Effective Date: 01-Apr-2023

This is an agreement between you or the entity that you represent (hereinafter "You" or "Your") and Innkey Infosystems Private Limited (including for and on behalf of its subsidiaries) (hereinafter "Company" / "We" / "Us" / "Our") ("Terms of Use") governing Your use of the Software Product and the Services as described below in India.

1. DESCRIPTION OF SOFTWARE PRODUCT AND SERVICES

   1. We grant You a license to use Our cloud based software for property management, integrated with specific solutions and modules to cater to the hospitality industry ("Software Product") and We will render additional integrated services as selected / opted by You from Our range of service offerings as provided below, in accordance with these Terms of Use and as per instructions of the Company from time to time and / or by other means of communication, including through Our proposal of service offerings which shall be inclusive of the details of Our Fees (defined hereinafter below), payment details and timelines of payment etc. ("Proposal"), email correspondences and execution of purchase orders with You:

      Our service offerings broadly include solutions to cater to / manage inter alia reservations, front desk, housekeeping, point of sale, banquets and catering, material management, purchasing, financial accounting, food and beverage e-menu system, reservation, self-registration system, mobile applications, direct and various third-party integrated interfaces. We keep updating our service offerings from time to time. For further clarification and details, please feel free to write to us at hello@innkeypms.net.

   2. The Company reserves the right, at its sole discretion, to introduce new services, modules, solutions, features, functionalities, applications or future versions of the Software Product and such future versions of the Software Product and service offerings shall be subject to these Terms of Use (as may be amended from time to time).

2. YOUR USAGE RIGHTS

   1. On a limited, terminable, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable basis (unless specifically permitted in writing by the Company) for India, We grant You access to use the Software Product and Our integrated services which You have specifically opted for and communicated to the Company (in writing or by email) ("Services"), solely for the purposes described hereunder.

   2. Your access to the Software Product and Services shall be enabled depending on the nature of the Software Product and / or Services opted for by You, and such access mechanism shall be communicated to You as part of the Proposal. Your access to and use of the Software Product and Services shall be enabled through unique email address(es) and password(s) that may be created and provided to us by You or designated by the Company (if requested) ("Access Credentials").

   3. You may permit Your employees ("Users") to access and use the Software Product licensed hereunder and the Services through the Access Credentials for the limited purposes as set out under these Terms of Use, provided that (i) You undertake to ensure that such access and use by Your Users shall be in compliance with these Terms of Use and Our assistance manuals ("Documentation") which may be made available to You for access, from time to time, along with the Software Product, if required; and (ii) You are solely and entirely responsible for the acts and omissions of any User, as if they were Your acts and omissions.

   4. You agree and acknowledge that You shall not provide access to or make available the Software Product and the Services to any person other than the Users. You shall not sublicense, sell, lease, rent or otherwise make the Software Product and the Services available to any person, other than the Users.

3. CONDITIONS FOR USE OF THE SOFTWARE PRODUCT AND SERVICES

   1. Subject to a Force Majeure Event (as defined below) and incidents attributable to You, in respect of the Software Product and the Services, the Company shall endeavour to provide service availability i.e., server uptime of 99%. For the purposes of these Terms of Use, service availability shall mean Your ability and the ability of all the Users to access and use the permitted functionalities of the Software Product and the Services without interruption. Scheduled or emergency maintenance requiring suspension of access to the Software Product and the Services shall not be considered as downtime for this purpose.

   2. You hereby agree and acknowledge that while the Company shall make commercially reasonable efforts to maintain a short response time for technical support issues raised by You, for inquiries requiring extensive research, programming or major changes to the current Software Product, resolution time may be extensive. Further, You agree and acknowledge that the Software Product and the Services may be impacted by possible "bugs" which may cause the Software Product and the Services to not perform as expected. The Company hereby agrees to make a good faith effort to correct such "bugs" detected but is not obliged to follow a specific timeline to release corrections.

   3. You hereby agree and acknowledge that the Company shall perform routine maintenance to ensure optimal performance and security of the Software Product and the Services in accordance with the Company’s internal policy. Such maintenance exercises may affect the functionality and / or availability of the Software Product and the Services for limited periods. The Company shall provide prior intimation of all scheduled maintenance to You. However, for emergency maintenance, the Company reserves the right to suspend access to the Software Product and the Services without prior intimation.

   4. Any queries / issues / errors faced by You in relation to the Software Product and the Services provisioned herein may be communicated to the email address displayed on the homepage of the relevant Software Product only.

