We at Simplify Infotech Private Limited (hereinafter referred to as “Company” / “We” / “Us” / “Our”) own and operate a Platform (defined below) through which We provide Services (defined below) to Our clients (including their representatives and authorized personnel) (hereinafter referred to as “You” / “Your” / “Client”). These terms (“Terms of Service” / “Agreement”) govern Your use of the Platform and shall be read in conjunction with the privacy policy available at https://www.koinx.com/privacy-policy (“Privacy Policy”) and the DPA (defined below), pursuant to Your subscription to the Services pursuant to the relevant Order Form (defined below) entered into between You and the Company.

By accessing the Platform and using the Services, You acknowledge that You have read, understood, and agree to be legally bound by this Agreement, the Privacy Policy, and the terms and conditions set out in the Order Form (defined below). Please do not use the Services if You do not accept the Terms of Service or are unable to be bound by the Terms of Service.

Wherever the context so requires, the Company and You shall hereinafter be collectively referred to as “Parties” and individually as the “Party”

1. DEFINITIONs AND INTERPRETATIONs

1.1 Definitions:

“Applicable Law” includes all applicable statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority and/or statutory authority as may be applicable;

“Confidential Information” shall mean and include, without limitation, all proprietary, confidential information (whether oral or recorded in any medium), including without limitation content, trade secrets, know-how, research and development, software, databases, inventions, processes, passwords or codes, formulae, technology, designs and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government, and regulatory activities and approval, concerning the past, current or future business, activities, and operations of the Parties and/or related entities or any other information relating to either Party which could be reasonably regarded as confidential;

“Documentation” shall mean and include any and all technical user documentation/guidelines concerning the Services and/or the Platform.

“DPA” shall mean the data processing addendum as available and updated on the Platform.

“Effective Date” shall mean the date set forth above, on and from which this Agreement will be binding on the Parties;

“Error” shall mean any reproducible material failure of the Platform to function in accordance with its Documentation.

“Intellectual Property” shall mean all intellectual property of each Party, for the purpose of or in association with or in relation to the performance of obligations under this Agreement including without limitation, (a) trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by either Party during the course of its business and all depictions, derivations and representations thereof; (b) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above; and/or (c) all information, data or material in whatever form, whether tangible or not, provided by either Party to the other Party during the course of or in relation to the Services;

“Order Form” shall mean the order form entered into between the Parties, containing the details of the Parties, the Services, Fees, payment terms, and other commercial terms agreed between the Parties. In the event of a conflict between these Terms of Service and a relevant Order Form, the relevant Order Form shall prevail.

“Person” shall mean any individual (including personal representatives, executors or heirs of a deceased individual) or legal entity, including but not limited to, any partnership, joint venture, corporation, trust, unincorporated organization, limited liability company, limited liability partnership or Governmental Authority;

“Personal Information” shall mean and include all the variable of “personal information”; “personal data”; “personally identifiable information”, or such other similar expressions; the information identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name and such other information as defined under the applicable privacy or data security laws;

“Platform” or “Software” shall mean the online SaaS-based platform or software developed, maintained, operated, and promoted by the Company at https://books.koinx.com, which enables the Client to avail the Services;

“Service Level Agreement” or “SLA” shall mean the service level commitments on which the Services and subscription to the Platform will be provided to the Client, as set out in Part B of the Order Form;

“Services” shall mean the services more specifically described in Clause 2.1 below, and/or which are agreed to be provided to the Client in terms of the relevant SOW;

“Statement of Work” or “SOW” shall mean order form/s (including the Order Form described above) or statement/s of work agreed between the Parties setting out the specific scope, subscription period, subscription price, and other commercial terms relating to the provision of the Services and subscription to the Platform. It is clarified that each SOW signed by the Parties shall be read and deemed to form part of this Agreement;

“Client Data” shall mean any of Client’s information, documents, or electronic files that are provided to the Platform or the Company hereunder, including Personal Information;

“Users” shall mean natural persons being representatives and/or employees of the Client, granted access and use of the Platform for and on Client’s behalf.

