customer.

c. Customer shall be liable for and shall defend Company, its affiliates, their employees, directors, contractors (the “Company Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with any claim made against the Company on account of : (i) breach of Section 5 (Restriction and Responsibilities of the Customer); (ii) wilful misconduct, gross negligence or misrepresentations by the Customer.

d. Notwithstanding anything contrary to this Agreement, in no event shall either Party (nor any licensor or other supplier/subcontractor of the Company) be liable to the other for any indirect, consequential, special, punitive, exemplary or incidental loss or damages of any nature arising out of or in connection with this Agreement at any point of time. In no event shall the aggregate liability of either party together with all of its affiliates arising out of or related to this Agreement exceed the total amount paid or payable by Customer hereunder for the SaaS Service giving rise to the liability in the twelve-month period preceding the first incident out which the liability arose. The foregoing limitation shall not apply to the Parties’ obligations (or any breach thereof) under Clause 5 (Restrictions and Responsibilities of Customer); Clause 7 (a) (ii) and Clause 9 (“Confidentiality”).

8. Renewal, Termination

a. Renewal:

The Customer shall provide a notice of at least 30 (thirty) days to the Company if they do not wish to renew the Term (“Initial Term”) under this Agreement. In the event that the Customer fails to provide the aforementioned notice, this Agreement shall automatically be renewed for a period equivalent to the Initial Term subject to the terms of this Agreement, with effect from the date of expiration of the Initial Term. The Company shall raise an invoice as per Clause 4(d) on the last day of the Initial Term and the same shall be increased at the rate of 10% of the last paid Fee.

b. This Agreement may be terminated during the Term/ Subscription Term (as the case maybe) only (i) if either Party breaches the material provisions of this Agreement and fails to cure such breach within 30 (thirty) days from being notified; (ii) If either Party becomes insolvent or bankrupt or makes a composition or arrangements with its creditors; or (iii) If either Party is wound up or a resolution for its winding up is made (other than for the purposes of an amalgamation or reconstruction whilst solvent); or (iv) If either Party has a liquidator, provisional liquidator, receiver, administrator or an administrative receiver or manager of its business or undertaking appointed.

c. Upon receipt of the notice under Clause 8(a) and the expiry or termination of this Agreement, the access to the SaaS Offering shall be revoked, and the Confidential Information and Data shall be deleted as per the provisions of this Agreement. Any expiry or termination of this Agreement shall be without prejudice to the rights and obligations of the Parties up to and including the date of expiry or termination and shall not affect or prejudice any term of this Agreement that is expressly or by implication provided to come into effect on, or continue in force after, such expiry or termination.

9. Confidentiality:

a. Each Party agrees to: (i) use the Confidential Information solely for the purpose of performing its obligations under this Agreement; (ii) not to disclose any Confidential Information of the Disclosing Party to any third party without prior written consent of the Disclosing Party; (iii) limit the dissemination of the Disclosing Party's Confidential Information to only those of the Receiving Party's officers, and employees (“Representatives”) who require access to such information to perform their functions in connection with the purpose for which the Confidential Information is disclosed and to the attorneys and financial advisors on a strict ‘need to know’ basis; (iv) to ensure that each person or entity who is permitted to receive or have access to the Confidential Information is bound by a confidentiality obligation consistent with this Agreement; (v) to exercise the same degree of care with respect to the Disclosing Party's Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care; and (vi) to return to the Disclosing Party, or if such return is not possible, destroy, Confidential Information of the Disclosing Party at source which will be incapable of being recovered through normal or laboratory means upon receipt of a written request from the Disclosing Party without retaining any copy thereof. The Confidential Information will be destroyed within 30 days of receipt of written request by the Receiving Party from the Disclosing Party.

b. Either Party shall have a right to disclose the Confidential Information to the legal / regulatory authorities pursuant to a binding court order or government regulation, provided that, if permitted under law, the Receiving Party provides a notice to the Disclosing Party, in order for the Disclosing Party to obtain a protective order. If the Disclosing Party is unable to obtain a protective order, the Confidential Information may be disclosed only to the extent necessary under law.

c. Neither Party is permitted to discuss the other Party’s affairs with any member of the press and other news media without written authorization from the appropriate authorized representative of such other Party.

d. Each Party acknowledges and agrees that any breach of the confidentiality obligations set forth in this Clause shall cause the other Party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a breach, the Disclosing Party may seek injunctive or other equitable relief to enforce this Agreement in addition to any available legal remedies.

