"Account" - refers to any Accounts or instances created by, or on behalf of, the
Subscriber or its Affiliates with the Provider.
"Affiliate(s)" - pertains to entities that directly or indirectly control or are
controlled by, or are under common control with, the Party. This control may be
exercised through the ownership of voting securities, contractual arrangements,
"Agent" - denotes an individual authorised to use the Service through the
Subscriber's Account as an Agent, Account Provider, or Administrator.
"Agreement" - refers to this Software as a Service Agreement, including all
annexes, schedules, and amendments.
"Associated Services" - encompasses products, services, features, and
functionality designed to be used with the Services but not included in the
"Effective Date" indicates when this Agreement comes into effect and binds both
"End-User" - signifies any person or entity other than the Subscriber or Agents
with whom Subscriber, Agents, or other end Subscribers interact using the
"Provider" - designates the company or entity offering the Software and is a
Party to this Agreement. It may also be referred to as "Us," "We," or "Our."
"SAAS" - pertains to the products and services used or ordered by the Subscriber
online through any medium, on a trial or paid basis, as defined in the next
section. This includes applicable software, updates, API, documentation, and all
Associated Services provided under this Agreement. We reserve the right to
modify the name, prices, and description of the Service.
"Service Data" - refers to electronic data, text, messages, communications, or
other materials submitted to and stored within a service by the Subscriber,
Agents, and End-Subscribers in connection with the use of the service. However,
this excludes the contact details of the Agent.
"Service Fee" - designates the Service Fee paid by the Subscriber to the
Provider for the Subscription of the SAAS, as specified under this Agreement.
"Subscriber" - denotes the Party purchasing/subscribing to the SAAS, as
indicated on the service order/invoice. It may also be referred to as "You" or
"Website" - signifies a website operated by the Provider at including any mobile
apps or other software forming part of the SAAS.
SCOPE OF PERMITTTED USE:
The Subscriber agrees that its purchases are not contingent on the delivery of
any future functionality or features or dependent on any oral or written public
comments by the Provider regarding future functionality or features.
The Provider reserves the right to modify the features and functionality of the
Services during the term of the Subscription. In the event of the deprecation of
any material functionality, the Provider will provide advance notice of 30
(thirty) working days to You.
Access to certain Services is restricted to authorised personnel with valid
credentials. The Account credentials of Agent-based Accounts shall not be
shared, and a single Account shall not be used by multiple individuals
The Subscriber shall uphold the limitations set out under this Agreement or
order form. In case the Subscriber exceeds the specified subscription limit, an
additional Service Fee may be charged for such usage.
The provision and use of SAAS in certain jurisdictions are subject to certain
Region Specific Terms. Furthermore, some elements of the SAAS may be provided by
third-party service providers.
If You purchase any additional services or packages from Us, this Agreement will
apply to all additional orders and features that you activate within your
You must be at the age when you have the legal rights and responsibilities of an
adult in the jurisdiction where You reside and from which You use the Services.
If You are below that legal age then you may only use the Service under the
supervision of a parent or guardian.
Free or Trial Subscription
The Subscriber can use some Services for free for a limited time or on a trial
basis. Till the end date of your free subscription or the start date of the paid
subscription (whichever comes first), you can avail the free service for the
The Subscriber agrees to follow the free service's limits, such as storage, user
limit, and bandwidth. Also, the subscriber needs to export all the data before
their free period or trial period ends, if they failed to do so then in that
case, the data will be lost once the trial or free period ends.
The Provider shall provide the Subscriber with a setup service for the SAAS, as
described in the Order Form. The setup service shall include installing,
configuring, testing, and training the Customer's authorised users on the SAAS.
The setup service shall be completed within the time frame specified in the
Order Form or as otherwise agreed by the parties in writing. The Customer shall
cooperate with the Provider and provide all necessary information, access, and
assistance for the setup service.
The Customer shall pay the Provider the setup fee as outlined in the Order Form
per the payment terms of this Agreement.
