End-User License Agreement
- This End-User License Agreement ("Agreement") is entered into by and between,
- Prayosha Food Services Pvt. Ltd. (CIN: U74110GJ2011PTC065512) a company formed under the provisions of the Companies Act, 1956 having its registered office at 3rd Floor, A wing, Gopal Palace Opp Ocean Park, Nehru Nagar, Ambawadi, Ahmedabad City, Gujarat, India - 380015, hereinafter referred to as "Service Provider", which expression shall unless repugnant to the context and meaning thereof be deemed to include its directors, promoters and their successors and assignees of the First Part;
- AND
- The counterparty, being an entity in the form of either a sole proprietorship, limited liability partnership, registered or unregistered partnership, private limited company, one person company, public limited company, or any other body corporate incorporated/established under the applicable law, hereinafter referred to as the "User", which expression shall unless repugnant to the context and meaning thereof be deemed to include, as applicable, its directors, promoters, managing partner, and/or designated partner and their successors and assignees of the Second Part.
- The Service Provider and User shall hereinafter individually be referred to as "Party" and collectively as "Parties".WHEREAS,
- The Service Provider offers a web-based and app-based automated accounting and billing software ("Software").
- The User desires to use the Software for its internal financial management.
- The Service Provider has agreed to provide a non-exclusive, non-transferable, revocable, limited license to use and access the Software to the User on such terms and conditions more particularly laid down hereunder, and the User agrees to such terms by using the Software.
NOW THIS AGREEMENT IS WITNESSETH AS UNDER:
1. LICENSE OF SOFTWARE:
- 1.1The Service Provider hereby grants to the User a non-exclusive, non-transferable, revocable, limited license to use and access the Software for accounting and billing purpose ("License"). No other rights in the Software are granted to the User.
- 1.2It is agreed and understood between the Parties that the title to the Software shall remain vested with Service Provider, and nothing in this Agreement will give or convey any right, title or interest therein to the User.
- 1.3The User acknowledges that this Agreement is a license cum services agreement and the User shall not be entitled to transfer the License in respect of the Software to any third party without the prior written consent of Service Provider.
2. CONSIDERATION:
- In consideration for the License, the User agrees to pay the Service Provider such consideration as prescribed by the resource management team of the Service Provider from time to time and/or as may be subscribed (add-ons services/ subscriptions) to on the Software by the User from time to time ("Subscription Fee"). The Subscription Fee shall not be refunded in any circumstances, including without limitation, the event of any pre-mature termination of License. The Subscription Fee shall be payable subject to any withholdings or taxes or deductions required by applicable law. The Subscription Fee shall be modified from time to time which shall be intimated on the user dashboard of the User on the Software.
3. TAXES:
- The User agrees and acknowledges that the Subscription Fee agreed and payable to the Service Provider is exclusive of all the taxes. All applicable taxes for the License, applicable from time to time, shall be borne by the User.
4. TERMS OF SERVICE:
- 4.1The Parties acknowledge that the specifications of the Software may have to be changed from time to time to comply with changes in law, requirements of the Service Provider or change in technology.
- 4.2The User understands and agrees to provide full access to the Service Provider for utilization of the data entered into the Software for assisting the Service Provider and/or their associated designates (if any) to provide the License and the associated services of the Software to the User. The User shall be responsible to input the information required by the Service Provider in order to avail the License in an effective manner and the Service Provider shall not be liable on account of any error of omission or commission by the User on the Software.
- 4.3The User shall not by itself and the User shall not permit any third party to (i) use the Software other than as mentioned in this Agreement; or (ii) translate or adapt or modify or create any derivative work of any part of the Software; or (iii) market, distribute, assign, transfer, rent, lease or loan the Software in whole or part, use or access the Software to provide other hosting services to third parties; or (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; or (v) to disclose, transfer or communicate the Software to any third party without prior written consent of Service Provider or use the Software in any manner which would be restricted by intellectual property laws.
- 4.4The Service Provider or its associated designates shall provide the User with installation services, along with initial training with respect to the working and functionality of the Software.
- 4.5The Service Provider shall further provide support and maintenance services, which shall include but not limited to resolving any Software related concerns.
- 4.6The Service Provider shall provide online end-to-end customer and technical support services and shall also visit the User, at User's expense, if necessary from time to time.