e. All Confidential Information disclosed by the Disclosing Party hereunder is provided "AS IS" and without warranty of any kind. All Confidential Information shall remain the property of the Disclosing Party. Nothing contained in this Clause or any disclosure pursuant to this Agreement shall be construed as granting any license or right under any intellectual property right, whether present or future.

f. This obligation to keep information confidential by both Parties shall survive for a period of 1 (one) year after the determination, termination or expiration of this Agreement.

g. Data Security and Privacy: (i) The Company shall maintain technical and organisational safeguards which are reasonably expected to protect the security, confidentiality and integrity of the data collected from the Customer (“Data”). The details of such measures are stated here; (ii) The Company shall collect certain essential information by virtue of the Customer’s use of the SaaS Offering of the Company and such data shall be protected and kept private by the Company.

h. Upon expiry and/or termination of this Agreement, all the Confidential Information and Data shall on request by the Customer shall be deleted by the Company as per the Privacy Policy and a confirmation to this effect shall be given by the Company to the Customer. If you are an EU resident please see the EU-DPA here. If You are from a Non-EU Company, please see the data security terms here.

10. Notice and Other Communications:

Any notice or other communication required or given under this Agreement shall be communicated or conveyed by the means of email through the registered email addresses: to the Company: finance@infeedo.com, with CC to legal@infeedo.com; to the Customer: at the email address specified in the Order Form. In the event of change of email address, the onus of notification of such a change is on the party seeking modification of communication details. In the event a notice or any other communication is conveyed in person or vide courier, it shall be deemed to have been received at the time of delivery or otherwise on the next business day of the recipient. All notices or other communications between the Parties shall be in the English language.

11. Intellectual Property Rights:

a. Each Party shall retain all right, title and interest in its Intellectual Property Rights. No interest whatsoever in the other Party's Intellectual Property Rights is granted by this Agreement.

b. IP belonging to Company: The Company shall at all times own all rights, interest and title in all copyright, trademark, patents derivative works, designs and any other intellectual property and any bug fixes, improvements, updates thereto in the Software. The Company retains all ownership and use rights in the Software. The Company owns all rights in and to the Software and has full power and authority to grant the rights set forth herein. The Customer agrees not to licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software and/or Service(s) available to any third party, other than the agreed users/employees.

c. IP belonging to Customer: All right, title and interest in and to any material, document, equipment, data, tool, application, software, hardware, product belonging or licensed to Customer (by any other third-party) including all Intellectual Property Rights therein (collectively, “Customer Material”) are and will remain with Customer and the respective rights holders in any third-party provider to Customer. Company has no right, licence or authorization with respect to any of Customer Material. The Customer shall approve the usage of Customer’s logo/trademark/brandname for the purposes of marketing/branding/association/advertising/ content developed for its marketing purposes by the Company including using the Customer’s service feedback/experience. Customer further understands and agrees that the Company may use the aggregate anonymous data from the Customer in accordance with the applicable law to develop, improve and generate industry benchmark practice or best practices guidance etc.

12. Business Ethics:

a. If required by the Customer, then the Company shall declare any conflicts of interest with the Customer including any relationship or financial interest of any nature whatsoever with employees, managers, other suppliers, Company’s or stakeholders of the Customer.

b. The Company covenants that in anticipation and consideration of the future agreements and understanding, each Party and any individual assigned for the performance its respective obligation under this Agreement confirms that in performing its obligations hereunder the Parties shall (i): Not make or offer to make any payments to or confer, or offer to confer any benefit upon any employee agent or fiduciary of the other party or any third party, with the intent of influencing the conduct of such employer, agent or fiduciary in relation to the business of such third party, in connection with the Services to be provided under this Agreement; and (ii) Each Party agrees, represents and warrants that no officer, director, employee or immediate family member thereof belonging to or having ties with the other Party has received or will receive anything of value of any kind from it or its officers, directors, employees or agents in connection with this Agreement; and that none of its personnel have a business relationship of any kind with the other party or its personnel. Each Party shall promptly notify the other in writing of any actual or potential breach of this clause.

13. Governing Law & Dispute Resolution Mechanism

For Customers based in India

a. This Agreement shall be governed by, construed and enforced in accordance with the laws of India and the courts in New Delhi shall have the jurisdiction over the disputes arising out of this Agreement.

b. Any dispute or difference whatsoever arising between the parties out of or relating to the interpretation, meaning, scope, operation or effect of this Agreement or the existence, validity, breach or anticipated breach thereof or determination and enforcement of respective rights, obligations and liabilities of the parties thereto shall be amicably settled by way of mediation. If the dispute is not conclusively settled within a period of 30 (thirty) days from the date of commencement of mediation or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended from time to time). The arbitration shall be conducted by a Sole Arbitrator to be appointed mutually by the Parties, failing which the same shall be appointed by the Delhi High Court. The Arbitration shall be conducted in English and the seat of Arbitration shall be New Delhi. The cost of the arbitration shall be equally divided between the Parties. The award made in pursuance thereof shall be final and binding on the Parties.

