This document is an electronic record and is generated by a computer system and does not require any physical or digital signatures.

By electronic execution of the Service Order and accessing and using the Company Platform (as defined below) and Services (as defined below), You (Customer, You or Your) are agreeing to these terms of service (hereinafter referred to as “Terms of Service” or “ToS”) and concluding a legally binding contract with Magiclane App Services Private Limited, or Verloop Labs Inc, or Verloop Labs Limited, or its affiliates, as may be mentioned under the Service Order. These entities may collectively be referred to as “Verloop Group“.

Hereinafter each of the entities mentioned above shall individually be referred to as “Company” or “We” or “Us” or “Our” or “Verloop” as the context may require and permit. If the context specifically requires, Magiclane App Services Private Limited has individually been referred to as “Verloop India” also. For the purpose of this ToS (as defined below), the Company and You may individually be referred to as a “Party” and collectively as “Parties”.

1. OVERVIEW

1.1 Introduction: Verloop Group or the relevant Verloop Group entity has developed a proprietary interactive artificial intelligence platform (“Company Platform”), which provides multichannel conversational engagement automation services including but not limited to customer support, sales and marketing and responses to FAQs (to be referred to as “Services” as particularly detailed under each Service Order (as defined below) executed between the Parties.

The Company provides Services through a ‘software as a service’ (SaaS) model wherein the Company Platform is integrated to Your online platform including but not limited to Your website or Your mobile application platform and/or social media channels/platforms as identified by You, in order to provide You with the Services (“Customer Platform”).

1.2 Applicability of ToS: You are required to carefully read through these ToS prior to using the Company Platform and Services. If You access and continue to browse, use the Company Platform or the website hosting the Company Platform or the Services, You irrevocably and unconditionally are agreeing to comply with, abide by and be bound by all the obligations as stipulated in this ToS, together with the Service Order, as may be executed between the Parties and our privacy policy, available at https://verloop.io/privacy-policy/ and any other applicable policies referred to herein or made available on the Company Platform. These ToS not only apply to the Company Platform, but any such other platform, application, or website through which the Services are rendered to You by the Company. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.

1.3 Updating ToS: Your use of the Platform and the Services is subject to Your adherence and compliance with these ToS, which may be updated, amended, modified or revised by the Verloop Group from time to time with or without notice to You. Your continued use of the Platform and the Services on and after any update, amendment, modification or revision shall mean Your agreement with the same. It is important for You to refer to these ToS from time to time to make sure that You are aware of any revisions, amendments or modifications.

1.4 Definitions: Please note that any terms herein which are capitalised but have not been defined under this ToS, the same shall have the meaning ascribed to it under the Service Order, executed between You and the Company.

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify a person’s identity and authorization to access and use the Company Platform, and shall also include an employee/ user’s registered employee identification number, or their official e-mail address, as the case may be.

“Applicable Law” shall mean all laws, statutes, regulations, bye-laws, binding codes of conduct and guidelines, whether local, national, international or otherwise existing from time to time which are applicable to the person, act or activity in question.

“Authorized Users” means all Personnel (as defined below) authorized by You to access and use the Company Platform and Services by providing them Access Credentials through Your authorized account to access the Platform.

“Confidential Information” shall mean all information (whether in written, oral, or electronic or other formats) which relates to the technical, financial and business affairs, customers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, know-how and personnel of each Party and its affiliates which is disclosed to or otherwise learned by the other Party in the course of or in connection with the Services , that the disclosure of such information treats such information as confidential and a reasonable person would consider such information to be confidential based upon the nature of the information.

“Customer API(s)” shall mean Application Program Interface(s) contained within the Hosted Services System of the customer and used to facilitate communications between Customer and company platforms and/or systems.

“Customer Data” shall mean all the data regarding Your business, products, services or any data relating to Customer Platform , including Personal Information shared by the End User(s) on the Customer Platform and shared by the Customer with the Company for provision of the Services.

“End Users” shall mean the users of the Customer Platform.

“Intellectual Property Rights” means any and all intellectual property rights whether registered or unregistered, and all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) works of authorship, designs, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection.

