Master Service Agreement

After the GO Live, Company will provide 14 days of HYPER CARE support to the Client. This period for support has to be consumed within 14 calendar days from the date of go-live. After that Project will be moved to General (complimentary 6 tickets per month support)Bugs/issues are part and parcel of any software solution and fixing them is what makes the software robust and improve over time. The company has an excellent Client satisfaction record and will try its best to fix/solve any issue promptly.  
The client should create tickets for issues via email/tickets portal along with the severity as below. Tickets will be promptly attended by Company Support teams.

1. Heading

The Parties have hereby entered into this following Agreement to establish a relationship where the Company has been engaged by the Client to deliver its Services of undertaking software services for the Client.

2. Services

The said terms and conditions shall govern the use and access to the Company’s website and all the content, services, and products available on the website,”).  The Company shall perform the services as set forth in any duly executed Proposal (Services”), as applicable, and shall be governed by the following terms.  Licensed Proposal Terms & Conditions 2.1 Licensing.

• The Client shall pay the License/Subscription cost at beginning of the period to continue usage of the services. The amount being paid  is only for License & resource efforts and excludes any hardware, and system software apart from those mentioned. The Client shall  procure all necessary hardware, Internet, and system software for this engagement and make them available before the start of the project.
• Licenses that are purchased post-activation shall expire on---
• Subject to Customer purchasing the right to access and/or use the Services and using such Services in accordance with the terms and conditions set forth herein, EULA and in the applicable Proposal, The Company grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable license to access and/or use the Services by the quantity of Users (and/or up-to the number of Users) during the term set forth in the applicable Proposal for internal use in accordance with said Proposal(s), the terms and conditions set forth herein, and any documentation provided by The Company as it relates to the Services. Holistically, this shall be referred to as the ‘Subscription,” and said Subscription is not for resale or further distribution unless otherwise agreed to by the parties in writing.  “Users” means the Customer’s employees, representatives, consultants, contractors, partners, or agents who are authorized by Customer to access and use the Services.  The Subscription is limited to the number of users as set forth in the applicable Proposal for the Subscription term.  Except as otherwise explicitly provided herein, or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize any User or third party to: (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services, or reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any Services or any other compiled software provided or made available by The Company hereunder; (ii) copy, reproduce, distribute, republish, download, distribute, disclose, encumber, time-share, license, sell, distribute, display, post and/or transmit any part of the Services in any form and/or by any means use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, sell, distribute, assign, rent, lease, or transfer any Services, any portion thereof, or any of Customer’s rights thereto; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); (iv) use any metatags and/or other “hidden text” using The Company’s name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in the Services or any materials provided or made available by The Company hereunder, or fail to reproduce any such notice or legend on any copy made of any such materials; (viii) intentionally hold The Company and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (ix) promote and/or provide information about illegal activities and/or harm and/or injury to any group, individual, institution and/or property; (x) take any action that materially interrupts or interferes with, or that might reasonably have been expected to materially interrupt or interfere with, the Service, The Company’s business operations or other customer; (xi) run any form of auto-responder and/or “spam” on the Services or use the Services to otherwise send “spam” to any third-party; (xii) use the Services in any unlawful way or for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; (xiii) circumvent or disable any security or technological features or measures of the Services; and/or (xiv) use the Services to conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, or unsolicited e-mail or multi-level marketing campaigns.  Any rights not expressly granted herein are reserved by The Company.
  

3. Users

Customer and its Users are responsible for maintaining the security of their accounts, and the Customer is fully responsible for all activities, damage, and/or misconduct that occur under their account and by their Users.  Customer represents and warrants that its Users of the Services will abide by the terms and conditions of this Agreement and Customer acknowledges and agrees that it shall be fully responsible for any User’s breach of this Agreement.  To obtain access to the Services, the Customer shall provide each User of the Services with a unique user ID.  When registering a User, each User must provide accurate information, and must promptly update all registration information to keep it accurate, current and complete. Only the User associated with a particular user ID may use that user ID to access or use the Services.  Customers may deactivate and reallocate logons or user IDs for the Services to different individual Users, as reasonable and necessary, from time to time.  Customer is responsible for the management and administration of any logons and user IDs (and any associated passwords and access privileges) to or for the use of the Services, in accordance with this Agreement and subject to the approval of the Company.  The customer shall strictly maintain the confidentiality of all such logins, user IDs, and passwords, and the Customer is solely responsible and liable for all transactions, activities, and other consequences resulting from the use or disclosure of such logons, user IDs, and passwords.  Customer shall promptly report to the Company any breach of confidentiality with respect to such logins, user IDs, passwords, or the Service, or any other problem with the Service, of which Customer becomes aware.  In no event shall Customer allow the Services to be accessed or used by a third party other than Customer and its authorized Users.  The Company reserves the right to refuse the use and/or access of such Services by any individual party other than Customer and its authorized Users.  Customer shall be liable for all acts and/or omissions of its Users that access and/or use the Service.