1.2 Interpretation: In this Agreement, unless the context requires otherwise:
(a) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
(b) references to one gender include all genders;
(c) any reference to any enactment of a statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
(d) words in the singular shall include the plural and vice versa;
(e) any reference of “days” would mean “calendar days” and similarly reference of year and month would mean “calendar month” and “calendar year”; and
(f) any reference to “written” or “in writing” shall include intimation by email.

1.3 No provision of this Agreement shall be interpreted in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

2. SERVICES

2.1 During the Term (described below) and in consideration of payment of the Fees (defined below) by the Client, Company hereby grants to the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access, use, and benefit from the Platform and the Services, which may include (without limitation):
2.1.1 accounting and bookkeeping services, features for tracking income, expenses, invoices and other financial data;
2.1.2 reporting and analytics tools for generating financial reports and gaining insights for planning and organizing financial steps;
2.1.3 cryptocurrency transaction management, features for recording, tracking, and reconciling cryptocurrency transactions, including but not limited to purchases, sales, and transfers;
2.1.4 integrations with third-party services, Connections with third-party services, such as banks, payment processors, and cryptocurrency exchanges,
2.1.5 in each case, on the terms set out in this Agreement and specifically agreed between the Parties under an SOW.

2.2 Subject to the terms of this Agreement, the SLA, and each applicable SOW, Company shall use commercially reasonable efforts to provide the Services. In the event the Client requests additional services, the scope of such additional services shall be mutually agreed in writing by the Parties, either through a separate SOW and/or otherwise agreed in writing (emails accepted). It is clarified that the Client shall not have any other right, title, claim, lien, or interest in the Platform, other than the right to avail the Services as agreed from time to time.

2.3 The provision of the Services is dependent on and will remain subject to the Client and its Users providing all necessary information and assistance in an accurate, complete, and timely manner.

3. CONSIDERATION

3.1 In consideration of the Services provided by Company to Client under this Agreement, the Client shall pay to Company the fees as set forth in the relevant SOW (“Fees”). The Parties agree that the Fees payable to Company shall be revised by mutual agreement at the conclusion of every twelve (12) months from the Effective Date (as mentioned under the relevant SOW) during the Term.

3.2 The Client will make full and complete payments of Fees on an upfront, monthly, subscription-basis. In the event of any non-payment or inadequate payment of Fees, the Company will be entitled to limit, suspend and/or terminate any and all access and use of the Platform and Services, without any liability whatsoever to the Company for any losses or damages resulting thereof.

3.3 All Fees are exclusive of applicable taxes, levies, cesses and other charges applicable thereon, unless otherwise stated, which shall be borne by the Client and that if the Client is required to deduct or withhold any tax, the Client is obligated to pay the amount deducted or withhold as required by Applicable Law.

3.4 If any amount owing by the Client to Company under this Agreement or any other Agreement for the Services is thirty (30) days or more overdue, Company may, without limiting Company’s other rights and remedies, accelerate Client’s unpaid Fee obligations under such Agreements so that all such obligations (including delay interest) become immediately due and payable, and suspend the provision of the Services to Client and the Users until such amounts are paid in full. Company shall give Client at least seven (7) days prior notice that its account is overdue, before suspending the Services.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Each Party hereby represents and warrants for itself as at the date of this Agreement, to the other Party as follows:
4.1.1 Organization: It is duly incorporated and validly existing and registered in accordance with the Applicable Laws.
4.1.2 Authority: It has full corporate or other organizational power and authority to execute and deliver, and to perform its obligations under, this Agreement. The execution, delivery and performance of this Agreement by it have been duly and validly authorized by all necessary corporate action and are not subject to encumbrances of any nature.
4.1.3 Binding Effect: This Agreement has been duly executed and delivered by the Party, and constitutes legal, valid and binding obligations of the Party, enforceable in accordance with its terms.
4.1.4 No Violation: The execution, delivery and performance of this Agreement, will not (i) violate or conflict with any provision of its constitutional documents, (ii) violate or conflict with any Applicable Law or permit, consents or authorizations, applicable to the Party, or (iii) constitute a breach of or under any contract, agreement, arrangement or judgement to which it is party.
4.1.5 No Proceedings: To the knowledge of the Party, except as disclosed in writing, that there is no proceeding, inquiry, investigation or litigation by any Person, whether pending or threatened, against the Party that would be reasonably likely to result in monetary damages, injunctive relief, or the taking of any other action that would be reasonably expected to (in any of the foregoing cases) impair the ability of the Party to perform its obligations under this Agreement.
4.1.6 Consents: It is not required to (i) obtain any authorization, or waiver, of, (ii) make any filing or registration with, or (iii) give any notice to, any authority in connection with or as a condition to the execution, delivery and performance of this Agreement.