“Personal Information” means any information that 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: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, email address, or other similar identifiers; or (ii) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy or data security Law.

“Service Order” shall mean the mutually agreed and executed agreement by the Parties, wherein, the Parties have agreed upon the commercial terms and conditions including but not limited to integration of Services with the Customer Platform, provision of the Services by the Company to You, Your use of the Company Platform, payment of Service Fee (as defined below) by You to the Company, etc.

“Term” shall have the meaning as ascribed to it under the Service Order.

2. SERVICES

2.1 The Company shall provide You the Services in accordance with the terms and conditions specified here and the Service Order. In the event of conflict between the terms/provisions of this Terms of Service and the respective Service Order (including any exhibits or attachments thereto), the terms of the Service Order, as maybe applicable, shall prevail, but only as regard to that respective Service Order.

2.2 The Company shall provide the Customer a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable, revocable right to use and access the Services basis the terms and conditions specified herein and the Service Order.

2.3 Subject to the ToS and the Service Order, the Company will provide Customer the Services and technical support in accordance with the Service level terms provided herein or as may be provided under one or more Service Orders.

3. Termination

3.1 “Termination for convenience” : The Parties may terminate the Service Order for convenience by providing a 30 (Thirty) days prior notice to the other party. In case the Customer terminates the Service Order for convenience it shall be liable to pay the Company the Fees due for the remaining period of the Term.

3.2 “Termination for breach” : Either Party may terminate the Service Order in the event of a material breach by the other Party, provided such breach is not cured by the relevant Party within a period of thirty (30) days of being notified of such breach.

3.3 “Termination for liquidation or insolvency:” : Either Party may terminate the Service Order forthwith in any of the following circumstances: a.) if a Party is sought to be wound up or liquidated or any petition for winding up or liquidation has been admitted against a Party, or a Party has resolved through a resolution passed by the board of directors or its shareholders otherwise to wind up voluntarily; or b.) Where the business or assets of a Party are confiscated or seized as a result of governmental interference or if the Customer makes any assignment for benefit of its creditors; or c.) If a Party is declared bankrupt or if any distress or attachment is levied or any receiver is appointed in respect of the business or assets of a Party or if it takes any similar action in consequence of debt.

3.4 “Effects of Termination” :Upon any termination of the Service Order: a.) each Party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party; b.) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Service Order which existed at or before the date of termination shall not be affected or prejudiced; c.) in case of termination of the Service Order without cause by the Customer, the Company shall not be obligated to return the fees paid by the Customer till the date of termination of the Service Order.

3.5 Notwithstanding any termination or suspension, Parties shall not be released from or relieved of any claim of any nature or kind whatsoever, which one may have against the other, under or arising out of the Service Order or the ToS.

4. ACCEPTABLE USE OF SERVICES

4.1 General restrictions: Customer will not (and will not permit any third party to): (a) rent, lease, provide access to, resell, or sublicense the Services to a third party or provide the Services to a third party as a managed service; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code, except to the extent expressly permitted by applicable law (and then only upon advance notice to the Company); (d) copy or modify the Services or any part thereof, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services); (f) publicly disseminate information regarding the performance of the Services (g) use the Company Platform and the Services for the purpose of distributing unsolicited communications or messages;

4.2 Authorised Users: The Company will provide the Customer and its Authorized Users with Access Credentials to access and use the Company Platform, and hereby agrees and acknowledges that only the Authorized Users shall use and access the Company Platform only by using the Access Credentials. It is the responsibility and obligation of the Customer to safeguard the Access Credentials and not allow any third party to access and use the Company Platform.

4.3 General obligations: The Customer shall (a) comply with all Applicable Laws in connection with its use of the Company the Services and of Customer Data including those laws related to data privacy; (b) not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other Intellectual Property Right without first obtaining the permission of the owner of such information (d) ensure that Customer Data does not include any viruses, malware, or any other similar harmful content (e) ensure that valid Customer API(s) are available at all times for the Company to use and access for the purpose of providing the Services including but not limited to receive Customer Data from the Customer Platform. For the foregoing, the Customer grants the Company a limited, non-transferable, non-exclusive right to use Customer API(s) for the purpose of providing Services (f) provide the Company with all necessary co-operation and information required by the Company to fulfill its obligations including but not limited to completing the integration of Company Platform with Customer Platform.