4. User Content

• The content that Customer and/or its Users upload to the Website Services, including without limitation document layouts, source code, pictures, video, and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, fonts, opinions, ideas, personalization settings, and other information and/or content, is defined collectively as “User Content” and Customer shall be liable for the accuracy, quality, integrity and legality of such User Content and of the means by which its users access and use the User Content.  Customer hereby grants The Company a worldwide, irrevocable, fully-paid, non-exclusive right and license to reproduce, distribute and display the User Content as necessary to provide the Services, and allows The Company to use Customer’s name and logo for The Company’s marketing purposes.  Customer represents and warrants that Customer owns all User Content or that Customer has permission from the rightful owner to use each of the elements of User Content, and that Customer has all rights necessary for The Company to use the User Content in connection with the Services.  Customer and its licensors retain the title, all ownership rights, and all Intellectual Property (as defined in Section 4, in and to the User Content and reserves all rights not expressly granted to The Company hereunder.  Notwithstanding anything herein to the contrary, The Company may collect aggregated, anonymized data that cannot identify any person and that is derived from and/or created through the use of the Services by Customer and/or its Users.
• Customer agrees that it will not knowingly upload any User Content that: (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens and/or incites violence towards any individual and/or group; (iii) is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability; (iv) is spam, is machine-generated or randomly-generated, constitutes unauthorized and/or unsolicited advertising, chain letters, any other form of unauthorized solicitation, and/or any form of lottery and/or gambling; (v) contains and/or installs any viruses, worms, malware, Trojan horses, and/or other content that is designed and/or intended to disrupt, damage and/or limit the functioning of any software, hardware and/or telecommunications equipment and/or to damage or obtain unauthorized access to any data and/or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights; (vii) impersonates any person and/or entity, including any of The Company’s employees and/or representatives; and/or (viii) violates the privacy of any third party or The Company employee and/or representative. The same shall be governed by the Privacy Policy of the Company.
• The Company does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content. However, The Company may, but shall not be obliged to, review, either by manual or automated means, all User Content which is or may be uploaded on this site, and monitor and/or review any areas of this site where Users transmit and/or post communications and/or communicate with each other and/or The Company (as applicable). The Company retains the right (but disclaims any obligation) to reject, not post, not use, remove, amend, deny access to, and/or delete any User Content, without notification, which breaches this Agreement, in line with the privacy policy of the Company. The Company retains the right to co-operate with any law enforcement authorities, or in response to court and other official requests directing that The Company disclose the identity of anyone posting User Content.
• Customer acknowledges and agrees that The Company utilizes third-party service providers to host and provide the Services and store User Content and the protection of such User Content will be in accordance with that third-party’s safeguards for the protection of the security, confidentiality, and integrity of the User’s data, in line with the privacy policy of the Company.  The customer is responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection, and backup of any User Content.  The Company is not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss, and/or failure to store any of, User Content and/or other information that Customer and/or its Users submit and/or uses in connection with the Services (including without limitation as a result of Customer errors, acts or omissions).

5. Ownership

The Company retains rights, title, interest, and ownership of, and all Intellectual Property and proprietary rights with respect to the Services, and any other materials provided or made available to Customer by The Company hereunder.  “Intellectual Property” means all intellectual property including without limitation all patents, inventions, trademarks, service marks, service names, trade names, and trade dress, copyrights and copyrightable works, trade secrets, know-how, design rights, database rights, and any other intellectual property or proprietary right in any jurisdiction, including any and all applications, registrations and rights of registration, reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions with respect thereto, any causes of action related to any violation, infringement or misappropriation thereof, and any income, royalties, damages, and payments due or payable with respect thereto.  Except for the rights expressly granted to Customer in this Agreement, all such Services and other materials that are provided or made available, all modifications, compilations, and derivative works thereof, and all Intellectual Property and proprietary rights pertaining thereto, are and shall remain the property of The Company and its respective licensors (and to the extent any rights of ownership in any such materials, works and/or rights might, for any reason, otherwise vest in Customer, Customer hereby assigns such ownership rights to The Company).

