Terms of Use – Sobot

Product Terms of Use

Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.

Acceptance
These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, shall form a legally binding agreement (Agreement)between Effcode Technologies Private Limited, having its CIN Number U72300PN2016PTC158967 (referred to as “Service Provider”, “we” or “us”) and the user (referred to as “Customer” or “you”).

Hereinafter, the Service Provider and the Customer shall be collectively referred to as the Parties or each a Party

The Service Provider owns, or holds the relevant rights to, the SOBOT Software and will license the use of the Software as a service to the Customer.
The Customer wishes to license the SaaS Services available at the mobile application or website of the Service Provider (Site) from the Service Provider.
This Agreement sets out the terms upon which the Service Provider has agreed to grant a license to the Customer to use the Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the Service Provider provides the Customer with an account (Customer’s account) to access and use the Services (Effective Date).
By accessing and/or using the Services you:
1. warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it;
2. warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Site and they have agreed to the Terms on your behalf; and

agree to use the Services in accordance with this Agreement.

By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.
By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and the terms and conditions of WhatsApp, Meta Platforms Inc., and their applicable Policies
Services
On or from the Effective Date and during the Term, the Service Provider agrees to provide the Services in accordance with the terms of this Agreement.
The Customer agrees the Service Provider owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the Service Provider to the Customer including any Customer configuration documentation.
The Service Provider reserves the right to change or remove features of the SaaS Services from time to time.
The Parties agree that the Service Provider:
1. will supply the Services on a non-exclusive basis;
2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and

is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.

The Service Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
SaaS Service Licence
In consideration for payment of the Fees, the Service Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Licence).
The Customer agrees that the SaaS Licence:
1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the Service Provider, whichever occurs first;
2. permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and

permits the Customer to provide access and use of the SaaS Services to Authorised Users by embedding the SaaS Services into Customer’s services to its customers, as applicable.

Licence Restrictions

The Customer must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the Service Provider’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
1. resell, assign, transfer, distribute or provide others with access to the SaaS Services;
2. “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;

copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software (except as expressly permitted by the Copyright Act 1957); or

alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.

The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within India or the jurisdiction in which the Customer is located.

Data
The Customer grants to the Service Provider a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
1. to supply the Services including to enable the Customer, its Personnel and any Authorised Users to access and use the Services;
2. to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;

for diagnostic purposes;

to test, enhance and otherwise modify the Services whether requested by the Customer or not;
to develop other Services; and
as reasonably required for the performance of the Service Provider’s obligations under this Agreement.

The Customer represents and warrants that:
1. any and all Data supplied by the Customer or otherwise accessed by the Service Provider through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable;
2. its Data does not breach any relevant laws, regulations;

its Data does not infringe the Intellectual Property Rights of any third party;

it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the SaaS Services; and
to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.

The Customer agrees to indemnify and hold the Service Provider harmless for the corruption or loss of any Data controlled or stored by the Customer or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of the Service Provider or its Personnel.
Customer Responsibilities and Obligations
The Customer will provide all required materials as required by the Service Provider from time to time for the Service Provider to perform the Services.
The Customer must, at the Customer’s own expense:
1. provide all reasonable assistance and cooperation to the Service Provider in order to enable the Service Provider to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow the Service Provider to provide the Services;
2. use reasonable endeavours to ensure the integrity of the Data;

ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and

make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.

The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

in any way that damages, interferes with or interrupts the supply of the Services.

The Customer acknowledges and agrees that:
1. it is responsible for all users using the Services including its Personnel and any Authorised Users;
2. its use of the Services will be at its own risk;

it is responsible for maintaining the security of its account and password. The Service Provider cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;

the Service Provider may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;
if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects), the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code; and

the Service Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.

Prohibited Use

The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy.
The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:
1. use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
2. use the SaaS Services in relation to crimes such as theft and fraud;

use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;

make any unauthorised copy of any copyrighted material owned or licenced by the Service Provider;
introduce malicious programs into the Service Provider System (e.g. viruses, worms, trojan horses, e-mail bombs);
reveal the Customer’s account password to others or allow use of the Customer’s account the to those who are not the Customer’s Personnel or Authorised Users;

use the SaaS Services to make fraudulent offers of goods or services;
use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;

use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services;
send any form of harassment, any form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and
use the SaaS Services to circumvent user authentication or security of any of the Customer’s hosts, networks or accounts or those of the Customer’s customers or suppliers.
Communication

Each Party will appoint and maintain at all times a relationship manager who will be responsible for the management of this Agreement.

