TERMS OF USE
1. DEFINITIONS: In this Agreement, the following terms shall have the meanings set out against them below:
1.1.
“AI Outputs” : Any insights, recommendations, reports, or data produced through the Company’s Software Tool which is integrated with third-party AI systems.
1.2.
“Authorized Users” : means any individuals who are in the employment of the Subscriber or otherwise subject to the direction and/or control of Subscriber (including any consultants, partners, agents or other personnel whose services are employed by the Subscriber) and who have been authorized pursuant to the terms of this Agreement to access and use the Software Tool (as defined hereunder).
1.3.
“Confidential Information” : shall mean any and all information and/or proprietary materials, expressed in every form and media, pertaining to either Party, which is generally not available in the public domain and/or is not generally known in the relevant trade or industry, and which has been or is hereafter disclosed or made available by either Party (referred to as the “Disclosing Party”), to the other (referred to as the “Receiving Party”) in connection with the terms of this Agreement. It further includes (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies, including all development and service methods and/codes, and any information related thereto, (iii) Subscriber Data (as defined hereunder), (iv) information relating to business plans (including business development and expansion plans), sales, advertising or marketing strategies, customer lists, details as well as demands or requirements, (v) information pertaining to hardware systems and software programs, (vi) information relating to customers and products (vii) details of the Software Tool along with Scope of Services provided herein, the commercials agreed between the Parties in this Agreement and the results of any performance tests in relation to the Scope of Services, and (viii) and such other information which by its nature or the circumstances of its disclosure, is confidential including but not limited to business plans, trade secrets, technical documentation, algorithms, and AI Output and AI models.
1.4.
“Data” : means and refers to data, content or information to the extent that such data relates or can be related to any person or entity and is made available to the Company by the Subscriber or vice-versa.
1.5.
“Data Processing” : Any handling of Subscriber Data shall follow the provisions in Annexure E.
1.6.
“Intellectual Property Rights” : All rights associated with patents, copyrights, trade secrets, trademarks, and any other proprietary rights recognized by applicable law.
1.7.
“Documentation” : means all the information/documents made available by Company to the Subscriber, including through its Software Tool and its website or such other portal as notified by Company to its Subscriber from time to time describing the Scope of Services, providing details of the Software Tool, results generated, user instructions, etc.
1.8.
“Effective Date” : shall mean the date from which the billing cycle will be initiated by Company in terms of this Agreement.
1.9.
“Security Compliance” : Security standards shall be defined as per Annexure C.
1.10.
“Service Level Commitments” : The uptime and support obligations of the Company are detailed in Annexure D.
1.11.
“Services” : The software solutions, integrations, and related support provided by the Company as described in this Agreement and any applicable Statements of Work (SOWs).
1.12.
“Software Tool” : means the software program/tool that is owned/licensed by Company, and that is made available to the Subscriber for use for the Subscription Fee as a service as part of the Scope of Services under this Agreement. It includes any such work product or items or materials, including any developments, enhancements, or modifications to the Software Tools as provided by Company as set forth in Annexure B.
1.13.
“Statement of Work (SOW)” : A document specifying the scope, deliverables, fees, timelines, and milestones for specific Services. The SOW format and details shall adhere to Annexure B.
1.14.
“Subscriber Data” : shall mean and include all works/materials/inputs uploaded to, stored on, collected, processed, or transmitted using or via the Software Tool by the Subscriber or any Authorized User using the Subscriber’s account.
1.15.
“Term” : means the tenure for which this Agreement is further described under Annexure B of this Agreement. The Parties may mutually extend the Term of this Agreement in writing and on mutually agreeable terms between them.
1.16.
“Upgrades” : means new versions of and updates to the Software Tools, whether for the purpose of fixing an error, bug, or other issues the same or for the purpose of enhancing the functionality feel, or efficiency of the said Software Tool.
2. GRANT OF SUBSCRIPTION
2.1.