   5. Any customisation requested by You, which is over and above the Software Product and Services provided by the Company, shall be implemented subject to additional charges which shall be determined solely by the Company and accepted by You.

   6. You hereby agree and acknowledge that licensing of the Software Product is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Us, including any roadmaps, with respect to future functionality or features. We may provide You access to any new functionalities, features or services developed by Us in future, including future versions of the Software, on a chargeable basis and as per such terms, as may be mutually agreed upon at such time.

   7. We shall reserve the right under these Terms of Use to block any User(s) from accessing the Software Product or suspend Your access to or use of the Software Products and Services in cases of: (i) breach of the terms of usage of the Software Product or Services, these Terms of Use and / or the Documentation, by You or the Users; or (ii) violation of applicable law by You or any User. In case of such breach or violation by a User, You agree to extend all cooperation to the Company in the defence or prosecution of any claim brought against the Company. Such cooperation shall include the retention and, upon the request of the Company, the provision of records and information which are reasonably relevant to such defence and making of representatives available on a mutually convenient basis to provide additional information and explanation of any matters relating to such claim.

   8. You hereby agree and acknowledge that the Company shall not be responsible for any of Your acts or omissions (including that of the Users / other employees and staff) in respect of operations of Your hospitality property, including but not limited to over bookings, deficiency of service, failure to manage inventory, etc. Any dispute arising between a customer(s) visiting Your hospitality property and You shall be resolved between such customer(s) and You, without any recourse to the Company.

   9. You hereby agree and acknowledge that the Software Product and Services may be temporarily unavailable in certain cases. Unavailability of the Software Product or Services caused by any of the following shall not be considered a breach of these Terms of Use by the Company:

      1. a Force Majeure Event (as defined below);
      2. a fault or failure of the internet or any public telecommunications network;
      3. a fault or failure of either party's computer systems, hardware, mobile software or hardware, networks or cloud infrastructure;
      4. any breach by You (or by the Users) of these Terms of Use; or
      5. scheduled, urgent or emergency maintenance, upgrades, or updates.

4. RESTRICTIONS ON USAGE OF THE SOFTWARE PRODUCT AND SERVICES

   1. When using the Software Product, You shall not, and shall ensure that Your Users do not:

      • copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of or create derivative works from the Software Product, the Services and any Documentation (collectively "Company Materials");
      • misuse or modify Company Materials;
      • prevent, impair or otherwise adversely affect the operation of the Software Product and the Services, including the reliability of any program or data; or adversely affect the operation of the Software Product and the Services, including through worms, trojan horses, viruses and other similar things or devices;
      • perform any act or omission that deceives or misleads the recipient of any information about the origin of such message, or impersonates any person, infringe the intellectual property rights of any entity or person, circumvent or disclose the user authentication or security of the Software Product and the Services or any host, network, or account related thereto, or violate any applicable law;
      • access the Software Product and the Services for the purpose of building a competitive product or service or copy its features or user interface, benchmark the performance of the Software Product and the Services, or analyse the Software Product and the Services for any competitive or review purposes, or permit access to the Software Product by any competitor of Ours; remove or alter any proprietary notices from the Company Materials furnished or made available hereunder; and
      • attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the Software Product and the Services for their intended use.

   2. You shall not disclose the Access Credentials for the purpose of accessing and using the Software Product and the Services and / or otherwise allow access or use of the Software Product and the Services in any manner by any third party and shall notify Us immediately of any known unauthorised use or disclosure of such Access Credentials and / or the Software Product and Services.

5. TRAINING AND IMPLEMENTATION

   1. The Company shall provide information with regard to the Software Product and the Services, make modifications thereto, provide technical support as may be required or execute such other requests received from You only if such request has been communicated to the Company (in writing or by email) by Your authorised representative(s) (hereinafter called "Technical Contact") through their authorised business email addresses and is sent to the support email address provided by the Company. The Company shall deal with only Your Technical Contact(s) for the purpose of co-ordination and implementation of the Software Product and the Services. Further, access to the Software Product and the Services shall be granted to any of Your computer, laptop, mobile device or machine in accordance with the Company’s internal guidelines only if such access is requested by the Technical Contact through their authorised business email addresses and is sent to the support email address provided by the Company.