5.1 Heading

5.1.1  Implementation Locations

The project will be executed from the Client’s Base City for the following activities.

• Requirements Gathering
• Conference Room Pilot for Custom Modules, if applicable
• User Acceptance Testing
• Training
• Client will arrange/be charged at actuals for the traveling and accommodation for the consultants traveling out of Client’s Base City. if the same shall be required.

5.1.2  Implementation Vouchers

At the Project Kick-off, Hal’s Client Success will hand over Implementation vouchers, and quantity based on Project scope to the Client’s Project Manager. Any forthcoming Project Milestones will be executed with the Project Manager handing over the voucher to Client Success and at the end of each meeting, participants will sign the voucher and mention if there are any comments. Without vouchers, Client Success will not proceed with the milestones.

5.1.2  Project Milestones

Requirement Gathering is one of the Key Activities as per the Company Implementation Methodology.  The process that will be followed for requirements gathering would be as follows can be either of these approaches as Client Success will deem fit based on the Client business case

6. GAP approach

• HAL’s Client Success Manager will demonstrate the Standard system to Client Key Users.
• Key Users will mention Gaps from the system which will help them in running the operations
• Client Success will document the Gaps and send it for Client Approval
• Training.
• Once Client Key Users & Project manager approve, Project Team will start the Build.

7. As-Is To-Be Approach

1. Company will do the requirements gathering based on a standard questionnaire prior to the start of the Project for each module. The questionnaire will pertain to the current business process followed and the future business process that the Client would like to implement. The client can also indicate the current problems and business challenges faced using the current system or processes during this pre-project activity.
2. Based on this the AS-IS Document would be provided and the Client is required to provide a response to the document in advance (prior to the start of the project).
3. Once confirmed the Company will provide the TO-BE process so that the business users can provide valuable feedback if their requirements are being satisfied.
4. Company would conduct an interactive session with Client Key Users on the future business process.
5. It is assumed that the Client Business Representatives (Key Users Only) would provide a brief on their current business and the processes followed. They would also be required to provide details of the current system and processes followed and the current challenges faced in the business that they would want to be resolved. This would also involve a review of the responses in the document provided.
   
6. It is assumed that the Client Business Representatives (Key Users Only) would provide a brief on their current business and the processes followed. They would also be required to provide details of the current system and processes followed and the current challenges faced in the business that they would want to be resolved. This would also involve a review of the responses in the document provided.
   

Typical Problems that needed to be avoided at this stage:

• Extra Collection: We ensure that the requirement gatherings happen in areas defined within the scope of the project. The objective of gathering information is to provide a functional and effective system.
• Lack of barebone info: We need your team to provide at least the most critical info on each module.
• Lack of Scope understanding: We are working towards providing a solution to run operations and it is not a custom application development.
• Lack of Cooperation: Unless the Client’s team is cooperative in providing the correct information we shall not be able to ensure a properly working system.
• Lack of Consolidation: Instead of taking inputs from each end user which even might be contradicting each other we need to have some on consolidating the requirements of each process in scope.
  
• Req. Doc Sign-Off: Timely signoff is most critical to ensure that we can start the build and also to prevent any post-build or go-live issues.
  

8. Build

One requirement Gathering Phase is over, Client Success will orient the Project Development Team to start the Build.
Project Team will do the following:

• Set up Tenant/Server & all infrastructure requirements.
• Do necessary configurations.
• Implement Customizations (as per below section).
• Migrate Data (as per scope).
• Do Testing & handover to Client Success for Training/UAT.
• Implement UAT suggestions.
• Perform Go-Live activities & Go-Live.

8.1 Customization

Any Technical developments required other than the standard functionality of the Application is considered as a Customization (By Definition). Customizations are enhancement/unique process exit of existing modules and not the new module development.  
Any Customizations not mentioned in the Proposal/Requirements document are out of scope and will be accepted as change requests once Requirements Gathering Phase & UAT phases are completed. This will ensure the go-live date is not impacted

8.2 Allowed Customizations and average efforts:

1 Credit= 1 Man Day
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All Customizations will be consolidated and developed during the period, usually, 2 to 4 weeks as mentioned in the Project Scope.
The company's Team will follow the below Process