4.2 The Company undertakes and agrees that it shall:
4.2.1 obtain and continue to maintain for the duration of the Term, all permits, licenses, authorizations and permissions required by Company under Applicable Laws, to perform its obligations and Services under the Agreement, including valid rights to any Intellectual Property necessary for the fulfillment of all its obligations under this Agreement;
4.2.2 not introduce into the Platform any malicious code and take reasonable measures to ensure that the Platform is free from such malicious code or programs; and
4.2.3 notify the Client in writing of any situations or circumstances outside Company’s control that limit its ability to provide Services hereunder at the levels committed.

4.3 The Client undertakes and agrees (for itself and on behalf of its Users) that it:
4.3.1 is solely responsible for access controls to the Platform and for maintaining the security of all usernames and passwords granted to it, for the security of its information systems used to access the Platform, and for its Users’ compliance with the terms of this Agreement, and will immediately notify Company if it becomes aware of any loss or theft or unauthorized use of any of Client’s or Users’ passwords or usernames, or otherwise any unauthorized access of the Platform or use of the Services for the benefit for any third-party;
4.3.2 shall have and maintain all rights, approvals, authorizations and consents to collect, transfer and process the Personal Information;
4.3.3 is solely responsible for the content of communications transmitted by the Client and/ or User using the Services or accessing the Platform;
4.3.4 is solely responsible for uploading accurate Client Data to the Platform, properly configuring and operating the Platform, and maintaining appropriate security, protection and backups of Client Data;
4.3.5 shall not access, store, distribute or transmit or introduce any malicious code during the course of its use of the Platform, provided that the Company reserves the right, without any further liability, to disable the Client’s access to the Platform and Services on account of any breach of this Clause;
4.3.6 shall report to Company immediately and use reasonable efforts to stop immediately any copying or distribution or unauthorized usage of content or infringement of Intellectual Property /trademark rights or unauthorized use or access of the Services and/or the Platform that is known or suspected by the Client or its Users;
4.3.7 shall not impersonate another entity, company, user, person, or provide false identity information to gain access to or use the Platform;
4.3.8 shall not create internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device;
4.3.9 shall not share with Company, or introduce to the Platform any data that infringes third party rights, is obscene, threatening, libelous, or otherwise unlawful or violative of third-party privacy rights; and
4.3.10 shall not attempt to gain unauthorized access to the Platform or its related systems or networks;
4.3.11 shall be solely responsible for all risks associated with cryptocurrency transactions, including but not limited to volatility and fluctuations of the value of cryptocurrencies and any governmental or judicial regulations;
4.3.12 not hold the Company liable for integrations, and risks associated with such integrations with third-party services.
4.3.13 is responsible for reading and understanding the third-party terms before accessing and using such integrations on the Platform or Services;
4.3.14 not hold the company liable for the accuracy of the cryptocurrency transaction data or other data entered into the Platform by the Client. The Company shall not be liable for any discrepancies in the Client’s records;
4.3.15 is responsible for complying with all Applicable Laws and regulations related to the Services and the Platform, including but not limited to tax laws.

5. PLATFORM ACCESS AND USAGE RESTRICTIONS

5.1 All rights in and to the Platform, comprising the Platform or components thereof, to which access or usage rights are not expressly granted herein are reserved by and for the exclusive benefit of the Company.

5.2 The Platform is provided on an ‘as-is’ basis, and the Company does not represent or warrant that the Platform and/or Services are fit for the use-case required by the Client.

