Jopinc Private Limited
SAAS SUBSCRIPTION AGREEMENT
This SaaS Subscription Agreement (“Agreement”), dated as of the Effective Date, governs the access and use by Subscriber/Customer of the Jopinc Private Limited (“Company” or “JOPINC”) software offered as service (“Services”) to Subscriber/Customer (“you”, “you” or “your”) as such Services are described In Summary of Material Terms to this Agreement.
1. SERVICES
The Company agrees to provide the Services, and Subscriber/Customer agrees to pay for the Services and comply with the terms and conditions set forth in this Agreement and Exhibits A hereto.
2. TERM
The Term of Service is indicated in the Summary of Material Terms to this Agreement, including the provisions with respect to renewal contained therein.
3. USERS AND USE
The Services may be accessed and used only by the number of Users specified in the Summary of Material Terms, in exchange for payment of the License Fees corresponding to that number and type of Users. During the Term of Service hereof, Jopinc shall provide to Subscriber access to the Services and, to the extent any license therefor is necessary, a limited, revocable (solely in the event of uncured material breach by Subscriber, or as otherwise permitted in Section 18a), non-transferable, non- assignable license for Authorized Users to use the Services internally during the Term of Service hereof, subject to the provisions of this Agreement. Subscriber may change the Authorized Users at no cost from time to time, provided that the number of Authorized Users does not exceed the relevant number set forth in the Summary of Material Terms.
4. SUBSCRIBER REPRESENTATIONS AND OBLIGATIONS.
Authority and Use. You represent and warrant that (i) You have full power and authority to enter into this Agreement, and to agree to all the terms and conditions contained herein; (ii) only You and the Authorized Users shall be permitted to access the Services and any related tools, applications, information and materials provided in connection with the Services; (iii) You shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Services, and (iv) with respect to information and material You load into the Services or provide to Jopinc, You possess sufficient intellectual property and proprietary rights to load and use such information and material in the Services without violation of the rights of any third party.
Viruses and Malicious Code. You will take all commercially reasonable actions and precautions to prevent the introduction and proliferation of Malicious Code (defined below) into the System. Jopinc may immediately suspend Your access to the System and Services if Jopinc detects Malicious Code and reasonably suspects that Malicious Code was introduced or permitted to be introduced by or through You or Your Authorized Users. For purposes of this provision, “Malicious Code” means (i) any code, program, or sub-program the knowing or intended purpose or effect of which is to damage or maliciously interfere with the operation of software or any system such as the System or to halt, disable, or interfere with the operation of any software or system such as the System, or (ii) any device, method, or token that permits any person to circumvent without authorization the normal security of any software or system such as the System.
Service Level Agreement. You acknowledge and accept the terms of the SLA attached hereto as Exhibit A.
Cooperation. You will reasonably cooperate with any Jopinc investigation of Service outages, security problems, and any suspected breach of the Agreement by You or Your Authorized Users at Jopinc’s expense.
Consents. You You represent and warrant that You have sufficient rights or have obtained sufficient rights to transmit, store, copy, and use all data, including personal information if applicable, provided by You (“Your Materials”) and used by You in connection with the Services. You, and not Jopinc, are responsible for all of Your Materials and You hereby grant Jopinc authorization to store, copy, and maintain any information sent to, from, or stored on the platform owned by Jopinc or Services solely for Jopinc’s provision of the Services to You.
Minimum Standards. You will provide and maintain all hardware, software and network connectivity (“Environment”) needed to access the Internet and the Services that meet the minimum standards established by Jopinc; such standards may be revised by Jopinc upon thirty (30) days prior written notice to You from time to time. If You do not agree with the modifications made to such standards, You may terminate this Agreement within thirty (30) days from the date of receipt of notice from Jopinc regarding any revision made.
5. SUPPORT AND PROFESSIONAL SERVICES
Basic support, as described in Exhibit A, is included with the subscription at no additional cost.