4.4 Modification to Services: The Company reserves all the rights to modify and alter the Services and the Company Platform at its discretion. The Company will ensure that such modification will not directly or indirectly hinder or adversely affect the Services being provided by the Company.

4.5 Third-party use/software: The Company shall not be responsible for any defect or error (i) occurring due to reasons which are not under control of the Company and (ii) not reported to the Company or for any defect or error in the Company’s Platform due to modification or misuse of the Company’s Platform by the Customer and/ or its Authorized Users and/or its third parties who get access to the Company’s Platform via the Customer. Further, in the event the Services are integrated with any third-party platforms or software by the Customer including but not limited to any social media platforms/interactive platforms which shall be subjected to terms and conditions of such third-party platforms, to be complied by the Customer, in such cases, the Company shall not be liable if such third party platform restricts integration or adversely affects the performance, uptime and efficiency of the Services.

5. SERVICE LEVEL

5.1 The Services shall be available 99.9% of the time during the Term, measured monthly, excluding holidays and weekends and scheduled maintenance. If the Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Company’s control will also be excluded from any such calculation.

5.2 Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability, shall be that for each period of downtime lasting longer than one (1) hour, Company will credit Customer 5% (Five percent) of Fees to the Customer; provided that no more than one such credit will accrue per day. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in anyone (1) calendar month in any event. The company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of the Company to provide adequate service levels under this SOW No.1 or the Agreement.

5.3 Downtime shall begin to accrue as soon as Customer notifies the Company that downtime is occurring and shall continue until the availability of the Services is restored. In order to receive downtime credit, the Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.

5.4 Priority, SLA and Escalation Process: Verloop follows a process for customers to submit a complaint about a particular bug of a feature, a methodology, or anything else for that matter, which couldn’t be resolved directly within the platform. Before going into the steps of the escalation process, we have outlined the parameters on the basis of which the issue type & its priority is defined. This helps to maintain the same standards on both sides.

a. Priority level definition: The Priority is derived from the Impact. We should be able to derive an incident priority by selecting the impact of an incident.

a. Impact measures the effect of an incident on business processes. We can evaluate the impact based on the following criteria:

b. Priority is based on impact and is used to identify required times for actions to be taken.

c. The allocation of a priority code determines how the incident is being taken care of by the tool and the support staff.

d. It’s built on impact levels, leading to 4 priority levels, please refer to the table below.

e. Priority Matrix: It’s built on impact levels, leading to 4 priority levels.

Priority Urgency Issue types P0 Highest Environment outages. Channel outages. Latency. Chat assignment issues, single tick on messages sent by agents.

 

Priority	Urgency	Issue types
P0	Highest	Environment outages. Channel outages. Latency. Chat assignment issues, single tick on messages sent by agents.
P1	High	Major feature breaks with a very high business impact on customers. Examples – Business hour change, Bot responses not working at recipe level, Webhook failure on bot flow, RHS not working, chats not closing on set timeout, agent notifications.
P2	Medium	Medium level business impact on customers. Examples – Dashboard discrepancy, template issues, live chat issues (not including chat assignment/RHS not working)
P3	Low	Low business impact. Examples – good to have feature enhancements, and minor bugs. Examples – reset password, feature requests, and all other issues.

5.5 Customer SLA: Verloop differentiates between 4 types of SLA –

	P0	P1	P2	P3
First Response Time	<30mins	<12 hrs	<2 days	<5days
Update Frequency	<2hrs	<2days	<7days	<14 days

Table: Priority levels

5.6 Escalation Process:

Step 1: Document your complaint and report it to the Support Team via link (https://verloop-io.atlassian.net/servicedesk/customer/portal/1/group/-1) or email to support@verloop.io and cc the customer success manager (L1). The description should list the disputed issue(s) and factual evidence supporting the customer’s view. The list can include unanswered questions or concerns in timeline, anticipated outcome, etc. while discovering the product flow.