- 4.7The Service Provider hereby acknowledges and agrees that this Agreement shall be subject to the terms and conditions as specified at the Service Provider's platform and the privacy policy. The User shall abide and adhere by the said terms and conditions and the Privacy Policy as amended from time to time. The said terms and conditions shall be deemed to be incorporated into this Agreement.
- 4.8The User hereby agrees and acknowledges that from time to time the Service Provider may share data collected from the User to third parties which, in the opinion of the Service Provider, may have goods or services which are of interest to the User, and such third parties may use such information for the purpose of analytics and development of goods or services which may be extended to the User. Such data is shared as part of the business understanding and the confidentiality of the data shall be protected at all times by such third parties.
- 4.9The User further agrees and acknowledges that the Service Provider shall not be responsible for any breach of confidentiality obligations or adherence to data protection laws of such third parties or the services which may be offered by them. The Service Provider makes no endorsement or representation of such third-parties.
- 4.10The User shall be the owner of the information created or stored by the Service Provider, which has been provided by the User. The User hereby grants the Service Provider the right to use, reproduce, adapt, modify, publish or distribute the information created by the User or store it for internal purposes.
- 4.11All information or data (including personal information and personal sensitive information) feed into, processed and generated in the Software shall be stored on a secure cloud server operated and monitored by a third-party cloud server service provider.
5. OBLIGATIONS OF USER:
- 5.1User authorizes the Service Provider from accessing and using the data available in the back end to enhance business processes, including but not limited to, Software performance. The Service Provider may use said data in aggregate compilations of data provided to third parties to demonstrate network performance and end user experience, including improvement of the Software.
- 5.2The User shall not process any transactions which are prohibited by law or by this Agreement and is any such transaction is processed, the Service Provider shall be entitled to such steps as it may deem necessary to protect the interests of the Service Provider, including, but not limited to, suspension of the License of the User and require the User to do all such acts to rectify such prohibited transactions
- 5.3The User's fulfilment of its obligations under this Agreement will not breach any obligations it has to any third party and the Service Provider shall not be liable in any manner for such breach by the User. Further, in case of any breach of any obligations/terms of agreement of any third-party service providers by the User who have been integrated into the Software by the Service Provider, then the Service Provider shall have the unilateral right to terminate the License and/or this Agreement in accordance with Clause 9 (Termination) below and any liability arising from such breach shall be solely borne by the User. The Service Provider shall have no liability for any losses, either direct or indirect, which the User may incur or suffer on account of any such suspension or termination.
- 5.4Audit: Upon reasonable advance written notice and as applicable, the Service Provider may during normal business hours and at its own expense, audit User's facilities, networks, systems, procedures, processing and maintenance of the Service Provider's data and Confidential Information, in order to verify the User's compliance with The Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and regulations in accordance with applicable law as well as its compliance with the terms as specified under this Clause 5. User shall cooperate with such audit by providing access to knowledgeable personnel, physical premises as applicable, documentation, infrastructure, and any application software that processes the Service Provider Confidential Information or otherwise has access to the Service Provider's networks and systems. In case of a material breach of the terms specified under this Clause, the User will reimburse the Service Provider for such costs and expenses. User will promptly address and correct all deficiencies identified in any such audit.
- 5.5Disclaimer of Liability of Service Provider: The Service Provider shall not be liable to the User and/or any third party for the services contemplated under this Clause 5 and the User shall keep the Service Provider indemnified against any claims, damages, liabilities, costs, expenses, legal fees suffered by the Service Provider in this regard.
6. REPRESENTATIONS AND WARRANTIES:
- 6.1The Service Provider represents and warrants to the User that:
- 6.1.1It is legally authorized to execute and deliver this Agreement and to perform its obligations as contemplated hereunder;
- 6.1.2Its obligations under this Agreement constitute legal, valid and binding obligations enforceable in accordance with the terms of this Agreement.
- 6.2The User represents and warrants to the Service Provider that:
- 6.2.1It is legally authorized to execute and deliver this Agreement and to perform its obligations as contemplated hereunder;
- 6.2.2Entering into this Agreement and the transactions referred to in this Agreement and taking any steps in respect thereof, does not involve a breach of any contractual, statutory, regulatory, legal or other provision or obligation to which the User is subject to and that User shall not act in any matter that would result in violation of the terms of this Agreement;
- 6.2.3There are no agreements or other instruments of any nature, operative and in force, to which the User is a party or under which it may be otherwise bound or subject, which contain any terms or provisions that in any manner restrict, limit, prevent, prohibit or make unlawful the execution of this Agreement.