9. Change Requests (CR)

Change requests will be raised in case there are requirements that fall outside the scope of services or requirements post-approval of a requirements document or changes to implemented software after UAT i.e., User acceptance testing confirmation overrides all the previous scope. The costs of the change requests are calculated based on the estimated man-day effort & chargeable as per the contract. For CRs lesser than a man-day effort will be charged at 1 man-day effort.
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If any of the below parameters drivers change, there is a likelihood of change order (CR): Duration of the phases of the project, Scope of the Product modules, Number of legal entities, Requirements Gathering workshop/schedule changes, Documentation / Training deliverables, availability of resources for workshops/queries/approvals, User sign off per agreed timelines, number of sessions/phases, Change Management Issues, training completion.
The scope of services as in Section 2 of the Proposal may be changed only by a written agreement in the form of a “Variation Order” Any changes to the scope of service/Change requests will be dealt with on a case-to-case basis and might attract charges.

Typical Problems we need to avoid at this stage:

• Completely new module or component development apart from those defined in the project scope.
• Beyond Customization Period/Credit Points: Asking for customization beyond what is agreed.

10. Change Requests (CR)

Data migration will cover uploading the data provided by the Client in the formats given by Company (as per the agreed scope). The client will extract the required data in the format (Templates) developed by HAL. The company will not be involved in extracting the data directly from the legacy system or in the cleansing activity.
It is important to ensure that creating the necessary mapping between new and old Master Data will be addressed by the Client Business Team.
The data will be uploaded to the servers using the different upload templates prepared and tested by Company during the build and test phases respectively.
Extracting the data from a legacy system(s), cleansing the data, and providing the data in the required format is considered the responsibility of the Client. This data will be uploaded into Company ERP as provided.
Migrated data will only correspond to implementing business rules, and processes & as per scope. Business rules will not be modified to suit old or obsolete business rules and processes. Line level transactions will not be migrated unless explicitly available in the Scope.
The correctness of collected data for migration is the responsibility of the Client and any mistakes that require re-migrating data/multiple times migration will not be considered within the scope as it will need additional man-days’ effort. This can initiate a CR having a commercial impact.
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In Summary, Company is responsible for performing the following:

• Providing template
• Uploading the data into the ERP system using the standard upload programs

Client is responsible for performing the following:

• Extracting, cleansing, and mapping all master data and opening data to be uploaded.
• Checking and correcting all these data to be uploaded.
• Formatting the data in the format required by our template.
• Verifying correctness of the data after the upload.

11. Training and Knowledge Transfer

Client will ensure the Key Business Representatives (a.k.a Key Users) are fully involved in the Project from the date of Project Kickoff.
The Company will follow Training sessions with hands-on training methodology to make sure that the training is well appreciated by the users.
At Company we follow the train the trainer approach by which we will train a set of identified users (key users) from the Client. Key users could thereafter train the remaining Users/new employees who will join the company in the future  The team that will attend Training Sessions will be the same as the implementation team. End Users are welcome to join but their inputs/suggestions will not be accepted without direct communication from Key Users.

11.1  Testing and User Acceptance

The objective of the testing phase is to ensure the proper operation of various cycles applicable within business tracks as per the requirements gathering document. The testing implicitly will include all the solution standard and custom components.
A test acceptance process must be followed to ensure the testing is conducted successfully in the right sequence and within the planned time frame.
Testing will include a comparison of the results of entered data with expected results.HAL’s Technical Team will be involved in performing system testing (unit, component, integration)

During UAT Business Leads would be required to do their Testing. Other users as required by the Client can be nominated to conduct the Testing simultaneously during this Stage. All people conducting the testing should come prepared with the required UAT Test Scenarios. The UAT should be conducted by the Key Users and will be guided by HAL.
During this stage, Users should test the system with sample data/real transactions and also test all business scenarios identified during the requirement gathering phase.Any defects identified will be documented and would be rectified within the agreed time frame (3-5 days) and presented again to the Business Leads for re-testing. The re-testing should be completed within 3 days to ensure the project timelines are not impacted.
A client should ensure that the current system is sufficient for handling the day-to-day operations. One revision will be accepted and a new suggestion after submission of a revision (infinite loop) will not be acceptedUAT Sign-off: The client should be completed within 3 days of the last training date. When there is no sign-off from Users for more than 7 days, it will be deemed signoff and the Project will be automatically moved to the next phase

Typical Problems we need to avoid at this stage:

• One-Off Scenarios training: Both Company and the Client need to mutually ensure that the most repeated and critical scenarios are handled well and not get into one-off issues.
• Just a few sample transactions: Client has to ensure that each key user makes day to day transaction and completes the Scenario documentation.