6. UPGRADES; MODIFICATIONS OF TERMS
Jopinc shall have sole discretion as to whether to make updates, improvements, modifications or enhancements or add new features to the Services, and reserves the right to do so at any time, provided that Jopinc will provide at least ten (10) business days' advance notice to You for changes that materially and adversely affect Your usage of the Services. If You do not agree with modifications that materially and adversely affect Your usage of the Services, You may terminate this Agreement within thirty (30) days of receipt of notice from Jopinc regarding updates, improvements, modifications, enhancements made to Services. Any such updates, improvements, modifications, enhancements or new features are subject to this Agreement. All rights not expressly granted to You and Your Users pursuant to this Agreement are reserved to Jopinc.
Jopinc reserves the right to revise the SaaS Pricing/License Fees and/or the SLA terms upon no less than one (1) full calendar month prior notice to You; provided that such revision shall be effective upon commencement the next renewal period. The notice may be provided via email sent to Your account representative, or if such revision is included in any amendment, extension or new version of this Agreement or the SLA the same shall be mutually agreed upon in writing and signed by authorized representatives of each party.
7. LIMITED USE
Jopinc’ Services may be used by You and the Authorized Users solely for the purpose of supporting and operating Your internal business (“Permitted Use”). Jopinc reserves the right, in its sole discretion to limit Your and/or the Authorized Users' use of the Services in the event Jopinc determines that Services are being used for any purpose other than the Permitted Use under this Agreement or in breach of this Agreement provided a written notification is sent to You describing the violation and that You have ten (10) business days to fix such violation and You fail to rectify such violation within such time period as specified above.
8. PROHIBITED USE
All uses of the Service not expressly permitted hereunder are prohibited. Without limiting the generality of the foregoing, You agree, for yourself and all authorized Users, as a condition of use of the Services, not to use the Services for any purpose or in any manner that is unlawful or prohibited by this Agreement or that to Your knowledge could damage, disable, overburden, or impair any Jopinc or subscriber server, or the network(s) connected to any Jopinc or subscriber server, or interfere with any other party's use and enjoyment of any of the Services. You and Your Authorized Users may not attempt to gain unauthorized access to any part of the Services, other accounts, computer systems or networks connected to any Jopinc or subscriber server or to any part of the Services, through hacking, password mining or any other means. You and Your Authorized Users may not obtain or attempt to obtain any materials or information related to the Services through any means not intentionally made available through the Services. You and Your Authorized Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub- license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions that may circumvent, disable, damage or impair the Services' control or security systems, or allow or assist a third party to do so.
9. SUSPENSION OF SERVICE
Jopinc may at any time suspend (or require that You suspend) the access of the Authorized Users to the Services in the event of violation of this Agreement provided a written notification is sent to You describing the violation and that You have ten (10) business days to fix such violation and You fail to rectify such violation within such time period as specified above. Grounds for such an action are not limited but may include, legal or regulatory reasons, investigation of suspicious activities upon reasonable grounds for such suspicion, or action by authorities, or if Jopinc or You have reason to suspect that any Authorized User is engaged in activities that may violate or violates this Agreement, applicable laws, or subscriber policies, or are otherwise reasonably deemed harmful to Jopinc, Your organization, Your and our respective network or facilities, or other Service users. Jopinc shall not be liable to You or any Authorized User for suspension of the Service, regardless of the grounds.
10. OWNERSHIP; SUBSCRIBER AND USER SUBMISSIONS
Except as set forth in Section 11, below, as between You (and Your Authorized Users) and Jopinc, the Services, any material or information provided to You or the Authorized Users pursuant to the Services, and any associated applications, tools or data, and all additions, modifications and improvements made by Jopinc or on behalf of Jopinc by its agents or contractors, are the property of Jopinc, whether or not protected by United States and international copyright, trademark and patent laws, and other laws or provisions for the protection of intellectual property, trade secrets, or proprietary information, as applicable. By using the Services, neither You nor the Authorized Users gain any right, title, interest or ownership rights in such items. As between You (and Your Authorized Users) and Jopinc, You own and retain all right, title and interest in and to Your Materials, data or information relating to Your usage of the Services, and Your own products and services, whether or not protected by United States and international copyright, trademark and patent laws, and other laws or provisions for the protection of intellectual property, trade secrets, or proprietary information, as applicable. Jopinc does not claim ownership of Your Materials nor of the usage information You or the Authorized Users provide for the use and operation of the Services. Jopinc and its vendors and contractors may use such information solely to provide the Services to You. In addition Jopinc may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes solely in a manner that does not identify or permit identification of You, Your Authorized Users, or any of Your Materials, customers, vendors or end regardless of the grounds.