Payment

The Customer must pay the Service Provider:
1. the Fee; and
2. any other amount payable to the Provider under this Agreement,

without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are payable in advance.

If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.

If there is a Variation, the Service Provider will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.

If any payment has not been made in accordance with the Payment Terms, the Service Provider may (at its absolute discretion):
1. immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
2. charge interest at a rate equal to 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;

engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or

report the Customer to any independent credit data agencies.
Confidentiality

Subject to clause 10, each Party must (and must ensure that its Personnel do):
1. keep confidential; and
2. not use or permit any unauthorised use of,

all Confidential Information.

Clause 10 does not apply where:
1. the information is in, or comes into, the public domain (other than by a breach of this clause by the relevant Party);
2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;

the disclosure is required by law;

the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 10; and
the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 10.

Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 10. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 10.
This clause 10 will survive the termination or expiry of this Agreement.
Intellectual Property Rights
A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
The Customer grants to the Service Provider a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for the Service Provider to provide the Services to the Customer.
We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
This clause 11 shall survive the termination or expiry of this Agreement.
Privacy
Each Party and its Personnel agrees to comply with its obligations under the relevant laws applicable to them and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement.
The Customer warrants that it has obtained each of its Personnel’s informed consent for the Service Provider, its related bodies corporate, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the Customer.
The Customer must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). The Customer will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.
The Customer must co-operate with any reasonable requests or directions of the Service Provider relating to the security, use, disclosure, and transfer of personal information, the Service Provider’s legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of the Customer.
The Service Provider will retain Customer’s information for as long as Customer account is active or as needed to provide Customer services. Service Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
This clause 12 shall survive the termination or expiry of this Agreement.

Representations and Warranties
General
Each Party represents and warrants to each other Party:
1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
2. no Insolvency Event has occurred in respect of it;

this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and

the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.

Service Provider
1. The Service Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
2. The Service Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.
3. Indemnity and liability
The Service Provider is liable for the acts and omissions of all its Personnel as if they were done by the Service Provider.
Despite anything to the contrary (but subject to clause 16.3), to the maximum extent permitted by the law:
1. the Service Provider’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to Service Provider in the prior Contract Year; and
2. the Service Provider will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorised access, use or alteration of your transmissions or content,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Despite anything to the contrary, to the maximum extent permitted by the law, the Service Provider will have no Liability, and the Customer releases and discharges the Service Provider from all Liability, arising from or in connection with any:
1. failure or delay in providing the Services;
2. breach of this Agreement; or

misuse of the Services,

where caused or contributed to by any:
1. Force Majeure Event;
2. a fault or defect in any item of the Customer; or

act or omission of the Customer or its Personnel.

The Service Provider uses third-party Service Providers to host the Services. The Service Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer’s Systems, caused by any such third-party service provider.

The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.

The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
1. any and all unauthorised use of the SaaS Service;
2. Authorised Users access or use of the Services;

injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and

damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.

This Clause 16 will survive the termination or expiry of this Agreement.

Term
Commencement
1. The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.
2. Applicable to Initial Terms and any Renewal Term:At least 30 Business Days prior to the expiry of the current Contract Year, either Party may notify the other that it does not wish for the Term to be renewed and in such event, this Agreement will expire at the end of the then current Contract Year. If a Party has not given notice pursuant to this clause, this Agreement is automatically renewed for another 12-month period (Renewal Term).

Applicable to Initial Termsand any Renewal Term: If a Party wishes to vary any of the Terms of this Agreement, it must give at least 30 Business Days’ notice prior to the expiry of the current Contract Year to enable the Parties to meet to discuss any proposed variation.

Termination

Where there is no Initial Term or Renewal Term, Customer may terminate this Agreement by giving Service Provider at least 30 days prior written notice, such termination will take effect with at the expiry of the then current billing cycle.
Where there is an Initial Term or Renewal Term, Customer may only terminate this Agreement in accordance with clause 15.
The Customer may terminate this Agreement by giving at least 30 Business Days’ notice to the Service Provider, or if the Service Provider is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Service Provider has failed to remedy the breach within 30 Business Days’ of receipt of written notice from the Customer describing the breach and calling for it to be remedied.
The Service Provider may terminate this Agreement by giving at least 30 Business Days’ notice to the Customer if the Customer is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Customer has failed to remedy the breach within 30 Business Days of receipt of written notice from the Service Provider describing the breach and calling for it to be remedied.
The Service Provider may terminate this Agreement immediately by giving written notice to the Customer where:
1. the Customer undergoes a Change of Control to a competitor of the Service Provider as determined by the Service Provider;
2. an Insolvency Event occurs in relation to the Customer;

the Customer commits a breach of this Agreement not capable of remedy;

Events Following Termination

Upon termination of this Agreement, the Service Provider will:
1. immediately stop performing the Services;
2. immediately stop placing orders for supplies or services required in connection with the performance of the Services; and
Upon termination of this Agreement, the Customer will immediately:
1. cease and desist from any use of the Services;
2. return to the Service Provider all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Service Provider;

pay the Fees for all Services completed.