5.3 The Client shall not, directly or indirectly, alone, or in conjunction with another party:
5.3.1 copy, disseminate, allow unauthorized access to, disassemble, reverse engineer, or decompile the Platform or any components thereof, in any manner, without limitation and agnostic to nomenclature;
5.3.2 attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, Platform, Documentation or data related to the Services;
5.3.3 modify or create any derivative works based upon the Platform, or translate the Platform into another language, or copy any part or component of the Platform (except to the extent expressly permitted by Company or authorized as a part of the Services);
5.3.4 license, sell, rent, lease, transfer, grant any rights in, or access to commercially exploit the Platform and/or the Services in any form to any other party, nor shall the Client attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder;
5.3.5 assist or advise a Person in any capacity or for any commercial benefits to do any action prohibited in this Clause 5; and/or
5.3.6 use or adopt or replicate, purport to use or adopt or replicate the name, trade, business model, software, design or any other rights of the Company for any purpose other than to avail the Services.

5.4 The Client acknowledges that any attempt by it to do any of the actions specified in Clause 5.3 above shall result in automatic and immediate termination of this Agreement effective from the date of such action, without any notice and at the discretion of Company, without prejudice to any other remedies available to Company.

5.5 The Company may use aggregated performance and technical data/results (that is not specific to either Party or is redacted, de-identified or anonymized in a manner that the data contains no details relating to the Party or such Party’s Intellectual Property) to improve or modify or develop new services or improve the Platform or the Services.

5.6 The Client shall be permitted to download and/or print a reasonable number of copies of reports or analytics, including graphs, statistics, derivative works, reports and similar material generated from the Platform and/or Services (“Reports”). All the Intellectual Property rights in any Reports produced by Company pursuant to the Services (but not including any rights in the processes, technology, code, or otherwise any part of the Services or Intellectual Property thereto) shall vest in the Client and Company shall not have any claim to any right, title or interest in any such Reports.

5.7 The Client and its Users acknowledge and agree that the Platform and Services including, without limitation, the Reports are tools designed to assist with accounting and financial analysis. The Client and its Users are solely responsible for: (a) understanding the functionality and limitations of the Platform; (b) verifying the accuracy and completeness of any data entered into the Platform; and (c) exercising their own independent judgment and due diligence in relying on or using the output generated by the Platform including the Reports. The Company makes no representations or warranties regarding the accuracy, completeness, or suitability of the Platform, Services or Reports for any specific purpose, and shall not be liable for any losses or damages arising from the Client’s or its Users’ reliance on the Platform or Services without such independent verification and due diligence.

5.8 Company has the right at any time to suspend access to any User or any of its customers, if the Company believes in good faith that such suspension is necessary to preserve the security, integrity, or accessibility of the Platform, Services or the Company’s and/or Client’s network or systems.

5.9 The Client undertakes that, during the Term and for a period of 12 (twelve) months thereafter (“Restrictive Period”), it shall not directly or indirectly, whether on its own or through any other Person:
5.9.1 own, develop, carry on, set-up, manage, establish, engage in, operate or cause to be operated or consult in, guarantee any obligations or, extend credit to, or have any interests in any business, or be involved in any manner, in a business that is similar to and/or competes with the business of the Company;
5.9.2 solicit, entice away, hire or approach the Company, any existing or potential customer, clients, contractor, business associates, representative or otherwise use its knowledge or influence over any such Person to the detriment of the Company.
5.9.3 cause any vendor, Platform user, or partner to the Company, and/or their customers, to cease dealing with the Company or to cause such Person to deal with the Company on less favorable terms;

5.10 The Client acknowledges that the restrictive covenants above are necessary in order to protect and maintain the goodwill of the Company, are fair and reasonable in their nature and period, and are required for the protection of the Company. If any of the covenants contained in this Agreement, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions.

6. TECHNICAL SUPPORT

6.1 Company shall provide support in accordance with its prevailing policies and any Service level terms that the Parties may agree upon in writing or as may be set out in the SLA set out in the Order Form (Service Level Commitments), as amended from time to time.

6.2 From time to time, new components may be released that are applied selectively to different editions of the Platform. Updates that apply to the Client’s currently subscribed edition will be delivered automatically to the Client at no additional charge.