   2. For identifying Your Technical Contact(s), You shall furnish to the Company a list of Your employees who shall be entitled to communicate with the Company as Technical Contact(s) for purposes of the training, co-ordination and implementation of the Software Product and the Services. Such list shall be furnished to the Company prior to the commencement of usage of the Software Product and Services, and any changes to the list shall be communicated promptly to the Company by You (in writing or by email).

   3. The duration of training and implementation of the Software Product and the Services shall be provided as part of Our Proposal.

6. TECHNICAL SUPPORT SERVICES

   1. The Technical Contact(s) shall possess, at the minimum, basic computer fluency, language compatibility, the basic product training provided initially, and supplemental training required for the specific role for product usage and / or migration. The Technical Contact(s) must be knowledgeable about the Software Product supported programs and the Software Product environment to help resolve system issues and to assist the Company in analysing and resolving service / concern requests. The Technical Contact(s) shall be responsible for (i) overseeing Your service / concern request activity, and (ii) developing and deploying troubleshooting processes within Your organisation. When submitting a service / concern request, the Technical Contact(s) must have an understanding of the problem that You are encountering and an ability to reproduce the problem in order to assist the Company in diagnosing and triaging the problem. The Company may recommend specific training to help avoid service / concern requests that could be prevented by such training.

   2. The Company shall provide technical support to You during the working hours of the Company which shall be from 10:00 AM to 6:30 PM between Monday to Friday. It is further agreed that the Company may provide critical technical support relating to guest services during non-working hours and in such case, shall endeavour to respond in the shortest time possible on priority basis. It is hereby clarified that critical technical support shall be available only for any issue relating to the actual operation of the Software Product and / or Services which impacts / stalls / hinders Your guest services, and shall not include resolution of any other general query about the use of the Software Product (including its functionalities) and / or the Services or request for any training assistance in relation to the Software Product and / or the Services.

   3. Further, it is hereby clarified that the response time by the Company as provided under these Terms of Use is proposed for the Software Product support only and does not include any third-party vendor support wherever such support is required in relation to the Software and the Services.

   4. The Company shall be obligated to provide support services during such period as may be mutually agreed between the Company and You. Any support services required in addition to such mutually agreed period shall be subject to additional charges as may be determined by the Company, in its sole discretion.

   5. The Company shall provide training and product familiarisation through scheduled training sessions subject to payment of additional charges as determined by the Company in its sole discretion. It shall provide training only on Your specific request.

7. THIRD-PARTY INTERFACE INTEGRATIONS

   1. If the Company is required to integrate its Software Product and / or Services with any third-party interface / tool ("Third Party Interface") at Your request, You shall be solely responsible for providing all technical specifications and protocols for integrating the Software Product and / or Services with such Third Party Interface and such Third Party Interface linking shall be charged separately in accordance with the Company’s pre-determined guidelines. The Company’s representations, warranties, undertaking and performance commitments shall not extend to such Third Party Interface and the Company shall not be held responsible in any manner whatsoever for any failure of the Third Party Interface in enabling access to / usage of the Software Product and / or Services.

   2. We make no warranties of any kind with respect to the Third Party Interface and shall not be liable for any faults or defects therein. Further, You agree that Your right to use such Third Party Interface is governed by the terms of the corresponding license agreements and not as per these Terms of Use.

   3. The Software Product may contain links to external websites (including embedded widgets or other means of access) and / or information provided on such external websites by third parties. Your access and use of such external websites shall be subject to the terms and conditions of such external websites. We shall not be responsible in any manner for the choice, content, accuracy, relevance or usefulness of information or data of any such external websites or other data sources included in, or linked to, the Software Product.

8. YOUR RESPONSIBILITIES AND OBLIGATIONS

   1. You are and shall be solely responsible for determining the suitability of any Software Product for Your business and complying with any regulations, laws, or conventions applicable to Your access to and use of the Software Product. Further, You hereby agree and acknowledge that as with any electronic system, persons with limited technical computer expertise may not be able to use the Software Product and Services as well as others and these factors may impact the functionality of the Software Product and the Services for which the Company shall not be held responsible.

   2. You agree and acknowledge that, to ensure proper functioning of the Software Product and / or Services, You shall install and implement the necessary hardware, cloud infrastructure and software systems (whether owned, operated, or licensed by You) in accordance with the specifications communicated to You by the Company as part of the Proposal. Further, You shall be solely responsible (including in relation to any costs incurred) for the integration of Your in-house and / or proprietary technology platforms with the Software Product, if required, for the smooth functioning of the Software Product and / or Services.