12. Go-Live

Once Training, UAT & Data migration phases are completed, Project Team will set up a Live Server with Data & latest document numbers. As soon as the Modules are moved into Production/Live Server, the system is announced as “Go Live”.
Transactions that came between Data migration completion & Go-Live have to be entered by the Users and those transactions won’t be migrated. So it is in the best interest to keep the days between Data migration completion & Go-Live minimal and on the weekendsShould there be any delays from the Estimated Go-Live date by the Client, Estimated Go Live plus 2 weeks respectively will be considered as UAT Go-Live date for future references.

13. Post-Go-Live Support

13.1 Service Level Descriptions:

13.2 Service Level agreement

14. Out of scope Items

• All other aspects fall under Change Request and it will be executed as per our contract/proposal.
• Preparation of Data is the responsibility of the user. The company will provide the formats to get the data from the user. The company will not perform any data cleansing and data validation.
• Line-level data migration will not be done unless documented in the Scope.
• Coordination with Third-Party Vendors for development or integration. Our APIs would be given and the third-party vendor can work with these for integration. Should HAL’s effort is involved, it will require a CR. Company APIs can be accessed at http://bit.ly/HalErpApi.
  

15. Rights, Duties, and Obligations of the Parties

15.1 Company

The Company is required to fulfill the following obligations:

• Perform all its duties and obligations under the present agreement in a sincere manner and to the best of its abilities, following prescribed industry standards.
• To generate timely invoices to the statement of work executed after the commencement of this Agreement.
• The Company has the right to cancel its services to the Client at any given point time due to any misconduct or when provided with any misleading information. Further, the Company shall be obligated to additionally charge for any additional services provided to the Client.
• Provide the Client with an immediate resolution to any issues raised.
  
• Promptly inform the Client of any delay in resolving the issues raised and aim at resolving them in a timely manner.
  
• Comply with the terms of this Agreement at all times during the course of the Agreement.
  

15.2 Client

The Client is required to fulfill the following obligations:

• The Client aims to provide the Company with all the information needed to customize  the Product as applicable that shall be required in a timely and diligent manner.
• To acknowledge and make timely payment as that may be required by the Client post the completion of the Scope of the Services under this Agreement.
• Will take complete responsibility for the consequences arising out of any unwarranted use of the Services of the Company.
• Will at all times abide by the terms and conditions of service of the Platform.
  

16. Refund and Cancellation Requests

Upon your purchase of the products through the Company’s Platform, you do not have the right to place a refund request or process a refund request on the Platform under any circumstances whatsoever. However, the Platform allows refunds only in the applicable events of Termination & breach of the agreement.  The Users can place replacement requests by emailing to info@halsimplify.com.
The Company upon receiving a refund request products from you will ask you to share relevant documentation of the failure of the Company's staff in following up on onboarding/Implementation, inability to deliver a feature as documented and within 14 days of delivery with the customer care of the Company. Only upon satisfaction of the Company’s customer care that the product has violated the agreement, your refund request shall be approved and shall process a pro-rata refund for the product. The Company may also consider the exchange/replacement as applicable.

16.1 PROCESSING OF REFUND

The Refund, if accepted by the company, shall be completed between Fifteen (15) to Thirty (30) days from the date of the refund request made by the User and the money shall be transferred to the original source of payment of the User. You will be refunded in the currency you were charged in. If this is not your native currency, your bank may charge exchange fees, or a change in the exchange rate may have resulted in a difference in the amount refunded compared to the amount you originally paid (in your native currency). It is solely your responsibility if you have to pay any fees or bear any losses in this process.All Refund requests shall be made by you by contacting to the specified email, which will be the official mode of communication with the our Platform and the Company. The Company shall waive all other means of communication made. All Refunds shall be made only on the basis and upon investigation by us on following such guidelines.

16.2 CANCELLATION

As a User, you do not have the right to cancel your order upon placing the same.
The Company at its sole discretion may cancel any order(s):

• if it suspects a User has undertaken a fraudulent transaction or
• if it suspects a User has undertaken a transaction which is not following the Terms of Use, or
• in case of unavailability of a service, or
• for any reason outside the Company's control including causes for delivery-related logistical difficulties.
  
• if the Company does not want to do business with the User
  

The Company maintains a negative list of all fraudulent transactions and non-complying Users and reserves the right to deny access to such Users at any time or cancel any orders placed by them in the future.