The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.
This clause 17 will survive the termination or expiry of this Agreement.
Dispute Resolution
Disputes
1. A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement(Dispute) without first complying with this clause 18 unless:

that Party is seeking urgent interlocutory relief; or

the Dispute relates to compliance with this clause.

Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.

Negotiation
1. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice).
2. Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
This clause 18 shall survive the termination or expiry of this Agreement.
Non-Solicitation
The Customer will not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the Service Provider, during the Term of this Agreement.
This clause 19 will survive the termination or expiry of this Agreement.
General
Notices
1. A notice or other communication given under this Agreementmust be:

in writing, in English and signed by the sender; and

addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.

Force Majeure
If performance of this Agreement or any obligation under this Agreementis prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
Waiver
Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
Powers, rights, and remedies
Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
Consents or approvals
Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
Marketing

The Customer hereby grants the Service Provider their express consent to use their Logo, written content or public available information for Marketing Purposes. The Customer shall seek express written consent from the Service Provider in order to use the Service Providers Intellectual Property including registered Trademarks of the Service Provider. The Customer understands and Agrees that the Service Providers SOBOT application shall mention “Powered by sobot.in” wherever it deems fit while delivering its services.

Assignment
No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties.
Further assurance
Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.
Costs and expenses
Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.
Relationship of Parties
1. This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
2. Nothing in this Agreement gives a Party authority to bind any other Party in any way.
Links to Third Parties
The Services may contain links to third-party web sites or services that are not owned or controlled by the Service Provider.
The Service Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. The Customer further acknowledges and agree that the Service Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
Independent legal advice
Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.
Severance
1. If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
2. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
Entire agreement
The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
Amendment
This Agreement may only be amended by written document executed by all Parties.
Cumulative Rights
1. The rights arising out of this Agreement do not exclude any other rights of either Party.
2. Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.

A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.

Governing law and jurisdiction
This Agreement is governed by the laws of Pune India. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Pune, India and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Definitions and Interpretation
Definitions

In this Agreement, unless the context otherwise requires:

Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the Service Provider.

Authorised User means the user(s) permitted to use the SaaS Services and the content, including Data, generated by, or the output of, the SaaS Services as a part of the Customer’s services to its customers.

Business Day means a day on which banks are open for general banking business in India, excluding , Sundays and public holidays.

Business Hours means 9am to 5pm on a Business Day.

Change in Control occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):

shares in that Party conferring alone or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis;
the power to control the appointment or dismissal of a majority of the directors of that Party; or

the capacity to control the financial and operating policies or management of that Party.

Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.

Confidential Information includes information or documentation which:

is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or

relates to:

the business, assets or affairs of a Party or any of its affiliates;

the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or

the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.

Contract Year means a 12 month period commencing on: (i) the Effective Date; and (ii) each subsequent anniversary of the Effective Date, of this Agreement during the Term.

Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.

Data means all of the information, documents and other data provided by the Customer or their Personnel to the Service Provider, any content uploaded by the Customer or Personnel to the Service Provider’s System, or otherwise accessed by the Service Provider in providing the Services.

Fee means the fee set out on the Site and paid by the Customer for the Customer account .

Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:

would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
results in a Party being unable to perform an obligation under this Agreement on time.

Initial Term means the initial term set out in the Customer account.

Intellectual Property Rights means all present and future rights to:

copyright;
registered or unregistered designs, patents, trade marks;

trade, business, company or domain names;

know-how, inventions, processes, trade secrets;
circuit layouts, databases or source codes; and
any similar rights in any part of the world,

Payment Method is by credit card, Wire Transfers, or Bank Deposit.

Payment Terms means 30 days from the date of the invoice.

Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.

Products means hardware or software.

Services means the SaaS Services and Support Services, to be provided or licensed by the Service Provider to the Customer on the terms and conditions set out in this Agreement.

Software means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.

For any questions, please contact us at:

Effcode Technologies Private Limited

Envisioning Lab, BHAU Institute, COEP Campus, Shivajinagar,

Pune - 411 005.

Email: info@effcode.in, sagar@effcode.in, amit@effcode.in