   3. You agree that We are responsible only to the extent of Our obligations and duties expressly set out hereunder. We shall not be bound by the provisions of any other agreement or understanding between You and Your User(s). No implied duties or obligations which are not expressly stated under these Terms of Use shall be imposed on / applicable to the Company. Notwithstanding anything contained hereunder, We shall not be liable for the performance of Your obligations to Your customers or for any breach of applicable law by You in providing any services to your customers, and the customers shall not have the right to any recourse against Us for Your failure to fulfil Your obligations, under contract or law towards any customer.

   4. You hereby undertake to be solely responsible for maintaining the confidentiality of the Access Credentials for use of the Software Product and for all the activities and transactions undertaken under such Access Credentials. You undertake to immediately notify the Company of any unauthorised use or breach of security.

   5. You hereby confirm that uninterrupted power supply and internet connection with sufficient bandwidth are pre-requisites for the purpose of effective functioning of the Software Product and providing for the same shall solely be Your responsibility. The strength of internet connectivity and Your cloud / electronic infrastructure shall have to be as per the specifications provided by the Company. The Company’s obligations under these Terms of Use pertaining to enabling access to and use of the Software and / or Services shall become void in absence of the pre-requisites as specified hereunder.

   6. You shall be solely responsible for the accuracy and authenticity of Your Data (as described hereunder).

   7. You represent that You have adequate resources to fulfil Your obligations as set out under these Terms of Use and there are no prevailing adverse circumstances which are likely to affect Your ability to perform Your obligations hereunder.

   8. You shall ensure that Your Technical Contact(s) are available for training, familiarisation with and implementation of the Software Product and the Services as per the schedules informed by the Company.

9. YOUR DATA

   1. You and the User(s) shall be responsible for entering or input of any and all content, including images, documents, annotations, labels on documents, metadata of documents, materials, data (including personal data, such as Your Access Credentials), information, and / or code that You and / or Your User(s) input into the Software Product (collectively, "Your Data"), and for any content contained within Your Data, under applicable law or otherwise.

   2. You agree that You have obtained relevant consents from and made necessary disclosures to the User(s) and any other persons in relation to Your Data. To the extent that Your Data contains any personal data belonging to any third parties and / or the User(s), You represent that You have obtained relevant consents and made necessary disclosures to the owners of such personal data and complied with applicable law, including in respect of (i) collection of the personal data, (ii) its use in relation to the Software Product, and (iii) its disclosure to Us.

   3. We may use Your Data only to the extent necessary to provide the Services, the Software Product, or, for the purpose of improving the Software Product or Services.

   4. Further, We shall retain Your Data and also take back up from time to time. Your Data shall be retained even after termination of these Terms of Use for a period of 1 (one) month from the termination date. During that period, You shall be entitled to access Your Data in a ‘read-only’ mode, subject to payment of additional charges to be determined by the Company in its sole discretion but would not be able to alter, transact or execute any functions or operations by using the Software Product and / or any Services. The Company shall delete Your Data after expiry of the 1 (one) month period without prior intimation.

   5. You shall have an option to instruct the Company to continue to retain Your Data for a further period, even after the expiry of the 1 (one) month period from the termination of these Terms of Use on payment of additional charges to be determined by the Company in its sole discretion. However, such option needs to be communicated to the Company at least 15 (fifteen) days prior to the expiry of the 1 (one) month period following termination of these Terms of Use. During such further period, You shall be entitled to access Your Data in a ‘read-only’ mode but would not be able to alter, transact or execute any functions or operations by using the Software Product and / or any Services. If the Company and You fail to agree on the additional charges indicated by the Company regarding retention of Your Data, the Company shall be entitled to delete Your Data by giving a 15 (fifteen) days' prior written notice for the same.

10. INTELLECTUAL PROPERTY RIGHTS

    1. For the purposes of these Terms of Use, "Intellectual Property" means and includes (without any limitation) all intellectual property rights and assets, and all rights, title interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) internet domain names, whether or not trademarked or registered, web addresses, web pages, websites and related content, accounts with social media companies and the content found thereon and related thereto, and URLs; (c) works of authorship, copyright works and related rights, neighbouring rights, expressions, whether or not copyrightable, and all registrations, applications for registration of such copyrights; (d) designs and design registrations, (e) inventions, patents (including granted patents, patent applications, continuation applications, continuation-in-part applications, divisional applications, disclosures, re-issues, re-examinations, utility models or any extensions or renewals thereof), discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; (f) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation; (g) the exclusive right to use, sell, transfer or license the aforesaid rights through all mediums and modes of exploitation; and (h) right to claim ownership of the aforesaid rights and enforce such rights against violators by filing appropriate actions.