The Service will be available to you subject to this Agreement and the
applicable order(s). The Provider will use commercially reasonable efforts to
make the Service available 24 hours a day and seven days a week, except during
the planned downtime with advance notice to You or the occurrence of a Force
The Provider shall use commercially reasonable efforts to provide the Customer
with technical support for the SAAS per the terms and conditions of this
The Provider shall provide the Customer with a dedicated support email address
and a web-based ticketing system for reporting and tracking any issues or
requests related to the SAAS.
The Provider shall also provide the Customer access to online documentation,
FAQs, tutorials, and other resources for effectively using the SAAS. The
Provider does not guarantee that the SAAS will be error-free, uninterrupted, or
meet all of the Subscriber's requirements or expectations.
ACCEPTABLE USE POLICY:
By utilising our services, you agree not to participate in any unlawful or
prohibited activities that could harm our platform, services, or overall
Bandwidth Usage and Performance:
Please refrain from engaging in any activities that may result in excessive
bandwidth consumption, degrade the overall performance of our services, or
disrupt the platform's functioning. Such actions can adversely affect other
users' experiences, which we strive to prevent.
Competitive Benchmarking and Product Development:
Using our services for competitive benchmarking or developing a product or
service that directly competes with ours is strictly forbidden. We encourage
fair competition but expect our users to respect intellectual property and
refrain from exploiting insider knowledge gained from using our services.
Harassment and Abuse:
You are hereby expressly prohibited from using our SAAS for any type of
harassment, abuse, threats, or any violations of legal rights.
Fraudulent Activities, Unlawful Gambling, Sweepstakes, or Pyramid Schemes:
Engagement or participation in fraudulent activities, illegal gambling
activities, sweepstakes, or pyramid schemes using our services is strictly not
allowed. We encourage ethical conduct and compliance with all relevant laws and
Obscene or Defamatory Material:
Publication or distribution of obscene or defamatory material using our services
Unlawful Gathering of Information:
The unauthorised gathering of personal information about individuals is strictly
forbidden under our acceptable use policy. We will emphasize the importance of
respecting others' personal data.
You are explicitly prohibited from using our SAAS and its content for the
Engaging in any unlawful activities.
Soliciting others to engage in illegal acts.
Infringing on any third party's intellectual property or proprietary rights.
Violating local, federal, or international laws, statutes, ordinances, or
Engaging in abusive, invasive, or harmful conduct towards others.
Posting defamatory, threatening, indecent, abusive, obscene, or pornographic
Uploading or transmitting viruses or malicious code.
Collecting or tracking personal information without consent.
Damaging or impairing the platform's functionality.
Engaging in spamming, phishing, or other unethical practices.
When using our SAAS, we want to make sure you're well-informed about your
responsibilities. To ensure a smooth and secure experience, let's dive into the
subscriber obligations that we kindly ask you to adhere to:
Complete and Up-to-Date Information
Please provide accurate, complete, and up-to-date contact and billing
information. Keeping things current ensures seamless communication between us.
Guard Your Credentials
Your username and password are like golden keys, so guard them with
confidentiality. Treat them like your treasure, and never share them with anyone
Security of Identifying Information
The safety and security of your identifying information are paramount. Please
ensure its safeguarding and let us know if any changes occur to avoid confusion.
Rapid Response to Compromised Credentials
We understand that unfortunate incidents can happen, so in case your credentials
are compromised, let us know immediately in writing. Together, we'll tackle the
Billing Information Protection
Just like your identifying information, the billing details you provide must be
accurate and kept confidential. Any misuse or fraudulent activity will not be
tolerated and may lead to termination.
Compliance with Laws and Regulations
We are committed to operating within the boundaries of the law, and we expect
the same from you. Please ensure that your use of our services complies with all
applicable laws, regulations, and privacy notices.
Data Protection and Privacy
When handling any personal data through our services, we request you to comply
with all applicable data protection and privacy laws.