6.3 Company is not liable for or obligated to correct any Errors or provide any other support, to the extent such Errors or need for support was created in whole or in part by (i) the acts, omissions, negligence or wilful misconduct of Client, including any unauthorized modifications of the Platform or its operating environment, providing access or use to any unauthorized persons, (ii) any failure or defect of Client’s or a third-party’s equipment, software, facilities, or internet connectivity (or other causes outside of scope of application) or (iii) Client’s use of the Platform or Services other than in accordance with the Documentation or (iv) any wrongful, inadvertent, wilful or negligent input of data into the Platform.

7. CLIENT DATA

7.1 Subject to the terms of the DPA, the Client shall provide all relevant data and Personal Information necessary for providing the Services, and shall ensure at its sole liability and obligation the accuracy, quality, integrity, reliability, completeness and the right without encumbrance to use all relevant data and Personal Information, including without limitation ownership and/or adequate right and title to any Intellectual Property to be provided by the Client.

7.2 The Client agrees and understands that it is responsible for ensuring compliance with any and all regulations and Laws relating to the collection and usage of the Personal Information of its Users and/ or end customers, and any other individuals, as may be applicable, including without limitation any requirements relating to consent, purpose, usage, transfers (including cross-border transfers), and any other requirements as may be applicable. The Client shall, upon request from the Company, furnish evidence of such compliance no later than ten (10) days from the date of such request, or such shorter period as may be required under Applicable Law. In the event of any non-compliance relating to privacy and/or data protection with any Laws, attributable to an act or omission by the Client, the Client shall indemnify the Company for any claims incurred as a result of or in relation to such non-compliance.

7.3 The Client shall be responsible for all activity occurring under its User accounts, including loading of Client Data in the Platform and all results from processing such data and shall abide by all Applicable Laws in connection with the use of the Platform, including those related to data privacy.

7.4 The Client agrees and understands that The Company shall not be responsible for any financial or other miscalculations regarding the Client Data under any circumstance.

8. TERM AND TERMINATION

8.1 This Agreement shall come into effect and be binding on the Parties as on and from the Effective Date and shall remain valid and enforceable for the period set out in the relevant SOW or Order Form (“Term”), unless terminated pursuant to Clauses 8.2, 8.3 and 8.4 below. This Agreement may be renewed or modified, on such terms and conditions as the Parties may agree by mutual consent in writing.

8.2 Notwithstanding, either Party may terminate this Agreement for convenience by providing a 30 (thirty) days prior written notice to the other Party.

8.3 This Agreement shall terminate automatically upon the bankruptcy or insolvency of either Party or either Party commencing voluntary or involuntary winding up, or upon either Party making a general assignment for the benefit of its creditors.

8.4 If either Party materially defaults in the performance of any of its obligations under this Agreement, which default, if capable of being cured, is not substantially cured within fifteen (15) days after written notice is given to the defaulting Party by the other Party specifying the default, the Party not in default may, by giving written notice thereof to the defaulting Party, terminate this Agreement as of a date specified in such notice of termination.

8.5 Consequences of termination of this Agreement:
8.5.1 All rights granted to each Party herein shall forthwith revert to the other Party, including without limitation the right to use and/or access the Services;
8.5.2 Any amounts payable in terms of this Agreement and any SOW, including without limitation the Fees, accrued but not paid will become immediately due and payable;
8.5.3 Each Party shall return all Confidential Information and other data of the other Party or at the request of such other Party, destroy such Confidential Information and data; and
8.5.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, dispute resolution and limitations of liability.

9. CONFIDENTIALITY

9.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose Confidential Information relating to the Disclosing Party’s business and operations or relating to this Agreement or any SOW. The Receiving Party may, from time to time, be exposed to and shall be furnished with the Disclosing Party’s Confidential Information. During the Term and for a period of five (5) years thereafter, the Receiving Party shall keep confidential and not reveal or disclose to any third party any part or all of the Confidential Information and/or the terms of this Agreement, any SOW, the Services, and the Platform.

9.2 With respect to the Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care; (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer, reproduce, or divulge such Confidential Information to any third party; and/or (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement or an SOW. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public (except as a result of an act or omission of the Receiving Party); (b) was in its possession or demonstrably known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction or breach of any other agreement by a third-party; (d) was independently developed without use or reference to the Confidential Information of the Disclosing Party; or (e) is required to be disclosed by Government Departments, banks, insurance companies or under any Applicable Law, provided that, wherever legally possible, the Receiving Party shall intimate the Disclosing Party before making any such disclosure.