    2. Subject to integration of any Third-Party Interface, We own or control all rights, title and interest in any and all Intellectual Property in the Software Product and Documentation, and all Company Materials, and any application programming interfaces, improvements, customisation, updates, corrections, design contributions or derivative works thereto (collectively referred to as the "Company’s Intellectual Property"). All rights not expressly granted to You hereunder are reserved solely by Us.

    3. You acknowledge that You hold no ownership in the Company’s Intellectual Property and that You shall not, during the Term hereof or at any time thereafter:

       • register or attempt to register the Company’s Intellectual Property in Your own name;
       • assert any ownership rights in respect of the Company’s Intellectual Property;
       • dispute or impugn the validity of the Company’s Intellectual Property or of the License granted hereunder or question Our ownership of the Company’s Intellectual Property and / or set up any adverse claim in the Company’s Intellectual Property and shall not counsel, procure or assist any other party to do so;
       • authorise, assist or knowingly allow the use of the Company’s Intellectual Property by any third party, save as otherwise provided hereunder; and
       • dilute, harm, misuse or bring the Company’s Intellectual Property to disrepute or do, cause, suffer or omit to be done any act, deed, matter or thing whatsoever which, shall, or is likely to, adversely affect or prejudice, directly or indirectly, Our rights, title, interest, power or authority whatsoever in or in relation to or in respect of the Company’s Intellectual Property hereunder or under any other agreement(s) between You and Us.

    4. Without prejudice to the generality of the aforesaid provisions, You shall not enter into any agreement with any person, company, corporation, institution, government or other authority in India or elsewhere, which, shall, or is likely to, adversely affect or prejudice, directly or indirectly, Our rights, title, interest, power or authority whatsoever in or in relation to or in respect of the Company’s Intellectual Property.

    5. You may provide, or We may solicit inputs in connection with the Software Products or Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement, or enhancement thereof (collectively "Feedback"). Any and all Feedback shall constitute Our Confidential Information and the ownership of any and all Intellectual Property in the same shall vest solely and exclusively with Us at all times. To the extent that the ownership in any Feedback is deemed to be with You for any reason, You irrevocably grant and assign, free and clear of any claims, all of Your rights, title and interests in such Feedback, exclusively and in perpetuity, throughout the world, to Us.

    6. You grant Us the non-exclusive right to use Your authentication credentials to the servers or systems on which the Software Product licensed hereunder are installed, to the extent necessary for Us to provide the Services and to manage or provide the Software Product, and for the purpose of improving the Software Product and / or the Services.

11. FEES AND PAYMENT

    1. The charges in relation to provision of the Software Product, Services, training, support services, data retention services in relation to Your Data, new services / functionalities and future versions of the Software Product (collectively "Fees") shall be payable to the Company by You within such period and in the manner as may be prescribed by the Company through Our Proposal, email correspondences and / or execution of specific purchase orders. The Fees payable shall also be communicated to You by the Company similarly. The Company reserves the right to revise the Fees payable from time to time, at Our sole discretion.

    2. The Fees and all other amounts and other charges payable by You hereunder shall be exclusive of applicable taxes including direct taxes and goods and services tax. You agree that You shall bear any amount of goods and services tax under applicable law, and bank transfer charges in relation to such Fees, amounts and other charges.

12. TERMINATION AND SUSPENSION

    1. We may, in Our reasonable determination and with 15 (fifteen) days’ prior written notice to You, suspend or temporarily deactivate Your access to the Software Product or a portion thereof, or terminate these Terms of Use, if and to the extent that Your use of such Software Product has, or Your continued use of such Software Product may, result in harm to the Software Product, breach of these Terms of Use, breach of any applicable law or the lawful rights of third parties.

    2. These Terms of Use may be terminated by either the Company or You for any reason whatsoever, with 30 (thirty) days’ prior written notice to the non-terminating party (as the case may be).