TERM, TERMINATION, RENEWAL AND SUSPENSION:
The term of service refers to the duration during which the service agreement
remains valid. It begins upon the commencement of a valid subscription and
continues until the agreement is terminated, either by fulfilling all
obligations or by an early termination. The specific length of the term is
determined by the terms specified in the service order or invoice.
Recurring Subscription and Payment
In the case of a recurring subscription scheme, when an existing plan expires,
an amount equivalent to the Software as a Service (SAAS) fee will be
automatically deducted. The subscriber needs to ensure a successful payment
process. Failure to make the payment within the stipulated 15 (fifteen) calendar
days from the due date may result in the suspension or termination of the
Termination by Either Party
Either party involved in the service agreement has the right to terminate the
account and subscription at the end of the current subscription term. To
initiate the cancellation process, the subscriber must provide the other party
with a notice period of 30 (Thirty) calendar days to the other party.
The following steps can be taken to cancel the subscription:
Termination by the Provider
The service agreement can be ended by the Provider if in case the
Subscriber commits a breach of any terms that are outlined in the
contract. This includes but is not limited to, infringing upon the
Provider's or a third party's intellectual property rights, failure to
comply with applicable laws or legal obligations, and publishing or
distributing illegal material. In any such cases, the agreement may come
to an end and also Subscriber may face the consequences.
Termination for Material Breach or Insolvency
Any party can end the SAAS Agreement if the other party commits a
material breach of the terms specified or fails to comply with other
agreements or applicable laws.
If such a breach remains unresolved for more than 15 (fifteen) calendar
days, or if the other party becomes subject to bankruptcy or insolvency
proceedings, termination is permitted. In the event of a termination by
the subscriber under this clause, a refund for any prepaid service fees
covering the remaining subscription term will be provided. Conversely,
if the subscription is terminated by the Provider in accordance with
this clause, the subscriber must settle any unpaid service fees for the
remainder of the subscription term.
No Refunds for Early Termination
If the Subscriber terminates or cancels the subscription plan before the
subscription term ends then in this case there will be no refund or credit
granted to them for subscription charges, service fees, or payments.
Survival of Provisions
Upon termination of the service agreement, specific provisions are expected to
endure and maintain their full force and effect. Both parties involved will
remain bound by this agreement as long as the subscriber retains access to SAAS
or other related.
Data Access upon Termination
In the case of a paid subscriber, upon written request, the Provider will make
service data available for export or download to the subscriber for 10 (Ten)
calendar days following the effective date of termination, expiration, or
migration of the account. However, this access to service data is subject to
certain conditions. Service data that has been deleted by the terms outlined in
the agreement or due to a violation of applicable laws or legal orders may not
be retrievable. Furthermore, it is important to note that the Provider will have
no obligation to retain the service data beyond the specified period unless
required by applicable laws.
DATA OWNERSHIP AND SECURITY MEASURES:
Your Ownership of End-User Data
It is hereby agreed that the Subscriber shall retain all rights, titles, and
interests in any data or information submitted, uploaded, or transmitted by the
subscriber or its authorised users. It is also agreed that the Provider will use
reasonable efforts to ensure that the Subscriber's data remains secure and
protected within our systems.
Limited License to Process End-User Data
When you choose our services, you grant the Provider a limited, non-exclusive,
worldwide, and royalty-free license to process your End-User Data. This license
is essential for us to deliver an exceptional service experience and fulfill our
obligations under the Agreement and relevant laws.
Firewall Protection and Virus Screening Software
To fortify the security of our systems, we employ cutting-edge firewalls and
advanced virus screening software. These measures act as the first line of
defence against unauthorised access and potential threats. Regular updates to
the firewall and virus definitions ensure that our security infrastructure
remains robust and up-to-date.
Access Control and Encryption
We enforce strict access control mechanisms to limit entry to the Provider
System and SAAS. Through the implementation of secure logon identification and
password protocols, we ensure that only authorised individuals can access the
systems. Furthermore, we employ encryption techniques to safeguard sensitive
data during transmission, adding an extra layer of protection against potential
Intrusion Detection Systems and Incident Logging
Our security framework includes sophisticated intrusion detection systems,
allowing us to promptly identify any unauthorised attempts to access our
systems. In the event of a security incident, we maintain comprehensive incident
logs, providing valuable insights for investigations and remedial actions.