Step 2: Send your complaint to the Verloop Customer Success Manager: If issues are unresolved in the given time period, then the next escalation can be taken as a copy of the same email to the Customer Success Manager (L2). View this step as an opportunity to reach an agreement by making sure bugs/requirements can be understandable with the same set of information. The L2 support determines whether there is a substantive basis for the complaint/bugs, assessing the fact base and actuality of the claim.

Step 3: Send your complaint to the Verloop Customer Success Head: If issues are unresolved in the given time period of L2, then the next escalation can be taken as a copy of the same email to the Customer Success Head (L3). This step can be used to discuss what all other ways can be possible to resolve the issue as quickly as possible from a technological point of view. If the complaint/bug is accepted, the tech head conducts an independent analysis of both the complaint and evidence relating to the dispute and moves it toward resolution.

Step 4: Send your complaint to the Verloop Director of Customer Experience: If issues are unresolved in the given time period of L3, then the next escalation can be taken as a copy of the same email to the Director of Customer Experience (L4). This step can be used to resolve the issue as quickly as it can.

5.7 Pursuant to this Terms of Service You acknowledge and agree that the Services being provided by the Company are completely dependent on the Data provided by You and are subject to the specific uptime, scheduled downtime and reasonable resolution time as detailed under the respective Service Order. Therefore, the Company shall not be liable, and You shall not raise a claim on the Company, for any amounts, losses or liability (ies) incurred by You on account of any defects, bugs or errors in the Company Platform and/or the software, tools and materials used for the performance of Services caused due to the Data, or for any of the specific uptime, scheduled downtime and reasonable resolution time as detailed under the respective Service Order executed between the Parties.

6. CUSTOMER DATA

6.1 The Customer grants the Company a limited, worldwide, non-transferable, non-exclusive, non-sublicensable, royalty-free right to use and process the Customer Data, during the Term solely to the extent required to enable the Company to provide the Services to the Customer. Notwithstanding anything to the contrary, Company may collect, aggregate and analyze the Company Data to improve and enhance the Services

6.2 The Customer shall be solely liable for (i) the accuracy, quality, content, legality and use of Customer Data, including the means by which the Customer has acquired, collected and transferred such Customer Data; (ii) compliance with any Applicable Law (including applicable data protection and intellectual property rights) (iii.) obtaining necessary consent from the End User for the purpose of Company using the End User data for the provision of the Services. Customer shall ensure that the Customer has provided for prominent notice of use of the data of such End User for Services and has made reasonable efforts that their End User has reviewed their privacy policy.

6.3 The Company will use reasonable efforts to maintain the privacy and confidentiality of the Customer Data and will put in place reasonable safeguard and system for the same including physical, technical, administrative, and organizational safeguards and in doing so, shall observe compliance with Applicable Laws, including applicable data privacy laws.

6.4 The Customer acknowledges that the Company exercises no control or verifies, the content of the information transmitted by Customer or Customer Data.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Customer will remain the owner of the Customer Data. Company hereby agrees and acknowledges that any rights, titles and interest, including any Intellectual Property Rights in and to the Customer Data, shall solely vest with the Customer.

7.2 The Customer acknowledges and agrees that the Company owns all Intellectual Property Rights in the Company Platform and the Services. Except as expressly stated herein, the Service Order or the ToS does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Company’s Platform, Services or any ancillary software, services or documents provided by the Company as part of the Services. The Company shall freely use and incorporate into Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Authorised Users relating to Services.

7.3 The Company shall own all Intellectual Property Rights in any customization(s) or any other changed, adapted and revised version of the Company’s Platform and shall also have the absolute right, interest and title to all product design, code, changes that it may introduce to the Company’s Platform.

8. REPRESENTATION AND WARRANTIES

Each Party hereunder represents and warrants to the other Party as follows: (a) It has the full right and legal authority to enter into and fully perform in accordance with its terms;

(b) The Service Order, when executed and delivered by such Party, will be its respective legal, valid and binding obligation enforceable against it in accordance with its terms; (c) The execution and delivery of Service Order have been duly authorized by such Party, and such execution and delivery and the performance by each Party of its respective obligations hereunder, do not and will not violate or cause a breach of any agreement or other obligation to which it is a Party or by which it is bound or affected; (d) It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services; and (e) There is no proceeding pending or, to the knowledge of the Party, threatened that challenges or could reasonably be expected to have a material adverse effect on the ability of the Party to perform and fulfil its obligations.