Jopinc will be free to publish your name and logo on its website, in its marketing collateral and communications, both online and print but limited to the extent of indicating that You are a customer of Jopinc. From time to time, the Jopinc may invite You to submit user reviews and testimonials or be interviewed on video, print, and feature in case studies or white papers to be used by Jopinc to promote its sales through various online and off-line mediums. Participation by You in such exercises will be purely voluntary and at your discretion.
11. SUBSCRIBER WORK PRODUCT
All materials including background and training materials, data, processes, tools, methodologies, results, reports, presentations or any other information or material generated or developed by Jopinc specifically and uniquely for Subscriber pursuant to this Agreement that is based on any Confidential Information of Subscriber (“Work Product”) shall be and remain the property of Subscriber. To the extent permitted by law, all such Work Product is a work for hire. Work Product does not include any work product that is independently (without use of any Confidential Information of Subscriber) developed by Jopinc or through the use of Jopinc’s Confidential Information.
12. CONFIDENTIAL INFORMATION
The parties acknowledge that each party may be exposed to certain information that is not generally known to the public, which is considered confidential or proprietary information of the other party (“Confidential Information”). Confidential Information includes, without limitation, this Agreement, Jopinc’s pricing, and all competitively sensitive, non-public or secret business, marketing, sales, financial, technical and other information disclosed or made available by one party to the other party. Each party agrees that, in the event a party is exposed to the other party’s Confidential Information, the receiving party: (i) will protect Confidential Information from unauthorized disclosure using commercially reasonable care, (ii) will not disclose Confidential Information to any third party (provided that a receiving party may disclose the disclosing party’s Confidential Information to any of its affiliates, consultants or contractors (collectively, “Representatives'') as necessary to perform its obligations or exercise its rights in this Agreement, provided that Representatives are bound by written agreement to confidentiality obligations consistent with this Agreement with respect to such information, and(iii) will not use Confidential Information (other than as authorized by this Agreement) without the prior written consent of the other party. Receiving party will be responsible for any breach of this Agreement by its Representatives. Within five (5) business days after a request by either Jopinc or You, or upon termination of this Agreement, all materials or media containing any Confidential Information will be either returned to the originating party or destroyed by the receiving party. The preceding destruction provision will not apply to back-up copies of a disclosing party’s Confidential Information made by the receiving party in the ordinary course of its business, provided that the receiving party will remain bound by its confidentiality obligations hereunder for so long as it retains such back-up copies. Confidential Information does not include information which: (i) was already known to the receiving party prior to the time that it is disclosed to the receiving party as evidenced in writing and without a duty of confidentiality; (ii) is or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (iii) has been rightfully received from a third party without breach of any duty of confidentiality; (iv) has been approved for release by written authorization of the disclosing party; or (v) is required to be disclosed pursuant to the order of a court or governmental agency, and if the receiving party promptly provides to the disclosing party, if permitted by law, prior written notice of the order and the opportunity to contest disclosure. Confidential Information that is not trade secrets, shall be subject to confidentiality obligations under this Agreement for a period of five (5) years from date of expiry or termination hereof. Confidential Information that is a trade secret shall be subject to the confidentiality obligations under this Agreement for so long as it remains eligible for trade secret protection under applicable law.
13. LINKS TO/FROM THIRD PARTY SITES
The Service may provide links (or allow You or Authorized Users to provide links) that allow You or the Authorized Users to leave Jopinc's platform and/or access third party websites or access the Jopinc platform through third party websites. The linked sites are not under the control of Jopinc and Jopinc is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites or the performance or security of such other sites. Jopinc is not responsible for any content of or transmission to or from any linked site. Jopinc provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Jopinc of the site, and Users access any such third-party websites or access the Service through any third party websites at their sole risk and discretion.