Prompt Application of Security Patches and Updates
Staying vigilant is crucial in the ever-evolving landscape of cybersecurity. We
prioritise the application of current security patches, virus definitions, and
other updates to ensure that our systems remain resilient against emerging
threats. By promptly addressing vulnerabilities, we minimise the risk of
security breaches and protect our subscribers' data.
Restricting Access to Subscriber Data
We adhere to a policy of limited access to Subscriber Data and Confidential
Information. Only employees or subcontractors who require access to fulfill
their service obligations are granted permission. Prior to accessing such data,
all personnel undergo thorough training and are required to comply with
confidentiality, security, and intellectual property provisions at a level no
less stringent than those detailed in this Agreement.
Notification of Security Breaches
As soon as there is any breach of Subscriber Data is discovered, we are
committed to letting our subscribers be notified of the same within 24 hours.
Our team will work closely with the subscriber to investigate and promptly
remedy the breach in a diligent and efficient manner. There will be no
disclosure of any security breaches to third parties without their written
permission prior as we understand the sensitivity of such incidents, except
where strictly required by applicable law. In the event that disclosure is
necessary, we will collaborate with the subscriber to minimize any potential
adverse impact on their operations.
Access to Subscriber Systems
In situations where access to the Subscriber's computer or electronic data
storage systems is required for us to fulfill our obligations, we strictly limit
such access to the specific tasks at hand. Our personnel with authorised access
undergo a strict vetting process and are bound by confidentiality agreements. We
maintain a record of the individuals granted access and notify the subscriber of
their identities. Furthermore, we adhere to the Provider Code of Conduct and any
other policies set forth by the subscriber, including the Subscriber Information
Security Policy and the Required Information Security Controls.
Compliance and Additional Prohibitions
We understand the importance of compliance with business control and information
protection policies. Therefore, we ensure that our access to subscriber systems
aligns with the guidelines provided by the subscriber. Additionally, we strictly
prohibit any unauthorised use of Subscriber assets, property, or systems. Our
commitment to maintaining the highest security standards extends to remote
access scenarios as well. We warrant that remote access to the Subscriber's
system from a networked computer will only occur through a firewall protected by
a dedicated 24/7 administrative staff. This firewall will meet the certification
standards of the International Computer Security Association (ICSA) or an
equivalent certification recognized by the Subscriber, particularly for ongoing
connections such as frame relay or T1 lines.
REPRESENTATIONS AND WARRANTIES:
When you engage with the SAAS and its associated services, it is vital to
recognise that your participation is entirely voluntary and at your own risk.
The provider explicitly disclaims any express or implied warranties, including
fitness for a specific purpose and merchantability. The interaction with the
SAAS also comes with some inherent risks, as listed below:
Technical risks refer to potential interruptions, delays, or unavailability of
the SAAS due to hardware, software, or network failures. Although we strive for
uninterrupted service, occasional technical difficulties may occur.
Compatibility risks encompass any incompatibility between the SAAS and your
hardware, software, or network environment. We recommend reviewing our system
requirements to ensure seamless integration and optimal performance. Our support
team is also available to assist you in addressing any compatibility concerns.
Security risks pertain to the protection of your data and the prevention of
unauthorised access, data breaches, or loss of data. The Provider prioritises
the security of your information and employ robust measures to safeguard it and
our dedicated security team continuously monitors and updates our systems to
mitigate potential threats.
By using the SAAS, you voluntarily accept and assume all risks associated with
its utilisation. The Provider emphasizes that we shall not be held liable for
any damages, losses, or harm arising from or related to the inherent risks of
SAAS and thus, the Providers encourages you to familiarise yourself with our
terms of service and exercise caution while using our services.
Informational Purposes Only
The Provider would like to clarify that the SAAS and the services we offer are
provided for informational purposes only. We want to make it clear that any
information posted on our website is not intended to be legal advice, medical
advice, or financial advice.