- 6.2.4It has the relevant consents and approvals as prescribed under law to share any third party information and data with the Service Provider, for the purposes of this Agreement;
- 6.2.5It does not carry or intend to undertake any activity which is banned, illegal or immoral under the applicable laws;
- 6.2.6It shall be solely responsible for compliance of legal and regulatory requirements applicable to its business, and in no event shall the Service Provider be held liable for any non-compliance and/or breach of applicable law by the User;
- 6.2.7It has the necessary computer hardware and/or operating system to achieve compatibility with the Software;
- 6.2.8It shall use the Software in consonance and conformity with the applicable laws;
- 6.2.9It shall not, directly or indirectly, use the License in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause the Service Provider to be subjected to investigation, prosecution or legal action;
- 6.2.10It has the necessary approvals, authorizations from regulatory authorities or any third parties and is in full compliance with the applicable laws so as to enable the performance of its obligations under this Agreement and that the execution and performance of this Agreement in accordance with the terms specified herein does not in any way breach the applicable laws;
- 6.2.11It has expressly authorized Service Provider to access the Confidential Information of the User in connection with Service Provider providing the License to the User. Failure of the Software due to breach of the User of any third-party service provider's obligations will not be attributable to the Service Provider in any way.
- 6.2.12It shall be responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of the User's use of any third-party services, including, but not limited to, any reliance upon any information provided therein and the User shall be responsible for ensuring compliance with the terms of use, guidelines, obligations such third party arrangement. Further, under no circumstances shall the Service Provider be liable to the User for the services provided by any third-party service provider to the User. In the event of any conflict between the terms and conditions contained under this Agreement and the arrangement with any third-party service provider, the contents of this Agreement shall prevail.
- 6.2.13It has read, fully understood, accepted and will continue to abide in good faith with the terms accepted by the User at the time of installation of the Software and terms and conditions under which the Software and License are being provided available online at Online Terms and Conditions, which may be changed by the Service Provider from time to time after due e-mail intimation to the User ("Online Terms and Conditions").
- 6.3LICENSE AND SOFTWARE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. EXCEPT AS PROVIDED ABOVE, THE SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT USE OF THE LICENSE AND SOFTWARE AND SUPPORT WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.
- 6.4The Service Provider does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items that are a part of the Software. In no event does the Service Provider warrant that the Software, support is error free or that the User will be able to operate the Software without problems or interruptions.
- 6.5Both the Parties hereto warrant to the other Party that the representations made above shall continue to be true during the Term of this Agreement.
7. LIMITATION OF LIABILITY:
- 7.1The Service Provider shall not be liable for any loss of revenue, profit or data or from direct or indirect, special, incidental, consequential or punitive damages of any type arising out of or in connection with this Agreement, the Software and the support.
- 7.2The Service Provider shall have no liability for any damages resulting from alteration, destruction or loss of any data or information input, generated or obtained from access and/or use of the Software, including any reports or numeric results.
- 7.3The Service Provider shall have no liability for any damages resulting from acts or omissions by the User and/or any third party.
- 7.4In no event shall the Service Provider's liability to the User exceed the Subscription Fee actually received by the Service Provider from the User.
8. INDEMNIFICATION:
- 8.1The Service Provider shall not be responsible for the quality, accuracy, quantity, merchantability, delivery, non-delivery, delayed delivery of and/or any form of risks or dissatisfaction associated with the product or services by the User to its end users, supplier, vendor or any third party, in relation to the User, including but not limited to, handling any disputes or claims raised or fraudulent transactions by the end users, supplier, vendor or any third party, in relation to the User. The onus shall be on the User to implement fraud prevention measures in order to prevent fraudulent transactions and to be adequately protected against fraudulent activities and all risks and liability arising out of User's use of License and the Software shall be borne completely by the User. Any and all disputes of whatsoever nature whether in relation to deficient, improper or incomplete product/service provided by the User to its end users, supplier, vendor or any third party, in relation to the User, or otherwise any other dispute will be dealt with directly by and between the User and its end users, supplier, vendor or any third party, in relation to the User and the Service Provider shall not be a party to such disputes and the Service Provider shall be kept indemnified by the User in this regard.