    3. Consequences of termination: Your access to the Software Product and the Services shall be terminated from the date of termination, unless otherwise allowed as per these Terms of Use. Upon such termination, You shall promptly return to Us all Our papers, materials, business information/documentation and other Confidential Information which is in Your possession or under its control. You will immediately stop the usage of the Company’s Intellectual Property, in any form and manner as may be accessible to You. Further, upon termination of these Terms of Use, each party shall be relieved of its obligations hereunder, except those obligations and liabilities accruing up to the effective date of termination, including the payment of any accrued Fees, up to the effective date of such termination.

    4. In the event of termination of these Terms of Use by either the Company or You, refund of any advance Fee paid to the Company by You will be done in a prorated manner corresponding to the duration for which You have utilised our Software Product and the Services.

    5. The termination of these Terms of Use shall in no event terminate or prejudice any provision which by its nature is intended to survive termination.

13. DISCLAIMER

    1. YOU ACKNOWLEDGE AND AGREE THAT WE LICENSE THE SOFTWARE PRODUCT AND PROVIDE SERVICES TO YOU ON AN "AS IS" BASIS. WE MAKE NO WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WHETHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTY OF NON-INFRINGEMENT, ANY LIABILITY IN RESPECT OF ANY DELAY OR FAILURE OR DISRUPTION OF THE SOFTWARE PRODUCT OR SERVICES AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT OPERATIONS OF THE SOFTWARE PRODUCT OR THE NETWORK AND THIRD-PARTY SERVICES TO WHICH THE SOFTWARE PRODUCT ARE CONNECTED SHALL BE ERROR FREE OR UNINTERRUPTED OR THAT PROGRAMMING ERRORS IN THE SOFTWARE PRODUCT CAN BE FOUND IN ORDER TO BE CORRECTED. FURTHER, WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY IN RELATION TO THE STRENGTH OF INTERNET CONNECTIVITY AND YOUR ELECTRONIC INFRASTRUCTURE.

14. WARRANTIES

    During the term of these Terms of Use, You warrant to Us:

    1. You: (a) are duly incorporated and validly existing under the Laws of India; and (b) have the corporate power, authority and capacity to execute, deliver and perform the obligations under these Terms of Use.

    2. You are not insolvent or unable to pay Your debts under the insolvency or bankruptcy laws applicable to You;

    3. You have not made any application or passed any resolution for winding-up or liquidation, or appointment of a liquidator or trustee to manage or dispose of its assets, or otherwise voluntarily commenced any bankruptcy process;

    4. These Terms of Use constitute legal, valid, and binding agreement enforceable against You in accordance with its terms. The execution, delivery, and performance of the Terms of Use and / or use of the Software Product and Services by You does not and / or will not:

       • result in breach, violation or contravention of: (x) any applicable law; (y) Your charter documents; and/or (z) any judgment, order or decree of any governmental authority having jurisdiction over You;
       • result in a breach of, or constitute (with or without the lapse of time or the giving of any notice or demand) a default, or give rise to any third party right of termination, variation, payment or acceleration, under any agreement to which You are a party;
       • require consent from, intimation to, or any other action by, any person (including consents from governmental authority, creditors, and/or shareholders).

    5. You have all necessary rights and authority to execute and deliver this Agreement and You shall be solely responsible for compliance with legal and regulatory requirements applicable to Your business, and in no event shall We be held liable for any non-compliance and / or breach of applicable law by You.

    6. You hereby undertake to be solely responsible for maintaining the confidentiality of the User Data and Access Credentials and any other Confidential Information as may have been shared by Us to You. You undertake to immediately notify Us of any unauthorised use or breach of security in relation to the User Data / Access Credentials / Confidential Information or Your usage of the Software Product or the Services.

    7. You shall be responsible for the accuracy and authenticity of the data and information entered or created by You / Users / Technical Contact(s).

    8. You represent that You have adequate resources to fulfil Your commitment as laid down in these Terms of Use and there are no prevailing adverse circumstances which are likely to affect Your ability to perform Your obligations under these Terms of Use.

    9. You shall ensure that Your personnel are available for training, familiarisation and implementation stages as per the schedules informed by Us.

    10. You hereby acknowledge full satisfaction of the functionality of the Software Product or the Services. You hereby agree that as with any electronic system, persons with limited technical computer expertise may not be able to use the Software Product or the Services and these factors may change the Software Product or the Services utilisation for which We shall not be held responsible.