Furthermore, no fiduciary relationship is created between you and the Provider.
It is essential to acknowledge and understand this limitation.
By purchasing any of our services on the website or a third party platform, you
acknowledge that it is at your own risk. The Provider does not assume
responsibility or liability for any advice or other information provided on the
platform. We recommend consulting professionals for specific guidance tailored
to your individual needs.
IP License for Providing SAAS
During the subscription term, subscribers may submit service data into the SAAS.
By doing so, subscribers grant the Provider a limited, non-exclusive, worldwide,
royalty-free license to use, modify, reproduce, and display the service data
solely for the purpose of providing the SAAS and fulfilling obligations under
No Guarantees for Meeting Your Needs
The provider does not warrant that the SAAS or its related services will meet
your specific requirements. Moreover, they make no assurances regarding
uninterrupted, error-free, or secure services. It is important to be aware of
these limitations when utilising the SAAS.
User Accountability for Data and System Safety
In the event of any damage or data loss resulting from your use of the SAAS or
services, you bear sole responsibility. The provider cannot be held liable for
such damages or losses, emphasising the need for robust data protection measures
on your part.
Information, Products, and Services on an "As Is" Basis
All information, software, products, services, and related graphics provided
with the SAAS are presented "as is" and "as available." No warranties, expressed
or implied, accompany these offerings.
Disclaiming All Implied Warranties
The Provider explicitly disclaims all implied warranties, including
merchantability, fitness for a particular purpose, title, and non-infringement.
This stance applies to any dealings, usage, or trade practices involving the
Lack of Endorsement for Products and Services
The provider does not assert the suitability of the information, tools, add-ons,
etc., featured on the Website for any specific purpose. The inclusion or
offering of services on the website does not imply endorsement or recommendation
by the Provider.
No Warranty for Uninterrupted, Timely, or Error-Free Use
The Provider does not guarantee uninterrupted, timely, secure, defect-free, or
error-free usage. Engaging with the SAAS entails assuming these risks.
Furthermore, the Provider disclaims responsibility for any content found on the
No Guarantee for Accuracy of Third-Party Information
The Provider assumes no responsibility for the accuracy, currency, completeness,
or usefulness of information, views, opinions, or advice provided by third
parties or advertisers. While efforts are made to maintain consistency, the
Provider cannot guarantee accuracy and disclaims liability for any resulting
Rectifying Inadvertent Errors
Occasionally, errors, inaccuracies, or omissions may be present in the website
or the services, such as typographical errors or pricing discrepancies. The
provider reserves the right to correct such errors, inaccuracies, or omissions
at their discretion, even after you have submitted an order.
Safety Measures and Unauthorised Access
Although the Provider has implemented reasonable safeguards, they cannot
guarantee absolute protection against unauthorised third-party access to your
transmissions or data. The provider shall not be responsible for unauthorised
access, alteration, or loss of your data or any transactions conducted through
Limitations Due to External Factors
The Provider is not liable for any delays, cancellations, strikes, force majeure
events, or causes beyond their direct control. They are not responsible for
additional expenses, omissions, delays, or acts of any government or authority.
MODIFICATIONS TO THIS AGREEMENT:
Timely Notification of Modifications
The Provider acknowledges the significance of transparency and effective
communication. As such, the Provider commits to providing reasonable advance
notice of any changes to the Agreement that may materially affect the
subscriber's use of the Service or their rights. These notifications will be
delivered via email, notification alerts, or any other similar methods.
Subscriber's Right to Terminate
If the Subscriber does not agree with the proposed modifications to the
Agreement, they reserve the right to terminate the Agreement in accordance with
the Term and Termination clause specified herein. This ensures that subscribers
have autonomy over their decision-making process and can align their interests
with the terms of the Agreement.
Enforceability of Prior Agreement Versions
In the event that any part or sub-part of this Agreement is deemed ineffective
or invalid by a court of law, the Subscriber agrees that the prior version of
the Agreement, which was in effect and valid prior to the proposed
modifications, shall be considered enforceable and valid to the fullest extent.