9. FEES AND PAYMENTS

9.1 You shall pay to the Company a fee for the Services provided and the license to use the Company Platform granted by the Company to You under this Terms of Service and the Service Order (“Fees”). You shall pay the Company Fees as detailed under Your respective Service Order. The Fees payable by You to the Company is exclusive of the applicable taxes under the Applicable Laws and You shall be liable to pay any applicable taxes under the Applicable Laws for the use of the Company Platform and the Services provided by the Company in addition of the Fees.

9.2 The Company shall have the right to suspend the Customer’s access to the Services, on the following grounds: (i) late payment/non-payment of Fees; (ii) Customer’s breach of clause (Acceptable Use of Services); or (iii) in the event suspension is deemed necessary by Company to prevent or address a security incident, or other harm to Customer or other customers of the Company. The Company shall notify Customer of any such suspension and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved by the Customer. Such suspension will in no way affect Customer’s payment or other obligations under the ToS or Service Order.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Company Indemnification. The Company shall indemnify and hold harmless the Customer, its officers, directors, agents and employees from all direct liabilities against and in respect of any loss, claims, costs, damages, expenses, obligations, liabilities, actions, suits, including reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim resulting from or relating to any (i) claim alleging that the Services when used as authorized under the ToS or Service Order breach an Intellectual Property Right and (ii) breach of Applicable Laws. The foregoing obligation do not apply with respect to portions or components of the Service (i) which are not supplied by Company, (ii) that are modified by an unauthorized third-party after delivery by the Company(iii) combined with other products, processes or materials where the alleged infringement relates to such combination including third-party integration of the Services, and where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where Customer’s use of the Service is not strictly in accordance with the ToS or Service Order. If, due to a claim of infringement, the Services are held or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service or, (c) terminate the Service Order if the Company fails to procure such rights for the Customer.

10.2 Customer Indemnification. The Customer shall indemnify and hold harmless the Company, its officers, directors, agents and employees from all direct liabilities against and in respect of any loss, claims, costs, damages, expenses, obligations, liabilities, actions, suits, including reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim resulting from or relating to any breach by Customer (i) of clause 4 (Acceptable Use of Services) and any liability arising due to Customer Data (ii) harm to Services due to third-party platforms integrated on Customer’s request (iii) liability arising from End-User claims against the Company, due to Customer’s acts or omissions.

10.3 Notwithstanding anything stated herein, neither Party will be liable to the other, for any incidental, consequential, penal or indirect damages (including for loss of business, profits or Customer Data) even if advised of the possibility of the same. The aggregate liability of the Parties arising under this ToS or the Service Order shall be limited to the Fees payable or received by the Company from the Customer for the Services for in the 12 (Twelve) months immediately preceding the relevant Party’s notice of such claim.

11. WARRANTY AND DISCLAIMER

11.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. The Customer hereby acknowledges and agrees that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either directly by the Company or due to denial of services by third-party service providers required by the Company to provide Services, other problems inherent in the use of the internet and electronic communication, telecommunications, force majeure, or because of other causes beyond Company’s reasonable control.

11.2 To the extent permitted by law and subject to the Service Levels provided herein, the Customer agrees that the Services shall not, at all times, be available or free from virus or bugs. for reasons which are beyond the reasonable control of the Company nor does the Company warrants to the results that may be obtained from use of the Services. Accordingly, Company shall not be liable for any unauthorized disclosure, loss or destruction of Customer Data arising from such risks which are beyond the reasonable control of the Company. Except as expressly set forth in this section, the Services and implementation services are provided “as is” and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Customer may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

12. CONFIDENTIALITY

12.1 Each Party agrees to maintain the Confidential Information in strict confidence and, except to the extent expressly permitted herein or otherwise consented to in writing by the other Party, that the Confidential Information will not be disclosed by it or their respective representatives to any Person, except with the specific prior written consent of the other.