Grant of Subscription: Subject to the terms and conditions specified herein, Company grants to the Subscriber a non-exclusive, non-transferable access to use the proprietary Software Tool and Services, and the Subscriber subscribes to use the Software Tools of Company, and engages Company to provide the Software Tool software as a Service (SaaS) as part of the Scope of Services as detailed in Annexure B hereto, for payment of the Subscription Fee as detailed in Annexure C hereto. Company shall make available access to its Software Tool and the Scope of Services to the Subscriber's Authorized Users by setting up their accounts and providing to the Subscriber log in. The details and terms of provision of AI-powered solutions, including but not limited to data processing, predictive analytics, automation tools, and enterprise integrations through the Software Tool, shall be as further defined in the applicable SOW(s) in Annexure B.
2.2.
Terms of Access: The Subscriber's access to the Software Tools and the provision of the Scope of Services: (a) is only valid during the Term of this Agreement; (b) is available only to be accessed by the Authorized User /(s) of the Subscriber, as set out in Annexure B of this Agreement; (c) is on a non- exclusive, non-transferable basis and non-sub-licensable basis; (d) is only via any standard web browsers as laid out in Annexure B in this Agreement; and (e) is only to be used for the Permitted Purposes of the Subscriber. Notwithstanding anything to the contrary in this Agreement, Company shall notify Subscriber and provide a reasonable time frame to respond. In the event of a delay in response from the Subscriber, Company reserves the right to disable the Subscriber's access to any material (including the Scope of Services).
2.3.
It is also agreed that the Parties may enter into separate statements of work from time to time on specific assignments if so required, subject always to the terms of this Agreement except certain terms which may be agreed upon in such statement of work in the format provided at Annexure D hereunder. Such statements of work shall be subject to the terms contained in this Agreement.
2.4.
Service Availability: The company shall use commercially reasonable efforts to ensure the availability of the Services, subject to scheduled maintenance, upgrades, and downtime due to force majeure events. Further, details in this regard are provided at Annexure D hereunder.
2.5.
Subscriber Responsibilities:
(a)
The Subscriber shall provide the necessary access, input data, and cooperation required for the effective delivery of the Services.
(b)
The Subscriber admits that it is solely responsible for the Subscriber Data and contents of communications / information transmitted by the Subscriber and/ or its Authorized Users or anyone else who obtains (legally or illegally) access to the login details of the Subscriber, using the Software Tool/ the Scope of Services.
(c)
The Subscriber agrees that it shall:
(i)
At all times ensure that the Software Tool is accessed only by its Authorized Users (including their authorised agency partners, consultants or third-party users whose names are pre-intimated to the Company and no other third party, agent or any other person uses the Software Tool or the Scope of Services or the Data. The Subscriber will use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software Tool/ the Scope of Services and/or the Documentation and Data, in the event of any such unauthorized access or use, it will promptly notify the Company. It is clarified that the Subscriber shall at all times pre-inform and provide a prior intimation in writing to the Company before the access to the Software Tool is given to any third parties.
(ii)
Always utilize or access the Software Tool for Permitted Purposes only.
(iii)
Not cause to resell, rent, redirect, or grant access through whichever means to any other person (other than the Authorized Users) the Software Tool or any other service provided by the Company.
(iv)
Not cause, whether by itself or through any of the Authorised Users, any interference or disclose or disrupt, in any manner, with the integrity or performance of the Software Tool or any other Scope of Service as well as Confidential Information of the Company and refrain from taking any steps either directly or indirectly, to copy the Software Tool, or to undertake a reverse assembly or reverse compilation or reverse engineering of any manner whatsoever including to derive a source code equivalent to the Software Tool.
(v)
Not use the Software Tool in any way that is or facilitates anything that is unlawful, illegal, fraudulent, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically or sexually offensive or discriminatory, in any manner or in any way which is not permissible under applicable laws;
(vi)
Allow the Company to undertake such steps and measures to ensure compliance with the data protection laws, and allows the Company to, at the Company's cost and expense, audit Subscriber's use of the Software Tool and observe all of Subscriber's activity on the Software Tool. Subscriber will promptly notify the Company of any suspected or alleged breach of this Agreement and will cooperate with the Company regarding: (i) any investigation by the Company of any suspected or alleged violation of this Agreement; and (ii) any action by the Company to enforce the terms and conditions of this Agreement. The Company may suspend the Scope of Services or terminate any Authorized User's access to its Software Tool upon notice to Subscriber if the Company reasonably determines that such Authorized User has breached this Agreement.