15. INDEMNITY AND LIMITATION OF LIABILITY

    1. You shall indemnify Us, Our directors, officers, employees, agents, representatives and Our affiliates from and against any and all costs, losses, claims, damages and liabilities, including reasonable legal fees (including third party claims), suffered by Us arising out of or related to any breach of these Terms of Use by You, including for (i) any use or modification of the Software Product by You and / or the Users in violation of these Terms of Use, any applicable law, and / or in infringement of the rights of a third party; or (ii) the collection and storage of Your Data, in breach of these Terms of Use and / or violation of applicable law; or (iii) Your use of the Software or Services in a way that violates or misappropriates the rights of a third party; or (iv) any act or omission on the part of the Users. The foregoing shall apply regardless of whether such loss or damage is caused by Your conduct and / or the Users or by the conduct of a third-party using Your or the Users’ access credentials.

    2. You agree that We shall, in no event, be liable for any consequential, incidental, indirect, special, exemplary, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by Your use of or inability to use the Software Product and / or Services or that of Your Users or for any reason (including tort, negligence, or breach of contract) whatsoever.

    3. The indemnification rights of the Company under these Terms of Use are independent of, and in addition to, such other rights and remedies as the Company may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief to the extent required to prevent further loss, none of which rights or remedies shall be affected or diminished thereby.

    4. In the event disclaimer of liability and / or damages is not enforceable under applicable law, You expressly agree that Our liability to You (for any cause whatsoever and regardless of the form of the action) will not exceed the Fee paid by You in the last 3 months immediately preceding the cause of action leading to liability and / or damage.

16. CONFIDENTIALITY

    1. For the purposes of these Terms of Use, "Confidential Information" shall mean any and all technical and non-technical information, including but not limited to the Software Product and its structure, design and other features, the Services, business plans, business forecasts, research, financial information, procurement requirements, purchasing requirements, manufacturing, customer lists, vendors, sales and merchandising efforts, marketing plans, experimental work, development, design details, specifications, engineering, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae, in any way related to the current, future and proposed business, products and services of the Company.

    2. Any Confidential Information of the Company shall remain the property of the Company. With respect to the Confidential Information of the Company, You shall keep all Confidential Information strictly confidential and shall not disclose it to any third party, without a prior written approval of the Company.

    3. The obligations in relation to confidentiality shall survive termination of these Terms of Use.

17. PUBLICITY

    1. During the Term and thereafter, We shall have the right to use Your name and brand in Our promotional materials and / or the Software Product or for any other purposes as We may determine in Our sole discretion, and You hereby grant to Us, a royalty-free non-exclusive license to use Your trademarks, trade names, logos, images, brands owned and controlled by You, for this purpose.

18. FORCE MAJEURE

    1. We, including Our vendors and service providers, shall not be considered to be in default of performance of Our obligations under these Terms of Use, if such performance is prevented or delayed for any cause beyond Our control, including war, hostilities, sabotage, accident, revolution, riots, civil commotion, strikes, lockouts, epidemic, pandemic, lockdowns, fire, explosion, orders of domestic or foreign courts or tribunals or non-performance of third parties, shortages of labour or materials, flood, storms, labour disputes, equipment failures, virus or other malicious software attacks or infections, hacker attacks, denial of service attacks, act of God, any act of Government, espionage, network, power or internet failure or failure of electronic transmission (including any failures caused due to reasons such as lack of access to, or break in any undersea internet or telecommunications cables), connectivity disruptions, technical failures, failure of the hosting provider, default or failure of / by any third party or any other cause beyond Our control (a "Force Majeure Event").

    2. Upon notification of the occurrence of the Force Majeure Event by Us, the performance of Our obligations shall be considered suspended until the notification of restoration of normal conditions or if the achievement of the objectives of these Terms of Use is no longer possible at all or not to a satisfactory degree. We shall terminate these Terms of Use if the Force Majeure Event continues for a period of 90 days, upon an advance written notice to You. In such event, You shall pay to the Company, all the Fees, amounts and other charges which have accrued up to the date of termination.

    3. It is hereby clarified that a Force Majeure Event shall not relieve You of Your obligation to pay the Fees for the Software Product and/or Services actually rendered by Us prior to the occurrence of the Force Majeure Event.

19. ASSIGNMENT

    1. You shall not assign, transfer, charge or otherwise deal with all or any of Your rights and / or obligations hereunder, nor grant, declare, create or dispose of any right or interest in it, in whole or in part to any third party, without Our prior written consent.