- 8.2The User hereby agrees to indemnify, hold harmless and defend the Service Provider, its affiliates and each of their respective officers, directors, employees and agents from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any demand, claim, action, legal proceeding or allegation that arises or results, either directly or indirectly, from User's use and the use by User's employees and agents of the Software and the License or act, omission or negligence which is solely attributable to the User, its employees or agents or any breach by the User or its employees and agents of the terms of this Agreement, including (a) any losses suffered by the Service Provider under any third party integration/collaboration agreement pertaining to the third party services being provided through the Software and the License and/or (b) any allegation that use of the Software and the License by the User, infringes or misappropriates any third party's rights, including intellectual property rights and/or (c) User's wrongful or improper use of the Software/ License and/or (d) all transactions submitted by User using the Software/ License (including without limitation the accuracy of any information that User provides or any claim or dispute arising out of services offered or sold by User); and/or (e) any other party's access and/or use of the Software/ License with User's credentials or any other appropriate security code.
- 8.3The indemnification rights of the Service Provider under this Agreement are independent of, and in addition to, such other rights and remedies as the Service Provider may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief to the extent required to prevent further loss, none of which rights or remedies shall be affected or diminished thereby.
9. TERMINATION:
- 9.1This Agreement shall be valid for a period of 1 (one) year from the date of signing up ("Term") and shall automatically be renewed annually on the same terms and conditions (unless modified in writing by the Parties) on payment of the subsequent Subscription Fees.
- 9.2Either Party may terminate this Agreement with a 30 (thirty) days prior written notice to the other Party.
- 9.3The Service Provider shall be entitled to terminate this Agreement and/or terminate the License provided hereunder with immediate effect without notice to the User upon the occurrence of any of the following events:
- 9.3.1If the User fails to pay the Subscription Fee, within the agreed timelines.
- 9.3.2On breach of any of the terms, representations, warranties and covenants by the User under this Agreement and/or of applicable laws, which has not been cured within 7 (seven) days from the date of intimation of such breach by the Service Provider to the User.
- 9.4Upon expiry or termination of this Agreement:
- 9.4.1the Parties shall immediately cease representing to the public any affiliation between them in connection with the subject matter of this Agreement;
- 9.4.2the Parties shall deliver to the other Party or otherwise dispose as per the direction of the other Party, all Confidential Information and any other materials, documents and papers whatsoever relating to the other Party in its possession or under its control; and
- 9.4.3the License to the Software granted by the Service Provider to the User shall terminate, and the User shall return all documents, information, data and other materials related to the Software to the Service Provider, if applicable.
10. RELATIONSHIP:
- The Parties acknowledge and agree that the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between the Parties and that they shall be independent contractors.
11. INTELLECTUAL PROPERTY RIGHTS:
- 11.1The Service Provider owns all right, title and interest in and to the Software and any and all (a) patents, patent applications, patent disclosures, patent rights, inventions (whether or not patentable and whether or not reduced to practice); (b) rights in trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress and the good will associated therewith; (c) rights in copyrights, rights in databases, proprietary rights, moral rights; (d) designs, design registrations and applications thereof; (e) rights in technical, commercial or financial information of a proprietary or confidential nature (including without limitation manufacturing and production processes, formulae and techniques, improvements, customer proposals, technical and computer data, documentation related to the Software), trade secrets and know-how and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing embodied therein ("Intellectual Property Rights").
- 11.2No rights or licenses are granted by the Service Provider to the User, with respect to any Intellectual Property Rights owned or controlled by the Service Provider, except as expressly set out under this Agreement.
- 11.3The User shall not alter, obscure, remove, cancel or otherwise interfere with any markings (including but not limited to any trademarks, logos, trade names or trading style of the Service Provider) and other indications of origin, which may be part of the Software offered.
- 11.4Upon expiry and/or termination of this Agreement for any reason whatsoever, the User shall discontinue with immediate effect, all use of Intellectual Property Rights of the Service Provider and shall return to the Service Provider all materials relating to the Software or Confidential Information of the Service Provider which is in the User's possession or over which it has control.