(vii)
The Subscriber shall cooperate with the Company in regard to all instructions, rules, and procedures related to the proper functioning of the Software Tool and the Scope of Services under this Agreement. The Subscriber and its Authorized Users shall abide by all of Subscriber's obligations under this Agreement and with all laws and regulations applicable to this Agreement and shall perform such obligations and compliances promptly and diligently.
(viii)
Any breach of any of the above-mentioned obligations will be considered as a material breach on the part of the Subscriber, thereby giving a right to the Company to automatically terminate this Agreement.
(ix)
Subscriber acknowledges and admits that it has understood the nature, efficiency and limitations of the Software Tool.
(x)
Notwithstanding any to the contrary set out in this Agreement, the Subscriber acknowledges that the Software Tool to be provided hereunder is dependent on third-party application programming interface/ (s) "API(s)" and third party AI systems (which have been integrated with the Software Tool) and performance of the Software Tool may be affected, when access to such API/ third-party application programming interface/ AI system is restricted / not available to the Company.
(xi)
The Software Tool can only be used for Permitted Purposes as listed in Annexure B hereto.
(xii)
The complex software / Software Tool is never wholly free from defects, errors and bugs, and the Company gives no warranty or representation that the Software Tool will be wholly free from such defects, errors and bugs. However, in case of any such defects, errors and bugs, the Company shall take all reasonable efforts to correct the defects.
(xiii)
The Company does not warrant or represent that the Software Tool will be compatible with every application, program or software that Subscriber may want it to be.
3. TERM AND TERMINATION
3.1.
Term: This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section.
3.2.
Termination for Convenience: Either Party may terminate this Agreement by providing sixty (60) days' prior written notice.
3.3.
Termination for Cause: Either Party may terminate this Agreement upon written notice if the other Party breaches the Agreement and fails to cure such breach within thirty (30) days of notice.
3.4.
Effect of Termination: Upon termination, Subscriber shall immediately cease use of the Services, and Company shall provide Subscriber with a data export. Any outstanding fees shall be due immediately.
4. FEES AND PAYMENT TERMS
4.1.
Fees:
4.1.1.
Subscriber shall pay Company fees as specified in the applicable SOW(s) as per Annexure B.
4.1.2.
Customization of workflows and dashboard, if necessary, shall be taken up at additional customization fee, which shall be agreed upon in writing.
4.2.
Invoicing and Payment Terms:
4.2.1.
Payments shall be made within thirty (30) days of invoice issuance.
4.2.2.
Late payments shall incur interest at 1.5% per month or the maximum rate permitted by law. In case of non-payment of Subscription Fee by the Subscriber for a period beyond 30 (thirty) days from its due date, without prejudice to its rights under this Agreement for charging interest and termination and under law, the Company shall have the right, at its own discretion, to withhold the access and use of the Software Tool and / or provision of the Scope of Services immediately to the Subscriber.
4.3.
Taxes:
4.3.1.
The fee payable under this Agreement is exclusive of all taxes of the nature of goods and service tax, value added tax and any other taxes which shall be paid by the Subscriber, excluding those based on the Company's net income.
5. DATA PRIVACY, SECURITY, AND BACKUP POLICY
5.1.
Data Ownership:
5.1.1.
Subscriber retains full ownership of all Subscriber Data processed through the Services as detailed in Annexure E.
5.1.2.
The Company shall not claim any rights over Subscriber Data except as necessary for service delivery and improvement.
5.2.
Security Measures:
5.2.1.
The Company shall implement industry-standard security protocols as outlined in Annexure C.
5.2.2.
The Company shall conduct periodic security assessments and audits to ensure compliance as per Annexure C.
5.2.3.
Security breach response shall be handled in accordance with the processes set forth in Annexure C.
5.2.4.
The Company enforces robust security protocols leveraging AWS infrastructure to ensure the highest levels of protection. Security mechanisms include:
● Network security infrastructure: Implementation of AWS Virtual Private Cloud (VPC) for secure resource segregation and controlled traffic ingress and egress. Access control is managed through AWS Identity and Access Management (IAM), adhering to the principle of least privilege.