17. Independent Contractor

For all purposes hereof and in the performance of its obligations under this Agreement, the Client and its members is and shall remain an independent contractor and nothing in this Agreement shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the Company and the Client or any of its employees. Nothing herein shall be deemed or construed to create an employment relationship between the Client and any employee, agent or independent contractor of the Company. Neither Party shall have any authority to ensure any obligations on behalf of the other party or to make any promise, representation or contract of any nature on behalf of the other Party. It is also confirmed that no relationship akin to the agency is created between the Client and the Company.

18. WARRANTIES

1. Warranty of Authority: Each Party warrants that it is authorized to enter into this Agreement and to perform its obligations hereunder and that its performance hereunder shall not conflict with, limit or be contrary to any other agreement.
2. Warranty of Services.
3. Professional Manner: The Company warrants that all Services will be performed in a professional manner using qualified professional personnel.
   
4. No Infringement: The Parties represent and warrant that their disclosure and delivery of any deliverable, information, documents, software and other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, without limitation, any copyright, trade secret or design rights.
   
5. Non-interference with Business: Unless otherwise expressly agreed to by the Parties, the parties agree not to, directly or indirectly solicit or induce or attempt to persuade any employee, independent contractor, vendor, supplier, outsourced third-party, director or other participants of each other to terminate employment, contractual or other relationship with the Company, or to enter into a relationship with such individuals or into any business organization in which such individuals may be directly or indirectly involved. The term “enter into a relationship” shall include, but not be limited to, acting as a paid or unpaid director, officer, agent, employee of, or consultant to, or acting or participating as the owner, partner, manager, member, or shareholder.
   
6. The Client further warrants that the Client will not be entitled to directly approach the Consultant, Employees or such other parties that the Company may bring to the notice of the Client during the provision of the services to the Client.
   
7. During, and for Two (02) years immediately following termination/expiry of this Agreement, the Parties further agrees not to:
   
8. Directly or indirectly contact any person or entity disclosed by either party to take advantage of a business opportunity without the prior written approval of each other;
   
9. Otherwise circumvent a relationship with each other or establish a relationship with a party with whom either party already has a relationship or foreseeable relationship, and with whom either party has never had a relationship;
   
10. Seek to establish any rights, including but not limited to intellectual property rights, anywhere in the world in conflict with either party’s pre-existing intellectual property or proprietary rights therein or hereinafter established.
    

19. Payment and Payment Terms

• The Parties mutually agree that the Company shall receive all payments for the services provided within 14 days from the date of the generation of the statement of work.
• Further, the Company shall charge the applicable Taxes  and such other taxes for the services delivered and shall be charged additionally apart from the pricing structure of the services provided.
• Time and Materials. Contract Charges shall be calculated on a daily basis at the respective time and material rates for every day after the grace period of 2 weeks, for the active performance of the Services for extra days than interest rate calculations and in accordance with the relevant rates.
• To convert a trial account to a paid tenant, a subscription amount needs to be paid for.
  
• Invoices that have been raised shall be paid for in 7 days and shall be routed through the Company. The said shall be valid for a period of – days
  
• All the prices so mentioned are exclusive of taxes. Tax/any statutory charges will be borne by Client
  

The above-mentioned terms have been convened after mutual agreement to the same between the parties.

20. Disclaimer of Liability

1. The Company disclaims all liability relating to any User Content, including any error, virus, defamation, libel, obscenity and/or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, libel, privacy and/or otherwise. The Company disclaims all liability for unauthorized use (by other users) of User Content, and disclaims (without limitation) all liability for use of User Content which infringes any copyright, trademark rights and/or other intellectual property rights of any other user and/or person. Customer is solely responsible for any damage resulting from use (or submission) of any User Content to the Website Services (including disputes and incidents described in the preceding sections) and related transactions or occurrences. The Company shall have no responsibility for unauthorized access to Customer or any User account, or automatic forwarding of messages and/or viruses (caused by viruses or otherwise).
   
2. The Company subscription plans include unlimited document generation and document electronic signatures by Users through the user interface (non-programmatic) as part of Customer’s plan subscription. The Company encourages customers to make full use of features and electronic signature services in order to understand how The Company can benefit their business. However, The Company reserves the right to prevent or stop Customer or its User(s) use of  the Services that exceeds the programmatic account plan features usage allowance included in their account plan, or that appears to be abusive, puts the platform at risk or is unduly burdensome to the Company platform. Programmatic account plan features include, without limitation, API, bulk send, template embed, eForms, document automation, and some integrations such as Zapier.  For more information on how this policy applies to the Customer’s service plan, please contact customer support.
   