14. SECURITY; PASSWORDS; INTERNET
You are responsible for administering usernames and passwords for all Users (the “Log-In Information'') and administering any Authorized User access granted to the Service through an Authorized User’s account at a third party site. Each User must have a valid username and password for the purpose of accessing the Services. You and Your Users must keep all Log-In Information and information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred to another person without Jopinc’s prior consent, provided that Jopinc will not withhold consent for a request by You to change a User. Jopinc shall take reasonable measures and precautions in accordance with industry standards and practices to keep Your and Your Users’ account, usernames and passwords free from unauthorized access or use. Except to the extent resulting out of a breach by Jopinc of the foregoing sentence, You are responsible for the use of the Services by any of Your employees or any person who gains access to Your data or the Services through Your employees or Authorized Users, even if such use was not authorized by You or results from Your failure to use reasonable security precautions or the breach of such precautions.
You may not resell, license or otherwise provide access by any means to any part of the Services other than to Authorized Users for whom a subscription is paid. You and Your Authorized Users are responsible for maintaining the confidentiality of that User's username and password. You and Your Authorized Users are responsible for any and all activities that occur under all Your Authorized Users' accounts. You agree to notify Jopinc immediately of any unauthorized use of Your Authorized Users' accounts or any other breach of security. Except to the extent resulting from a failure by Jopinc to use industry standard measures designed to secure Subscriber's account from unauthorized access, Jopinc will not be liable for any loss that You or a User may incur as a result of someone else using Your Authorized Users' passwords or accounts, either with or without the applicable Authorized Users' knowledge. Jopinc is not responsible to You for unauthorized access to Your data or the unauthorized use of the Services unless such unauthorized use or access results from failure by Jopinc to meet its security obligations as provided herein.
Jopinc will use industry standard measures to safeguard the Services and Subscriber’s account therein. However, Jopinc does not guarantee the security of any information transmitted to or from You or any User over the Internet, including through the use of e- mail. Access to the Internet, if employed, is Your and each User's sole responsibility and the responsibility of Internet provider(s) You select. Jopinc does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications facilities or equipment.
15. COMMUNICATIONS FROM JOPINC
Jopinc may periodically contact You or Authorized Users for customer service purposes. By accessing the Services, You and each User consent to receive such communications. You agree that Jopinc may reference its business relationship with You in its marketing or sales materials provided Subscriber approves in writing such materials prior to publication.
16. TERMINATION; EFFECT
Suspension or Accelerated Termination. Jopinc may immediately suspend the Services or terminate this Agreement for its convenience if: (i) Jopinc becomes aware of what it, in its sole discretion, deems a credible claim that the Services infringe upon the intellectual property rights of a third party or (ii) if required to do so by law. In each case, Jopinc will give You advance notice of pending suspension or termination of at least twelve (12) hours, unless Jopinc determines, in its reasonable discretion, that no notice or shorter notice is necessary to protect Jopinc, its customers, or others, and Jopinc will extend the Term of Services by the number of days the Services were suspended, or refund to Subscriber any amounts paid by Subscriber for Services not rendered during the Term of Services.
Breach. Jopinc may, at its option, terminate this Agreement for cause or suspend the Services if: (i) Jopinc reasonably believes that the Services are being used in violation of law or this Agreement; (ii) Your use of the Services interferes with the normal operations of the System or other customer’s use of the Services; (iii) there is an attack on the System or any portion thereof or Your account is accessed or manipulated by a third party without Your consent or in violation hereof, or there is another event for which Jopinc reasonably believes suspension of Services is necessary to protect the Jopinc network or Jopinc's other customers; (iv) Your payment of any amount due hereunder is overdue and You fail to pay the overdue amount within ten (10) business days of Jopinc's written notice (email notice to Your account representative shall suffice); (v) You breach any of Your obligations relating to Jopinc' or any third party’s intellectual property rights; or (vi) You materially fail to comply with any other provision of the Agreement and do not remedy that failure within ten (10) business days after receipt of notice thereof from Jopinc (email notice to Your account representative shall suffice). You may, at Your option, terminate this Agreement for breach by Jopinc of its obligations hereunder, provided Jopinc fails to cure the breach within ten (10) business days of receipt of notice of breach from You.