20. SEVERABILITY

    1. If these Terms of Use or any part thereof is held invalid or unenforceable by any competent court, the remainder of these Terms of Use shall be valid and enforceable to the fullest extent permitted by applicable laws. Any invalid or unenforceable provision of these Terms of Use shall be replaced by the Company with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.

21. GOVERNING LAW AND JURISDICTION

    1. Any controversy or claim arising out of or relating to these Terms of Use shall be settled and adjudicated exclusively by the courts of Ahmedabad, Gujarat, in accordance with the laws of India without regard to conflict of law principles.

    2. All disputes or claims arising out of or in connection with or relating to these Terms of Use, or the breach, termination or invalidity hereof, shall be first attempted to be resolved through good faith negotiation and discussions, within a period of 30 (thirty) days of the arising of a dispute.

    3. All disputes which remain unresolved negotiation and discussions, shall be submitted to final and binding arbitration. Such arbitration shall be in accordance with the (Indian) Arbitration and Conciliation Act, 1996 and the seat and venue of arbitration shall be Ahmedabad, Gujarat. All proceedings of such arbitration shall be in the English language.

    4. The number of arbitrators shall be 3 (three). The Company and You shall appoint 1 (one) arbitrator each and the 2 (two) appointed arbitrators shall appoint a presiding arbitrator. In case the Company and You fail to appoint respective arbitrators within 30 (thirty) days from the submission of dispute for settlement through arbitration in accordance with Clause 21.3 above, or the 2 (two) appointed arbitrators fail to appoint the presiding arbitrator with 30 (thirty) days from the date of appointment of the later of the first 2 (two) arbitrators, a sole arbitrator shall be appointed in accordance with the (Indian) Arbitration and Conciliation Act, 1996 by the appropriate court of law.

    5. During the pendency of the arbitration proceedings or any judicial proceedings, the Company shall have the right, to be exercised in its sole discretion, to suspend Your access to the Software Product and / or the Services.

22. SURVIVAL

    1. The termination of the arrangement between the Company and You and / or these Terms of Use shall in no event terminate or prejudice: (a) any right or obligation arising out of or accruing under these Terms of Use attributable to events or circumstances occurring prior to such termination; and (b) any provision which by its nature is intended to survive termination, including Clause 4 (Restrictions on Usage Of the Software Product and Services), Clause 10 (Intellectual Property Rights), Clause 15 (Indemnity and Limitation of Liability), Clause 16 (Confidentiality), Clause 12.3 (Consequences of Termination), Clause 21 (Governing Law and Jurisdiction).

23. MODIFICATION OF THESE TERMS OF USE

    1. We may modify these Terms of Use upon notice to You at any time through a service announcement or by sending an email to Your primary email address. If We make significant changes to these Terms of Use that affect Your rights, you will be provided with at least 30 (Thirty) days advance notice of the changes by email to Your primary email address. You may terminate Your use of the Software Product and / or Services by providing Us notice by email within 30 (Thirty) days of being notified of the availability of the modified Terms of Use if these Terms of Use are modified in a manner that substantially affects Your rights in connection with use of the Software Products and / or Services. Your continued use of the Software Product and / or Services after the effective date of any change to these Terms of Use shall be deemed to be Your agreement to these modified Terms of Use.

24. ACCEPTANCE OF THESE TERMS OF USE

    1. You must be of legal age to enter into a binding agreement in order to accept these Terms of Use. If You are entering into these Terms of Use on behalf of a company, organisation or any other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Use, in which case, the terms ‘You’, ‘Your’ or related capitalised terms herein shall refer to such entity and its affiliates. If You do not have such authority or if You do not agree with these Terms of Use, do not use Our Software Product and / or any of Our Services and do not signify Your consent to these Terms of Use in the manner indicated below. You can accept these Terms of Use hereunder by checking a checkbox or clicking on a button indicating Your acceptance or by actually accessing / using the Software Product and / or Services.

25. ENTIRE AGREEMENT

    1. These Terms of Use, along with the Proposal and any other document as may be shared by Us in relation to Our arrangement hereto is the entire agreement between us. No agreements, terms, conditions, representations, or warranties other than those specifically set forth herein shall be binding on either party unless in writing signed by both parties.

    2. In the event We and You have executed a separate written agreement in relation to the provisions of Software Product and Services by Us to You, the terms of such written agreement shall govern our relationship and these terms of Use shall not be applicable, unless otherwise agreed between us.

26. RELATIONSHIP BETWEEN PARTIES

    1. These Terms of Use do not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and You.