3. The Services may integrate with and/or provide links to various other independent third-party products and/or services (“Linked Sites”) that may be of interest to the Customer and are for the Customer’s convenience only.  The Company does not control and/or endorse such Linked Sites and is neither responsible for their content nor is responsible for the accuracy and/or reliability of any information, data, opinions, advice, and/or statements contained within such Linked Sites.  The customer will need to make its own independent judgment regarding the Customer’s interaction with Linked Sites at Customer’s own risk.  The Company encourages Customers to be aware when a User leaves the Services and to read the terms and conditions and privacy policy of each Linked Site that a User visits.  The Company reserves the right to terminate any link and/or linking program at any time at its sole and absolute discretion. The Company disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.
   

21. Term and Termination

1. The term of this Agreement shall commence on the Effective Date and continue thereafter for a period of -- (--) year (“Initial Term”). Unless otherwise terminated in accordance with this Section 21, upon the expiration of the Initial Term, the Agreement will automatically renew for successive one-year periods unless either party provides the other with written Notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term. “Term” means the Initial Term and any renewal terms(s) of this Agreement.
   
2. Proposal Term.  The term of the applicable Proposal shall commence on the last date the applicable Proposal is signed by the parties and continue thereafter until terminated in accordance with the terms and conditions set forth therein or herein or until the term of the Subscription expires, whichever is earlier.  
   
3. Termination for Breach.  If a party materially breaches this Agreement and/or any Proposal (the “Defaulting Party”), and the Defaulting Party does not cure such breach within thirty (30) calendar days after its receipt of written notice of material breach, the non-defaulting party may terminate this Agreement and/or the Proposal upon written notice to the Defaulting Party.  Termination of Proposal and/or this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement or at law or in equity.
   
4. Termination for Insolvency.  Either party may terminate this Agreement and/or Proposal in the event the other party becomes Insolvent.  For purposes of this subsection “Insolvent” or “Insolvency” shall mean a party that makes an assignment for the benefit of creditors, has a receiver, trustee, custodian (or similar party) appointed or designated to administer its affairs or otherwise take control of its assets or business operations, becomes a debtor in a voluntary proceeding under any chapter of the United States Bankruptcy Code or any law or statutory scheme relating to insolvency, reorganization or liquidation, or an involuntary petition in bankruptcy, or other insolvency proceeding is filed against a party and is not dismissed within ninety (90) calendar days thereafter.
   
5. Termination for Dissolution.  Either party may terminate this Agreement and/or Proposal effective immediately upon written notice to the other party if the other party ceases to do business, or otherwise terminates its business operations without a successor.
   
6. Upon termination pursuant to this Section 21, Customer will pay all outstanding fees, taxes, charges and expenses owed through the Term of this Agreement and/or the applicable Proposal as if such Agreement and/or Proposal had not been terminated.  For the avoidance of doubt, any pre-paid fees and taxes are non-refundable.
   

22. Limitation of Liability

Except concerning the Parties’ indemnification obligations, the Company shall not be liable to the Client for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the Client has been advised of the possibility of such damages. The Company shall not be made liable for any damages incurred to the Client whether directly or indirectly due to the Company’s breach of the data accessible and that may or may not be used for any business purpose. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.

23. Indemnity

The Parties hereby agrees to indemnify and shall hold indemnified the other Party, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or law, concerning quality, quantity and any claim concerning the service, the breach of any of the warranties, representations or undertakings or concerning the non-fulfilment of any of its obligations under this Agreement or arising out of the Party infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Goods and Service Tax, Local Sales Tax, Central Sales Tax, Service Tax, etc. This Clause shall survive the termination or expiration of this Agreement.

24. Confidentiality

24.1 Confidential Information

• In connection with this Agreement, the Parties may own and may develop, compile and own certain proprietary techniques, trade secrets, and confidential information, which are very valuable to the Party respectively (collectively, “Confidential Information”). The Parties may disclose such Confidential Information to the other Party during the discussions regarding the business relationship, or the existence of any other business relationship between the Parties. Confidential Information includes, but is not limited to, any artifacts , products, methods, data or information, oral or written, that relates to either party or any of the parties existing or contemplated business activities, technology, developments, software, methods, trade secrets, and Clients. Confidential Information also includes the terms of this Agreement, Services and Deliverables.
  
• Confidential Information includes not only information disclosed by either Party, but also information developed or learned by the other Party during their business relationship. Confidential Information is to be broadly defined and includes all information, which has or could have commercial value or other utility in the business that the disclosing Party is engaged in or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of that Party, whether or not such information is identified or marked by that Party.
  