● Data Encryption: All data is encrypted both at rest and in transit using AWS Key Management Service (KMS) and Secure Sockets Layer (SSL).
● Monitoring and Logging: AWS CloudTrail and Amazon CloudWatch provide real-time monitoring, logging, and anomaly detection to swiftly mitigate potential breaches.
● Authentication: Secure authentication is enforced through JWT (JSON Web Tokens) with cryptographic signatures using HMAC or RSA, ensuring data integrity and secure access.
● Password Security: Bcrypt hashing protects passwords against brute- force and dictionary attacks, ensuring computationally intensive password security mechanisms.
5.3.
Data Backup & Recovery:
5.3.1.
The Company utilizes AWS Backup for automated replication of mission- critical data to Amazon S3.
● Data versioning capabilities enable point-in-time recovery and ensure rapid restoration when needed.
● Upon subscription termination, all sensitive and private data is exported securely and permanently removed.
5.3.2.
Backup retention and retrieval timelines shall be governed by Annexure E.
5.4.
Compliance:
5.4.1.
It is hereby acknowledged and understood by the Parties that any and all data being made available on the Software Tool by its usage by the Subscriber or its Authorised Users and that that all and any such Data shall be collected, stored, processed and transmitted by the Subscriber, in accordance with the applicable laws, general scope of work and instructions as provided by the Company and as per the terms as per this Agreement.
5.4.2.
The Company shall comply with all applicable data protection laws, including but not limited to GDPR and CCPA, as detailed in Annexure E to the extent applicable to it in its capacity as a Data Processor and likewise, the Subscriber shall comply with all such applicable data protection laws in its capacity as a Data Controller. For abundant clarity, it is agreed between the Parties that the Data which is available to the Subscriber or its Authorised User on or pursuant to the usage of the Software Tool, is made available on an 'AS IS' basis whether on the basis of the usage/testing done by the Subscriber or its Authorised Users or through other usage of the Subscriber or its Authorised User of the Software Tool. Accordingly, for the purposes of applicable law, the Subscriber acknowledges that as regards data processing, it is the data controller / data fiduciary and the processor. Further, the Subscriber shall remain in compliance with applicable data protection laws and shall use the data so collected in accordance with the data protection legislations and amendments introduced thereto, from time to time and use the data only for the purpose for which it is collected, and only for such duration as is required for the purposes of this Agreement and is permitted by law. It is further acknowledged by the Parties that the Software Tool can only be utilised for Permitted Purposes and the Company shall not be able to and is not responsible for flagging, filtering, refining, previewing any content for the Subscriber.
5.4.3.
It is also agreed that the Company shall process data only for the specified purposes and as per the agreed retention schedule outlined in Annexure B.
5.5.
Third-Party API Integration – OpenAI:
5.5.1.
OpenAI API Security Measures: Company integrates OpenAI's API with rigorous security protocols to safeguard user data. The following security frameworks are enforced:
● Secure Communication Channels: All API communications are encrypted using TLS 1.2+ (or TLS 1.3) to prevent unauthorized access.
● Limited Data Retention: OpenAI retains API requests for 30 days solely for abuse monitoring, after which the data is purged and excluded from model training.
● Data Anonymization: All data transmitted to OpenAI undergoes de- identification.
● API Key Management: Regular key rotation prevents unauthorized access.
● Data Minimization: Only essential data is transmitted for processing.
● Infrastructure Security: Firewalls restrict unauthorized access, and mutual TLS (mTLS) ensures bidirectional authentication.
● Compliance Standards: Adherence to GDPR, SOC 2, and ISO 27001 standards, with comprehensive organizational security policies governing data handling and access controls. Notwithstanding anything contained above, and given that the Company claims no control or responsibility over any security measures offered by OpenAI, the Company disclaims any and all liability or loss that may be caused by any the usage of OpenAI's API (whether due to any breach of applicable laws, any breach of OpenAI policies or any breach by OpenAI of any applicable laws or third party intellectual property rights.)
5.6.
Notwithstanding anything set out in this Clause 5, it is acknowledged between the Parties that each of the provisions of this Clause 5 shall always be subject to due compliance with Clause 2.5 above (including but not limited sub-clauses (vii) and (x) of Clause 2.5 (c) above).