Effect of Termination. Upon expiration or prior termination of this Agreement, all licenses granted herein shall cease. All access to and use of the Services by Authorized Users must then cease and Jopinc shall make available to You any of Your data or materials in its possession within thirty (30) days following such termination. Sections 10, 11, 12, 14, 16, 17, 18, 19 and 20 shall survive any termination. Except in the case of termination by Jopinc for cause, Jopinc shall refund to Subscriber any amounts paid by Subscriber for Services not rendered prior to or following the effective date of termination.
17. LIMITED WARRANTY, LIMITATION OF LIABILITY
Jopinc represents and warrants that: (i) it has the right to provide the Services as presently operated and as they may be operated from time to time during the Term of this Agreement; (ii) it will comply with all applicable laws, rules, regulations and policies in connection with the performance of its obligations hereunder, including without limitation any laws, rules, regulations or policies relating to privacy or the use of personally-identifiable information; (iii) it will perform the Services in a professional and workmanlike manner in accordance with industry standards and practices; (iv) the Services do not contain viruses, spyware, malware or other malicious code; (v) to its knowledge, the Services, and the technologies associated therewith, do not infringe upon any intellectual property rights of any third party, (vi) it shall post and maintain its privacy policy on its website and adhere to its privacy policy, which will abide by applicable laws, and (vii) it will provide the Services in conformity with the specifications for such Services as provided to Subscriber by Jopinc and the Services will reasonably perform as intended and will perform in conformity with the SLA. Except for the limited warranties expressly provided in the previous sentence, EACH PARTY’S RESPECTIVE PRODUCTS, SERVICES, INFORMATION AND MATERIALS ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, AND, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 18 OR 14 HEREOF, SECURITY AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
OTHER THAN FOR A BREACH BY EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 18, OR FOR A BREACH BY EITHER PARTY OF SECTION 12 (CONFIDENTIAL INFORMATION), OR FOR A BREACH BY SUBSCRIBER OF JOPINC’S INTELLECTUAL PROPERTY PROVIDED UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, AND EXCEPT FOR A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR AN AMOUNT GREATER THAN THE AMOUNT THAT THE SUBSCRIBER HAS PAID OR WILL PAY TO JOPINC FOR THE SERVICES UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE MOST RECENT CLAIM.
18. INDEMNIFICATION
Indemnification by Jopinc. Jopinc will defend, indemnify, and hold harmless You, Your corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (a) a breach of its confidentiality obligations under Section 12 (b) Jopinc’s violation of law applicable to it and its business, (c) an allegation that Services violate the intellectual-property rights of such third party, or (d) gross negligence or willful misconduct of Jopinc in providing Services, and/or (e) a breach of its representations and warranties under Section 17.1 (i), (ii), (iii), (iv), (v) and (vi). If the Services infringe upon any third party intellectual property rights, Jopinc will at its option and expense: (i) modify the Services to the extent that it is not infringing any further; (ii) substitute the Services with other services with substantially equivalent functionality; or (iii) obtain from such third party the right for You to use the infringing Services. If such remedies are not reasonably available Jopinc may terminate this Agreement in accordance with Section 16 and shall refund amounts paid by You for Services not rendered prior to or following the effective date of termination. Notwithstanding the above, Jopinc shall have no liability for any claim of infringement to the extent caused by (i) the Service having been modified by parties other than Jopinc or was not authorized by Jopinc in writing; (ii) Subscriber’s use of the Service in conjunction with Subscribers or a third party’s data, where use with such data gave rise to the infringement claim; or (iii) Subscriber’s use of the Service with non- Jopinc data, material, software or hardware, where
Indemnification by You. You will defend, indemnify, and hold harmless Jopinc, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (a) breach of Your confidentiality obligations under Section 12; (b) Your violation of law applicable to You and Your business; (c) an allegation that Your Materials violate the intellectual-property rights of such third party or (d) Your grossly negligent or willful misconduct in using the Services.
Notice; Cooperation The indemnitee will promptly notify the indemnitor should it become aware of any pending or threatened action that is covered by this Section and will reasonably cooperate with the indemnitor (at the indemnitor’s expense) in the defense of such action. The indemnitor shall have the sole right to defend and settle the indemnification claim on behalf of the indemnitee, provided that indemnitor will not settle any claim, without the prior written approval of the indemnitee, if such settlement imposes any obligations, commercial or otherwise on the indemnitee (which approval shall not be unreasonably withheld, delayed or conditioned).