- 11.5The User agrees that the provisions of this Clause 11 are reasonable, having regard to the necessity of the Service Provider to protect its ownership in the Intellectual Property Rights and that any breach of the terms contained in this Clause 11 shall be deemed a breach of this Agreement and in addition to any other remedies which may be available to it, the Service Provider shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to the Intellectual Property Rights.
- 11.6Provided however that, with respect to any trademark and/or trade dress that has been provided by the User in order to avail the services/ License through the Software, such trademarks and/or trade dress shall be the sole property of the User and the Service Provider shall not have any claim over such trademarks.
12. CONFIDENTIALITY:
- 12.1"Confidential Information" shall mean all confidential or proprietary information, in whatever form or manner presented, relating to the business and assets of a Party, not generally known to the public, obtained directly or indirectly by such Party, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder which: (a) relates to the business of such Party including but not limited to suppliers, customers, prospective customers, products and services, product designs, inventions, improvements, methods and operating procedures, techniques and modes of manufacturing, marketing plans and strategies, product sourcing and sales policies and buying habits and preferences of present customers of the respective Party, trade secrets, know-how, data, research and development, patent, trade-mark, copyright, industrial design and all other intellectual property rights of the Parties including proprietary rights and shall also include terms of this Agreement; (b) all information relating to the Software.
- 12.2The Parties shall, at all times, maintain confidentiality regarding the contents of this Agreement and any information that it receives, in any manner or form whatsoever, from the other Party in the course of performance of its obligations under this Agreement, including business, technical or financial information, intellectual property rights and any other proprietary or material information that would be understood by the receiving Party as Confidential Information.
- 12.3The receiving Party agrees to keep the Confidential Information disclosed to it by the disclosing Party strictly confidential and will not disclose it, without the prior written consent of the disclosing Party, in whole or in part, and shall not use, directly or indirectly, for any purpose other than performing obligations under this Agreement.
- 12.4The Service Provider may, from time to time, host and/or maintain the Software using a third party technology/website service provider and the User acknowledges that the Service Provider cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service and data protection processes and procedures. The Service Provider shall not be liable in case of breach of the data protection laws by such service provider.
- 12.5Subject to the terms of this Agreement and applicable law, the Service Provider shall retain any data shared and the entries made on the software from the date of such data being uploaded to the Software, which retention shall survive the termination of this Agreement.
- 12.6The obligation under this Clause 12 shall not extend to the Confidential Information that:
- 12.6.1was in the public domain at the time it was disclosed or becomes a part of the public domain through no fault of a Party;
- 12.6.2was known to a Party at the time of its disclosure or becomes known to the other Party without breach of this confidential obligation;
- 12.6.3is independently developed by a Party;
- 12.6.4is disclosed by a Party to a third party without restrictions on such third party's rights to disclose or use the same;
- 12.6.5is approved for release upon a Party's prior written consent; or
- 12.6.6is disclosed pursuant to judicial order, requirement of a governmental authority or by operation of applicable laws. Provided, however, in such case, to the extent allowed by the applicable law, a Party shall, prior to such disclosure, notify the other Party about such disclosure requirement and give such Party a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order. If a Party is unable to procure such protective order then the other Party shall only disclose such portion of information that it is advised, by its legal counsel in written form, is required to be disclosed for its compliance under this sub-clause.
13. FORCE MAJEURE:
- Neither Party shall be liable or responsible for any failure to perform or delay in performance of their respective obligations hereunder if such failure or delay is due or attributable to or arises out of any Force Majeure event, provided written notice of occurrence of any Force Majeure event is given by the affected Party to the other Party within a period of 15 (fifteen) days of such occurrence and such notice includes reasonably satisfactory evidence of the Force Majeure event. Should the event of Force Majeure continue for an uninterrupted period of 90 (ninety) days or more, then the Parties shall mutually assess the circumstances and shall have the right to mutually terminate this Agreement if the Force Majeure event subsists. "Force Majeure" means an event that is not within the reasonable control of the Party whose performance under this Agreement is affected thereby and shall include any of the following events: civil disturbance, breach of peace, declared or undeclared war, act of interference or action by civil or military authorities, terrorist acts, sabotage, damage by the elements, air accident, riot, disorder, pandemic or epidemic.