6. INTELLECTUAL PROPERTY RIGHTS
6.1.
Ownership of IP:
6.1.1.
Ownership of the Software Tool: Subscriber acknowledges and agrees that the Company owns and shall own, all right, title, and interest, including all Intellectual Property Rights, in and to the Company Software Tool and all interest and right in matters relating to the Scope of Services, and any associated technology, software, data and documentation, including any improvements, upgrades, modifications, and enhancements made to the Software Tool or to the Scope of Services, as a result of Subscriber's use of the Software Tool and delivery of the Scope of Services to the Subscriber hereunder. The Software Tool, and the Company's provision of the Scope of Services related thereto, were developed and compiled using the Company's proprietary information, ideas, inventions, know-how, methods, processes, software, tools, works of authorship, trade secrets and technologies that are owned by the Company (whether developed by or for the Company or otherwise acquired from a third party). Subscriber acknowledges and agrees that the access to the Software Tool provided to Subscriber and its Authorized Users under this Agreement constitutes only a limited subscription and that under this Agreement and the Subscriber acquires no ownership interests of any kind whatsoever in the Software Tool or in any ideas, methods, processes, software, tools etc. utilized by the Company as part of the Scope of Services provided by the Company under the terms and conditions of this Agreement. To the best of knowledge of the Company, the Software Tool does not infringe upon any copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that the Company has not entered into an agreement that would conflict with its obligations under this Agreement.
6.1.2.
Subscriber Data: Subscriber agrees that the Company may use and rely on the Subscriber's Data in performing the Scope of Services. The Parties hereby agree that the Subscriber shall be the sole owner of all Subscriber Data. Subscriber acknowledges and agrees that it bears all responsibility and liability for the accuracy, completeness, possession and use of the Subscriber Data. Subscriber warrants and represents that Subscriber's use of any sensitive personal data or information of a person or personally identifiable information (all together, "PII") included in Subscription Data and the use of the Subscription Data on the Software Tool and the results / output generated therefrom by the Subscriber or its Authorized Users in terms of this Agreement shall at all times be in compliance with all applicable local statutes, rules, laws and regulations including, without limitation, laws related to relevant consumer privacy protection, deceptive trade practices, online marketing, and advertising. Unless preservation is required by law, the Company shall be entitled to permanently purge any Subscriber Data including all communication content (including but not limited to chat room discussions of the Subscriber, if any with any third party) obtained and stored by the Subscriber on the Software Tool upon the termination of this Agreement or when the same is no longer necessary for the Subscriber's purposes (as intimated to the Company by the Subscriber), whichever is earlier. Additionally, at the end of every year during the term of this Agreement, the Company shall be entitled to purge all Subscriber Data including any data retrieved by the Software Tool for the Subscriber and / or stored by the Company. However, during the term of this Agreement, at any- time before the Company may purge the Subscriber Data in terms of this Clause, the Subscriber may request in writing with a notice of not less than 15 (fifteen) days and obtain a copy / back-up of the same at its costs.
6.1.3.
It is clarified amongst the Parties that in terms of the format / nature of the work product arrived at on the Software Tool's use by the Subscriber or its Authorized Users and the Subscriber shall not have any intellectual property rights or ownership rights over the same; provided however the result that is generated shall belong to the Subscriber.
6.1.4.
The Company retains the sole right and discretion to choose what upgrades it makes to the Software Tool. Further, the Company may vary the Subscription Fee and charge such additional fee as it may deem fit for the upgrades carried out to the Software Tool; provided however that the Subscriber shall not be subject to any additional charges arising out of the application of the upgrade, where access to or use of any new functionality is not made chargeable by the Company to all the Subscribers of the Company using the Software Tool.
7. REPRESENTATIONS AND WARRANTIES
7.1.
General Warranties: Each Party represents and warrants to the other Party that:
(a)
It is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation.
(b)
It has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement.
(c)
It shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and
(d)
There is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.
7.2.