Monitoring and Noting Modifications
Subscribers are encouraged to routinely monitor the Agreement for any
modifications or variations. It is essential to refer to the Effective Data
posted at the top of the Agreement to stay updated on any changes. Subscribers
should clear their cache when accessing the Agreement to avoid viewing a prior
version and ensure they have the most recent information.
By continuing to use the SAAS after any modifications to the Agreement,
subscribers explicitly demonstrate their continued acceptance and agreement to
be bound by the terms outlined herein. This active engagement reaffirms the
subscriber's commitment to the Agreement and acknowledges their understanding of
its evolving nature.
Waiver of Review Rights
Failure to monitor and review any modifications or variations of the Agreement
will be considered an affirmative waiver of the subscriber's right to review the
modified Agreement. It is crucial for subscribers to proactively stay informed
to protect their interests and maintain a clear understanding of their rights
LIMITATION OF LIABILITY:
Limitation of Direct Damages
In no event shall either party be liable to the other party for any direct
damages, including but not limited to, loss of profits, revenue, data, business,
or any other economic losses arising out of or in connection with this
Agreement, whether in contract, tort, or otherwise, even if advised of the
possibility of such damages.
Exclusion of Consequential and Indirect Damages
Neither party shall be liable to the other party for any consequential,
incidental, indirect, special, or punitive damages arising out of or relating to
this Agreement, including, without limitation, loss of goodwill, reputation, or
business interruption, whether in contract, tort, or otherwise, even if advised
of the possibility of such damages.
The maximum aggregate liability of either party for any claims, damages, losses,
or liabilities arising out of or relating to this Agreement, whether in
contract, tort, or otherwise, shall not exceed the total fees paid by the
customer to the service provider under this Agreement during the 12 (twelve)
months immediately preceding the event giving rise to the claim.
The limitations of liability stated in this Clause shall not apply to liability
intentional misconduct or willful negligence,
death or personal injury caused by either party's negligence, or
any statutory liability that cannot be excluded or limited by law.
Each party agrees to indemnify, defend, and hold the other party harmless from
and against any and all third-party claims, damages, liabilities, costs, and
expenses, including reasonable attorneys' fees, arising out of or in connection
with any breach of this Agreement or the use of the SAAS platform in violation
of applicable laws or regulations.
Notice of Claims
Any claim or cause of action arising under or in connection with this Agreement
must be made in writing within 6 (six) months after the occurrence of the event
giving rise to such claim.
Each party represents and warrants to the other that it owns full power and
authority to enter into this Agreement. Furthermore, it assures that the
Agreement is binding and imposed in accordance with its terms. Additionally, you
warrant and represent that you have the authority to ensure your allied
compliance with the terms stated herein.
This Agreement, along with all related communications, notices, and
documentation, shall be conducted in the English language. While translations
may be provided for convenience or informational purposes, they are not
guaranteed to be accurate or complete. In the event of any discrepancies or
conflicts, the English version of this Agreement shall prevail.
Jurisdiction, Venue & Governing Law
By utilising the SAAS or Services, you agree that any matter or dispute relating
to or arising out of this Agreement, as well as any dispute of any kind that may
arise between you and the Provider, shall be governed by the laws of India.
The Parties mutually agree that any dispute arising from or relating to this
Agreement shall be settled in accordance with the provisions of the Arbitration
and Conciliation Act, 1996, or any statutory modification or re-enactment
thereof in force at the time.
The Parties shall mutually appoint a single Arbitrator, with each Party bearing
its own costs and fees for the arbitration. The arbitration shall take place at
New Delhi and the language used in the arbitration proceedings shall be English.
The Agreement shall be governed by the laws of India, and the courts of New
Delhi shall have exclusive jurisdiction.