For Customers based outside India

a. This Agreement shall be governed by, construed and enforced in accordance with the laws of California, USA and the courts in California shall have the exclusive jurisdiction upon the disputes arising herefrom this Agreement.

b. Dispute Resolution shall in the first instance be via mediation between the Parties, failing which, the parties will submit the Dispute to final and binding arbitration administered under by JAMS Mediation, Arbitration and ADR Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable (collectively, the “Rules”) that are in effect at the time of the commencement of the arbitration. The parties agree to conduct any hearings or conferences required by the arbitration virtually by videoconference; provided, however, that if virtual video conferencing is not available, such hearings or conferences shall be in San Francisco, California . The arbitrators’ award may be entered and enforced in any court with competent jurisdiction. The costs of the arbitration proceeding, including reasonable attorneys’ fees and costs, will be determined by the arbitrators, who may apportion costs equally, or in accordance with any finding of fault or lack of good faith of either party. THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

14. Other Legal Provisions

a. Non-solicitation:

During the Term and 2 (two) years thereafter, the Customer shall not, either directly or indirectly, (1) engage with a Company Employee outside the scope of this Agreement, and for provision of the SaaS Offering; or (2) induce a Company Employee to terminate their employment with the Company. "Company Employee" shall mean and include the employees or consultants of the Company, its subsidiary company and affiliates.

b. Waiver:

Neither the failure nor any delay on the part of any Party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

c. Severability:

If any term, provision or restriction of this Agreement and/ or the Annexures are held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement and such Annexure shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such terms, provisions, covenants or restrictions which may be hereafter declared invalid, void or unenforceable.

d. Assignment:

This Agreement, or any right or interest herein, shall not be assignable or transferable by any Party except with the prior written consent of the other Party. For avoidance of doubts, change of control or internal reorganization of a party shall not deem to be an assignment for the purpose of this clause and no prior approval from the other party shall be required for the same.

e. Amendments:

These terms may be amended, modified, supplemented from time to time by the Company and the updated terms will be posted with the updation date.

f. Relationship between the Parties:

The Company shall always for the purposes of this Agreement be an independent contractor. This Agreement does not constitute the Company as an agent, legal representative, partner or an employee of the Customer. Neither Party shall make any contract, agreement, warranty or representation on behalf of the other Party, or create any obligation, express or implied, on behalf of the other Party. The rights and obligations under this Agreement will inure to the benefit of the Parties hereto. This Agreement shall not create any rights of any person who is not a party to this Agreement.

g. Force Majeure:

If the performance of this Agreement by a Party is prevented, in whole or in part by causes beyond the control of the Parties which it could not avert despite its best endeavour and due diligence, the causes being: Acts of God, Riot, war, blockade, embargo, flood, explosion, fire or earthquake, inevitable accident or epidemic or biological pandemic, viral outbreaks, strikes, goslows, lockouts, Revolution, riot, insurrection or other civil commotion, act of terrorism or sabotage, Legal and Governmental restrictions and orders etc. then such Party shall be excused from performing during the subsistence of the Force Majeure conditions the acts it is unable to perform provided that, the occurrence of such an event and the resultant prevention is communicated to the other Party as soon as practicable with sufficient details and materials to facilitate the verification thereof. However, the Party prevented from acting due to Force Majeure conditions shall be obliged to carry out its best endeavour to (i) mitigate all losses and damages (by activating and if available the BCP) arising out of the Force Majeure conditions, and to (ii) overcome the Force Majeure condition and perform its obligations and inform as soon as practicable to the other Party about the cessation of the Force Majeure condition and the commencement of performance. However, notwithstanding anything to the contrary contained herein, in the event the Force Majeure condition exists unabated for a period more than 60 (sixty) days, the Parties may mutually terminate this Agreement, without any liability to the other.

h. Entire Agreement:

This Agreement, along with all the exhibits, schedules, hyperlinks and Order Form constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements, including letters of intent and term sheets, either oral or in writing, between the Parties with respect to the subject matter herein.

i. Survival:

The termination of this Agreement shall in no event terminate or prejudice: (i) any right or obligation arising out of or accruing under this Agreement attributable to events or circumstances occurring prior to such termination; (ii) any provision which by its nature is intended to survive termination.