Notwithstanding anything to the contrary, the Subscriber or its Authorized User, expressly acknowledges and agrees that the Software Tool or the Scope of Services are provided on a "as is" and "as available" with all faults and without warranty of any kind, and the Company and/or its affiliates, its officers, directors, employees, agents or contractors disclaim all warranties and conditions with respect to the Software Tool or Scope of Services, either express, implied or statutory, including but not limited to the implied warranties or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose of accuracy or enjoyment and non- infringement of third party rights. The Company does not warrant the enjoyment of the Software Tool or Scope of Services, that the functions contained in the Software Tool or the Scope of Services performed or provided by, the Software Tool or the Scope of Services will meet the Subscriber or its Authorized User requirements, that the operation of the Software Tool or provision of Scope of Services will be un-interrupted or error free, or that the defects in the Software Tool or Scope of Services will be corrected. Any oral or written information or advice given by the Software Tool or during the provision of Scope of Services by the Company and/or its affiliates, its officers, directors, employees, agents or contractors or on their behalf shall create no warranty.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1.
Limitation of Liability: The Company's total liability shall not exceed the total fees paid by Subscriber in the twelve (12) months preceding the claim.
8.2.
Indemnification by Subscriber: Subscriber shall indemnify and defend Company against claims arising from misuse of the Services.
9. CONFIDENTIALITY
9.1.
Each Party shall protect Confidential Information from unauthorized disclosure. Neither Party will use the other Party's Confidential Information for any purpose other than to exercise its rights and obligations under this Agreement. Except as otherwise agreed in terms of this Agreement, a Party will not disclose the other Party's Confidential Information other than to those of its employees and contractors who are subject entirely to its control and who need to know such Confidential Information for purposes of this Agreement; provided that each such employee and contractor is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. Each Party will use the same efforts to protect the confidentiality of the other Party's Confidential Information that it ordinarily uses to protect the confidentiality of its own confidential information of like importance, but in no event less than reasonable efforts.
9.2.
Exclusions: Confidentiality obligations shall not apply to publicly available information or disclosures required by law.
10. GENERAL PROVISIONS
10.1.
Force Majeure: Neither Party shall be liable for delays due to events beyond their control.
10.2.
Assignment: Subscriber may not assign rights under this Agreement without Company's consent.
10.3.
Entire Agreement: This Agreement and all annexures constitute the entire agreement between the Parties.
10.4.
Relationship between Subscriber and Company: None of the provisions of this Agreement shall be deemed to constitute a partnership, joint venture or principal-agent relationship between the Parties hereto and neither Party shall have any authority to bind or shall be deemed to be the agent of the other in any way except as set out herein.
10.5.
Governing Law: The terms of business laid under this Agreement shall be governed by and construed in accordance with the laws of Delaware State, USA, and any dispute arising out of this Agreement or these terms shall be subject to the exclusive jurisdiction of the courts at Delaware State, USA.
10.6.
Non-Solicit: The Subscriber shall not, during the Term of this Agreement or for a period of 2 (two) years thereafter, whether directly or indirectly through its affiliates or related parties recruit any whole-time employee or retainer or consultant with the Company or its affiliates or attempt to induce any such or retainer or consultant to leave the employ / retainership / consultancy of the Company or its affiliates, without a prior written consent of the Company.
10.7.
Notices: Any notice given pursuant to this Agreement shall be in writing and shall be given by certified official mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. In the event of a change of address or e-mail of a party, such party shall provide to the other an advance notice of such change in writing, 30 (Thirty) days before such change is effective.
10.8.
Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile/Digital/ Scan signature may substitute for and have the same legal effect as the original signature.
10.9.
Terms and Conditions to be read in entirety: This Agreement and its attached Annexures constitute the entire agreement between the parties and supersede any and all previous representations, understandings, discussions, or agreements between Subscriber and Company as to the subject matter hereof and in the case of any conflict between the Annexures and this Agreement, the terms of this Agreement shall prevail. An instrument in writing signed by both the Parties may only amend this Agreement.
10.10.
This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.
10.11.
If any provision of this Agreement is invalid, unenforceable, or prohibited by law, this Agreement shall be considered divisible as to such provision and such provision shall be imperative and shall not be part of the consideration moving from either Party hereto the other, and the remainder of this Agreement shall be valid, binding and of like effect as though such provision was not included herein.
10.12.
No waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by the Parties.
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