14. DISCLAIMER:
- 14.1The role of the Service Provider shall be limited to such obligations as expressly laid out in this Agreement. No implied duties or obligations shall be read into this Agreement against the Service Provider. The Service Provider shall further not be bound by the provisions of any other agreement.
- 14.2The Service Provider shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Agreement.
- 14.3The Service Provider may, in good faith, accept and rely on any notice, instruction or other document received by it under this Agreement as conclusive evidence of the facts and of the validity of the instructions stated in it and as having been duly authorised, executed and delivered and need not make any further enquiry in relation to it.
- 14.4The Service Provider may act in conclusive reliance upon any instrument or signature believed by it, acting reasonably, to be genuine and may assume, acting reasonably, that any person purporting to give receipt, instruction or advice, make any statement, or execute any document in connection with the provisions of this Agreement has been duly authorised to do so. The Service Provider shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document.
- 14.5The Service Provider shall not be liable to any person for any losses or damages arising out of or in connection with the performance or non-performance of its obligations under this Agreement, except to the extent directly resulting from the fraud, wilful default or gross negligence of the Service Provider or any of its directors, officers, agents and employees.
- 14.6No instructions shall be given to the Service Provider which is not contemplated by or which is contrary to or inconsistent with this Agreement; and, in the event of any such instructions being given, the same shall be null and void and the Service Provider shall not be obliged to act upon, and shall be entitled to ignore, such instructions and continue to comply with the provisions of this Agreement. The Service Provider shall not incur any liability and shall not be liable for any loss or damage to the any person whomsoever consequent to the Service Provider not acting upon, and ignoring, any such instruction which is not contemplated by or which is contrary to or inconsistent with this Agreement.
- 14.7The User shall pay or reimburse the Service Provider upon its request for any payments including penalties, fines and/or any statutory or regulatory charges and duties at any time in relation to this Agreement and any other related documents, whether at the time of acceptance or thereafter.
- 14.8The Service Provider shall not be obliged to supervise, control or perform any acts or responsibilities of the User or any other third party.
15. ASSIGNMENT:
- Save as provided herein, neither Party shall assign this Agreement or any of the rights or interests hereunder to any third party without the prior written consent of the other Party. The Service Provider shall be entitled to assign its rights and/or obligations under this Agreement subject to a prior written notification of the User regarding the same.
16. NOTICES:
- 16.1All notices given pursuant to this Agreement, shall be in writing and shall be deemed to be served as follows:
- 16.1.1in the case of any notice delivered by hand, when so delivered;
- 16.1.2if sent by e-mail, 24 (twenty-four) hours after the e-mail is sent.
- 16.2Any change in the address of either Party shall be notified to the other Party in the same manner mentioned hereinabove.
17. WAIVER:
- The failure of either Party to require the performance by the other Party of any of the terms of this Agreement shall not affect that Party's right to enforce such term or terms at some later time, and the waiver by either Party of any breach of any provision of this Agreement shall be in writing and shall not be deemed to be a waiver of any subsequent breach of such provision.
18. ENTIRE AGREEMENT:
- This Agreement, along with the terms and conditions and the privacy policy on the website is the entire Agreement between the Parties. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on either Party unless in writing signed by both Parties.
19. AMENDMENTS, MODIFICATIONS AND ALTERATIONS TO THIS AGREEMENT:
- This Agreement may be amended by prior notification of at least 7 (seven) days to the User; provided however that the User shall have the right to terminate this Agreement during such period if it is not acceptable to the proposed amendment.
20. GOVERNING LAW:
- This Agreement shall be governed and interpreted by and construed in accordance with the laws of India. The courts of Ahmedabad, Gujarat shall have exclusive jurisdiction to adjudicate any dispute under this Agreement.
21. SEVERABILITY:
- If any of the provisions of this Agreement become invalid, illegal or unenforceable in any respect under any Applicable Law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.
22. SURVIVAL:
- The following provisions shall specifically survive expiry/termination of this Agreement: Clause 6 (Representations and Warranties), Clause 8 (Indemnification), Clause 9.4 (Survival) Clause 11 (Intellectual Property Rights), Clause 12 (Confidentiality), Clause 16 (Notices), Clause 20 (Governing Law).
- I, the User have read the terms and conditions stated above and hereby agree to the same by clicking the 'I agree' button. This document is an electronic record in terms of the Information Technology Act, 2000 and The Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.