24.2 Public Domain

Notwithstanding the foregoing, Confidential Information is deemed not to include information that:

• is publicly available or in the public domain at the time disclosed,
  
• is or becomes publicly available or enters the public domain through no fault of the disclosing party,
  
• is rightfully communicated to the disclosing party by persons not bound by confidentiality obligations with respect thereto,
  
• is already in the receiving party’s possession free of any confidentiality obligations with respect thereto,
  
• is independently developed by either party without the use of any Confidential Information or
  
• Is approved for release or disclosure by either party in writing without restriction.
  

24.3 Limitation of Disclosures

During the term of its engagement and for all periods thereafter, Company shall maintain the Confidential Information in strict confidence and shall not disclose, publish or copy any part of the Confidential Information. Company shall use the Confidential Information solely for this Agreement. Company shall not use the Confidential Information, or any portion thereof, for the benefit of any third party. The company shall take all necessary precautions in handling the Confidential Information and limit disclosures on a strict need-to-know basis. However, the Company may disclose Confidential Information according to the order or requirement of a court, administrative agency, or other governmental bodies, provided that the Company gives reasonable prior notice to the Client to contest such order requirement or obtain injunctive relief therefrom. Upon the termination or expiration of this Agreement, Company shall return to the Client or certify the destruction of all Confidential Information except such Confidential Information that the Client may expressly authorize the Company to retain, in writing.

24.4 Publicity

Notwithstanding anything to the contrary in the Agreement, each party shall be permitted to disclose the nature of the work performed for it by the other party. Such disclosure may include a brief description of the Services, but the disclosing party shall not disclose the Confidential Information of the other party or otherwise result in any breach of any other term of this Agreement.

24.5 Reference

Notwithstanding anything to the contrary in the Agreement, each Party shall be entitled to reference the other Party and describe the work completed / Services availed of under this Agreement in the summary and general form, without revealing any of the other Party’s Confidential Information.

24. General Provisions

Notices and Communication: All notices and communication required shall be in writing and shall be effective on the date of mailing to the Parties sent via electronic mail or any mutually agreed upon courier agency, addressed to the designated representatives of the Parties as provided below. Either Party may change its notice method by giving the other party written notice in the manner set forth above.

• Severability: Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision hereof. Any invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular provisions(s) held to be invalid or unenforceable.
  
• Waiver: The waiver of a breach of this Agreement or the failure of a Party to exercise any right under this Agreement shall in no event constitute a waiver as to any other breach, whether similar or dissimilar or prevent the exercise of any right under this Agreement.
  
• Force Majeure: Neither Party shall be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement, where and to the extent that such a failure or delay results from causes outside the control of such Party. Such causes shall include, without limitation, delays caused by the other party, acts of God or the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.
  
• Headings: Section headings in this Agreement are merely for the convenience of the Parties and should not be construed as having any special meaning or importance.
  
• Survival: All provisions of this Agreement, which by their terms or nature are intended to survive expiration or termination of this Agreement shall survive indefinitely.
  
• Entire Agreement: This Agreement supersedes all prior oral or written representations, communications, or agreements between the Parties, and, together with the SOWs hereto, constitutes the final and entire understanding of the Parties regarding the subject matter of this Agreement. Neither Party has relied on any such prior oral or written representations, communications, or agreements.
  
• Governing Law and Disputes: It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of this Agreement and any disputes arising therefrom will be resolved through Arbitration. If the parties get involved in a dispute in any manner, the said dispute will be referred to arbitration by a sole arbitrator to be appointed by the Company under the provisions of the Arbitration and Conciliation Act, 1996 and any amendments made thereof and the award passed by such sole arbitrator will be valid and binding on both Parties. The arbitrator’s award shall determine the Party that shall be liable to bear the cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be Chennai, India. The Parties expressly agree that the Agreement shall be governed by the laws, rules and regulations of India and that the Courts at Chennai, India shall have exclusive jurisdiction over any disputes arising between the Parties.
  
• Amendments: This Agreement may be amended/modified with the mutual consent of both Parties, by executing a fresh agreement containing such amendments/modifications, or by one Party communicating the need for an amendment/modification in writing, and the other Party accepting the said proposal and communicating its consent to the same in writing.
  
• Execution: This Agreement may be executed by the Parties on any number of separate counterparts. All of such counterparts taken together shall be deemed to constitute the same instrument and shall have the same force and effect as if an original.