9.3 Permitted disclosure shall be allowed to certain permitted disclosees who shall be limited to agents, attorneys, financial advisors, officers, employees, directors, etc. (“Permitted Disclosees”) who have a need- to-know the information in relation to the Purpose, provided that the Permitted Disclosees shall be bound by the confidentiality obligations at least as stringent as those contained herein.

9.4 The Company may collect and use technical information gathered pursuant to this Agreement or an SOW for research, statistical analysis and business intelligence purposes in an aggregated, anonymized, pseudonymized, or non-personally identifiable form as it deems fit, to improve, market, support and operate the Services and otherwise for any legitimate business purpose during and after the Term.

9.5 Notwithstanding any termination of this Agreement, all rights and obligations hereunder regarding confidentiality shall survive with respect to Confidential Information disclosed prior to such termination.

10. INDEMNIFICATION

10.1. Each Party shall defend, indemnify and hold harmless the other Party and its affiliates, members, directors, officers, employees and agents from and against any and all third-party claims, liabilities, losses and expenses (including reasonable attorneys’ fees), directly or indirectly, wholly or partially arising out of: (a) any fraud, gross negligence, willful misconduct, or any similar act or omission, (b) any infringement or misappropriate of any Intellectual Property or other rights, (c) breach or inaccuracy of any of the representations, warranties, and (d) any non-compliance relating to its confidentiality obligations, and/or data protection and data privacy obligations (including compliance with Applicable Laws).

11. LIMITATION OF LIABILITY

11.1 In no event shall the Company’s total liability for any claim arising out of or in relation to this Agreement, whether in contract, tort, or under any other liability whatsoever, exceed in the aggregate the total Fees paid or payable during the three (3) months by the Client immediately preceding the date of the event giving rise to the claim.

11.2 Except with respect to a Party’s willful misconduct, infringement of intellectual property rights, breach of payment obligations, or breach of confidentiality obligations, in no event shall either Party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits, even if the other Party is advised of the possibility of such damages.

12. OWNERSHIP OF PROPERTY

12.1 All deliverables and material created or prepared by the Company solely and exclusively for the Client, whether created independently or in co-operation with others during the Term of this Agreement and/or in the course of performing the Services for the Client and all Intellectual Property rights therein (including in relation to the Reports) (“Work Product”), shall be considered work-for-hire and shall be owned solely by the Client.

12.2 To confirm such ownership of Work Product, the Company hereby assigns to Client, the entire right, title and interest that s/he may have to the Work Product, in India, and throughout the world, for perpetuity without any limitation whatsoever. The Company waives all the moral rights and rights of reversion with respect to the Work Product. The Company shall not, in any manner whatsoever, use such Work Product for personal gains during or after the Term of this Agreement.

12.3 Notwithstanding anything contained in this Agreement, the Company shall own any and all their right, title and interest in the Platform and Services other than the Work Product (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world). Nothing shall affect the respective Intellectual Property rights vested in the Parties to this Agreement, prior to the Effective Date.

13. DISCLAIMER OF WARRANTIES

The Company shall use reasonable efforts to maintain the Services and the Platform in a manner that minimizes Errors and interruptions. HOWEVER, SERVICES PROVIDED OVER THE INTERNET ARE INHERENTLY PRONE TO POTENTIAL ERRORS AND INTERRUPTIONS, AND THE COMPANY DOES NOT WARRANT THAT THE PLATFORM AND/OR SERVICES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM AND/OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM AND/OR SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDIMG BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. NON-SOLICITATION

During the Term of this Agreement and for a further period of three (3) years after the termination/ expiry of this Agreement, the Client shall not , either directly or indirectly, without the prior written consent of the Company, solicit the services of or make an offer of employment to, or hire any Person who is an employee, personnel, or a consultant of the Company at the time of such solicitation, or offer or hire any Person who has been an employee on any date during a period of six (6) months prior to such solicitation, offer or hire. Further, the Client shall not introduce any such employee of the Company to any of Client’s associates or Company’s competitors for the purpose of soliciting the services of such employee or making an offer of employment to such employee.