19. Notice; Cooperation
This Agreement and the relationship among the parties hereto shall be governed by, and interpreted in accordance with, the laws of India without having regard to the conflict of law’s provisions thereunder. The courts of New Delhi, India shall have exclusive jurisdiction over all matters arising pursuant to this Agreement.
20. DISPUTE RESOLUTION
If any dispute arises between the parties during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement or regarding a question, including the question as to whether the termination of this Agreement by one party hereto has been legitimate (“Dispute”), the disputing Parties hereto shall endeavour to settle such Dispute amicably. The attempt to bring about an amicable settlement shall be considered to have failed if not resolved within 30 (thirty) days from the date of the Dispute.
If the parties are unable to amicably settle the Dispute in accordance with Clause 20.1within the period specified therein, any party to the Dispute shall be entitled to serve a notice invoking this Clause 20.2. The disputing Parties shall endeavour to resolve the Dispute in accordance with the Arbitration and Conciliation Act, 1996 (the “Arbitration Act”) by referring to and shall be finally and exclusively resolved under the rules of the Delhi International Arbitration Centre in force as at the date of application for arbitration (the "Arbitration Rules"). Arbitration shall be conducted by a Sole Arbitrator appointed in accordance with the Arbitration Rules and Arbitration Act and the place of arbitration shall be New Delhi, India. The arbitration proceedings shall be conducted in the English language.
The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings.
The award shall be binding on the parties, subject to the applicable laws in force, and the award shall be enforceable in any competent court of law.
The provisions of this Clause shall survive the termination of this Agreement.
21. MISCELLANEOUS
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war, strikes, lockouts, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, hacking, malicious mischief, force majeure, or any similar event beyond a party's reasonable control shall not be a breach hereof and neither party shall be liable for any loss or damage resulting therefrom; provided that, should Jopinc’s performance be affected for a period of thirty (30) or more consecutive days, You may terminate this Agreement immediately upon notice to Jopinc and Jopinc shall refund to You any fees paid under any related Service Agreements and any amounts paid by You for Services not rendered prior to or following the effective date of termination.
Independent Contractors: This Agreement is on a ‘principal to principal’ basis and the services under this Agreement are strictly provided as an ‘independent service provider’. The parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
Assignability: Except as provided in this Agreement, none of the parties shall be entitled to assign their rights and obligations under the Agreement to a third party without the prior written consent of the other party. However, Jopinc shall be free to sub-contract at its sole discretion to any vendors any work or avail of products and services provided by such vendors in order to provide the Service to You. .
Waiver: Failure of a party to require performance of any provision of this Agreement shall not affect such party's right to full performance thereof at any time thereafter, and any waiver by a party of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach. No waiver shall be effective unless in writing and duly executed by the concerned party. .
Amendments: Any provision of this Agreement may be amended only if such amendment is in writing and signed by parties to this Agreement.
Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision will be struck from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. Further, the parties shall endeavour to replace such provision with a valid, legally enforceable provision that reflects the original intent of the parties.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.
Except for revisions or updates to the SLA or Services specifications as described herein, this Agreement may be amended only in a writing signed by both parties.
This Agreement, together with the exhibit hereto, shall supersede in its entirety any purchase order/statement of work/order form or other documentation issued by Subscriber. In no event will any additional terms and conditions on a purchase order or other documentation be effective unless expressly accepted by each party in writing. No provision of this Agreement or any related document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
Subscriber shall accommodate reasonable requests from Jopinc for co-marketing activities such as a case study or testimonial that mention the business relationship and the value delivered by Jopinc. The cooperation of the Subscriber for such activities may be subject to approvals from the Subscriber’s relevant decision makers and the demonstration of value by Jopinc.
Counterparts: This Agreement may be signed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute the same instrument.
Expenses. For the transaction contemplated in this Agreement, the parties shall bear their respective fees, out of pocket costs and expenses incurred by them.