12.2 Each Party agrees as to any Confidential Information disclosed by a Party (the “Discloser”) to the other Party (the “Recipient”): (a) to take such steps necessary to protect the Discloser’s Confidential Information from unauthorized use, reproduction and disclosure as the Recipient takes in relation to its own confidential information of the same type, but in no event less than reasonable care; (b) to use such Confidential Information only for the purposes herein or as otherwise expressly permitted or expressly required or as otherwise permitted by the Discloser in writing; (c) not, without the Discloser’s prior written consent, to copy the Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in this ToS, or as needed for the purposes of this ToS, provided that any proprietary legends and notices (whether of the Discloser or of a third party) are not removed or obscured; (d) not, without the Discloser’s prior written consent, to disclose, transfer, publish or communicate the confidential information in any manner to any person except as permitted under this ToS.

12.3 The aforesaid shall not be applicable and shall impose no obligation on a Party with respect to any portion of Confidential Information which: (a) was at the time received or which thereafter becomes, through no act or failure on the part of Recipient, generally known or available to the public; (b) is already known to such Recipient prior to at the time or subsequent to disclosure by the Discloser from sources which to the Recipient’s knowledge are under no obligation of confidentiality to the Discloser; (c) has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the Discloser shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order; or (d) is developed by the Recipient without access to the Confidential Information, provided that such independent development is evidenced by written records.

12.4 The provisions of this Clause (Confidentiality) shall survive the termination of the Service Order till such time that the Confidential Information enters public domain.

13. GOVERNING LAW

13.1 The Terms of Service and Service Order shall be governed by laws in force in India, and shall be subject to the exclusive jurisdiction of courts at Bengaluru, India.

13.2 Any question regarding its existence, validity or termination, shall be referred to, arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) for the time being in force, which rules are deemed to be incorporated by reference in this (Dispute Resolution). The arbitral tribunal shall consist of a sole arbitrator appointed mutually by the Parties to the dispute. In case the Parties to the dispute do not agree upon or appoint a sole arbitrator within a period of 30 (Thirty) days, any of the parties to the dispute can approach a competent court of jurisdiction to request appointment of a sole arbitrator. Subject to the aforesaid, each Party to an arbitration shall bear its own expenses in relation thereto, including, but not limited to, such Party’s attorney’s fees and expenses, and fees of the arbitrator shall be borne equally by the Parties.

14. BETA RELEASE AND TRIAL ACCOUNT

If Customer receives free access or a trial or evaluation to Services (“Trial Account”), then Customer may use the Services in accordance with the terms and conditions specified herein for a period granted by the Company (the “Trial Period”). Trial Accounts are permitted solely for Customer’s use to determine whether to purchase a paid Services. Certain Trial Accounts may include pre-release and beta services or components (“Beta Releases”). Trial Accounts may not include all functionality and features accessible as part of a paid Services. If Customer does not enter into a paid Services, these ToS and Customer’s right to access and use the Services will terminate at the end of the Trial Period. Company has the right to terminate a Trial Accounts at any time for any reason. Notwithstanding anything to the contrary in this ToS, the Company will have no warranty, indemnity, liability, service level, or support obligations with respect to Trial Accounts or Beta Release, and if customer has a Trial Account, it waives all claims (defined above) against company arising out of the Trial Account or Beta Release.

15. MISCELLANEOUS

This Terms of Service along with the Service Order and the privacy policy are the entire agreement between You and the Company with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and the Company with respect to the Services. If any provision of the ToS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the ToS will otherwise remain in full force and effect and enforceable. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The ToS are personal to You and are not assignable or transferable by You except with Our prior written consent. We may assign, transfer or delegate any of its rights and obligations hereunder without Your prior consent. No agency, partnership, joint venture, or employment relationship is created as a result of the ToS or the Service Order and neither Party has any authority of any kind to bind the other in any respect. All notices under the ToS and the Service Order will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service. We shall have no liability to You under these ToS or the Service Order if we are prevented from or delayed in performing our obligations under this Terms of Service or the Service Order, or from carrying on its Business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, provided that You are notified of such an event and its expected duration. This Terms of Service shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Terms of Service.