15. FORCE MAJEURE

Either Party shall be excused from any delay or failure in performance required hereunder (excluding payment obligations) if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, pandemic, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.

16. MISCELLANEOUS

16.1 Jurisdiction: This Agreement shall, subject to the provisions of Clause 16.2, be subject to the exclusive jurisdiction of the courts of Cuttack, Odisha, India.

16.2 Dispute Resolution:
16.2.1 Parties shall attempt in good faith to resolve any disputes, differences or claims arising out of or relating to this Agreement promptly by negotiation amongst Client and the management of Company.
16.2.2 Any dispute or claim which is not amicably settled between the Parties within thirty (30) days of written notice of such dispute or claim having been furnished by the complaining Party to the other Party, shall be resolved by final and binding arbitration of a sole arbitrator, to be nominated by mutual agreement between the Parties, and who shall not be directly connected with the matter. The arbitration shall be held in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The seat and venue of arbitration shall be Cuttack, Odisha, India, unless an alternate location is acceptable to both Parties. The arbitration proceedings shall be conducted in the English Language and a record of the proceedings shall be maintained in English.
16.2.3 Neither the existence of any dispute nor the fact that any arbitration is pending hereunder shall relieve any of the Parties of their respective obligations under this Agreement.
16.2.4 Parties shall bear equally the costs of the arbitration. Each Party shall pay its own attorneys’ fees, witness fees and other expenses incurred for its own benefit.
16.3 Publicity: Without prejudice to anything contained herein, either Party shall have the right to use the other Party’s name, trade name, service marks, trademark, logo on its respective website and any promotional or advertising material, statement, document press release or broadcast which lists clients or service providers respectively, and in connection with this Agreement. The Party using the other Party’s trademark, logo, etc. shall (i) intimate the other Party of the specific use of the other Party’s trademark, logo, etc. so as to enable the other Party to be informed of the context of such use, and (ii) ensure that there is no misleading improper or disparaging use either by it or its employees, or its representatives of the other Party’s name, trademark, logo or service brand

16.4 Entire Agreement: This Agreement and any documents referred to in it contain the entire agreement between the Parties, and supersedes any prior agreements, representations or communications, written or oral, amongst them relating to its subject matter. Amendments may be made to this Agreement at any time, if mutually agreed upon in writing.

16.5 Severability: If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of such provision and/or this Agreement and the application of such provision to Persons or circumstances other than those which are held to be invalid or unenforceable, shall not be affected thereby, and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.

16.6 Waiver: The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by Applicable Law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by Applicable Law prevents further exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the Party sought to be bound.

16.7 Assignment: Either Party may assign its rights hereunder in the event of a merger or acquisition of all or substantially all of its assets with notice to the other Party; in all other cases, the other Party’s prior written approval shall be required for assignment and the same shall not be unreasonably withheld.

16.8 Survival: The provisions of this Agreement, which by their nature are intended to survive the termination or expiration of this Agreement, including without limitation, the provisions of Clause 8 (Term and Termination), Clause 9 (Confidentiality), Clause 11 (Limitation of Liability), Clause 12 (Ownership of Property), Clause 13 (Disclaimer), Clause 14 (Non-Solicitation) and Clause 16 (Miscellaneous) shall survive the termination of this Agreement.

16.9 Counterparts: This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (“.pdf”) shall be as effective as signing and delivering the counterpart in Person.

16.10 Alteration: This Agreement may be altered only in writing signed by each Party.

16.11 Specific Performance: The Parties agree that damages may not be an adequate remedy and that they shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party(ies) from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that each Party may have at Applicable Law, including a right for damages.

16.12 Relation of Parties: Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or constitute either Party the agent of the other for any purpose.

16.13 Electronic Signatures: Parties agree that the electronic signature of an Order Form by the Client shall be as valid as an original signature of the Client, and shall be effective to bind the Parties to this Agreement. Parties agree that the electronically signed document (including this Agreement and/or the Order Form) shall be deemed (i) to be “written” or “in writing”, (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.

;