The Subscriber is prohibited from assigning, transferring, or delegating any
rights or obligations under this Agreement without the prior written consent of
However, the Provider retains the right to assign or transfer this Agreement,
either in whole or in part, to any affiliated entity or in connection with a
merger, acquisition, or sale of assets. Any attempted assignment in violation of
this clause shall be deemed null and void. This Agreement shall be binding upon
the parties and their respective successors and permitted assigns.
If any part or sub-part of this Agreement is held invalid or unenforceable by a
court of law or competent arbitrator, the remaining parts and sub-parts shall be
enforced to the maximum extent possible. The parties agree to replace the
severed provision with a valid and enforceable provision that reflects the
original intent of the Agreement to the fullest extent possible.
No failure or delay on the part of either party to exercise any right, remedy,
power, or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power, or privilege
preclude any other or further exercise of the same or the exercise of any other
right, remedy, power, or privilege under this Agreement.
Any waiver of any right, remedy, power, or privilege under this
Agreement shall be effective only if it is in writing and signed by the
party granting the waiver. Any such waiver shall be limited to the
specific provision waived and shall not be deemed to be a waiver of any
other provision or any subsequent breach or default.
The rights, remedies, powers, and privileges provided in this Agreement
are cumulative and not exclusive of any rights, remedies, powers, or
privileges provided by law or in equity.
The provisions of this Clause shall continue in full force and effect
even if any other provision of this Agreement is found to be invalid,
unenforceable, or terminated.
In the event that either party grants a waiver in a specific instance,
such waiver shall not be construed as a waiver of any other or future
rights, remedies, powers, or privileges, whether similar or dissimilar
Any waiver granted under this Clause may be revoked in writing at any
time by the party that granted the waiver, and such revocation shall be
effective as of the date specified in the revocation notice.
No act, delay, or omission by either party, or its agents or
representatives, in the exercise of any right, remedy, power, or
privilege under this Agreement shall be deemed to constitute a waiver of
that party's rights, remedies, powers, or privileges, or a waiver of any
subsequent breach or default.
Force Majeure shall mean any event or circumstance beyond the reasonable control
of either party, which makes it impossible or impracticable for that party to
perform its obligations under this Agreement. Such events may include, but are
not limited to, acts of God, natural disasters, fires, floods, earthquakes,
explosions, wars, riots, civil unrest, acts of terrorism, labor disputes,
strikes, lockouts, epidemic, pandemic, governmental actions, and any other
events or circumstances that are unforeseeable and unavoidable.
In the event of a Force Majeure Event, the affected party shall provide
written notice to the other party within a reasonable period, describing
the nature of the Force Majeure Event, its expected duration, and the
impact it may have on the performance of its obligations under this
During the continuation of a Force Majeure Event and to the extent that
it hinders the affected party from fulfilling its obligations under this
Agreement, the performance of those obligations shall be suspended, and
the affected party shall be excused from any resulting delay or
non-performance. The affected party shall make reasonable efforts to
mitigate the effects of the Force Majeure Event on its performance.
If a Force Majeure Event persists for a period that prevents the
affected party from performing its obligations for more than a
reasonable duration, the parties shall consult in good faith to
determine whether the Agreement needs to be amended, or the affected
party shall be granted an extension of time to perform its obligations.
If a Force Majeure Event substantially affects the feasibility of the
Agreement or if the parties are unable to reach an agreement on the
appropriate course of action, either party may have the right to
terminate this Agreement upon written notice to the other party, without
incurring any liability for such termination.
The occurrence of a Force Majeure Event and any resulting delay or
non-performance shall not constitute a breach of this Agreement by the
affected party, and the affected party shall not be liable for any
damages or losses arising directly or indirectly from such events or
During the Force Majeure Event, the parties shall continue to perform
their obligations under this Agreement to the extent that it is
reasonably practicable to do so and not affected by the Force Majeure
Both parties shall use reasonable efforts to mitigate the impact of the
Force Majeure Event on the performance of this Agreement.
Force Majeure Exclusivity:
Except as expressly provided in this Clause, the Force Majeure Event
shall not affect any other rights or remedies available to the parties
under this Agreement or applicable law.
Signed and delivered by the within-named parties: