Software Subscription Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION & USE OF OUR SERVICES

IF YOU REGISTER FOR A FREE TRIAL OF OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AN AUTHORITY OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on January 01, 2016. It is effective between you and us as of the date of your accepting this Agreement.

1. DEFINITIONS

“Activation date” means the date from which device specific service is ready to install and be used by the end user.

“Affiliate“ means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means our services that are not generally available to customers.

“Content” means information obtained by us from our content licensors or publicly available sources and provided to you pursuant to an Order Form, as more fully described in the Documentation.

“Documentation” means our online user guides, documentation, and help and training materials, as updated from time to time, accessible via https://docs.effiasoft.com or login to the applicable Service.

“Due date” means 10 days from payment date.

“In period activation” means device specific service activated in between payment dates.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services.

“Non-EffiaSoft Applications“ means a Web-based or offline software application that is provided by you or a third party and interoperates with a Service, including, for example, an application that is developed by or for you.

“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between you and us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. This form can be in terms of a purchase order, tendered bill or an online order form.

“Payment date” means the date when the advance payment for the period becomes due.

“Previous period subscription” means number of device specific service active on the last payment date.

“Purchased Services“ means Services that you or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Services” means the products and services that are ordered by you under a free trial or an Order Form and made available online by us, including associated offline components, as described in the Documentation. “Services” exclude Content and Non-EffiaSoft Applications.

“Supplementary subscriptions” means any additional services tied to the base service. Not limited to training, SMS service, support etc.

“User” means an individual who is authorized by you to use a Service, for whom you have ordered the Service, and to whom you (or We at Your request) have supplied a user identification and password. For example, the users may include your employees, consultants, contractors and agents, and third parties with whom you transact business.

“We,” “us” or “Our“ means the EffiaSoft Company described in Section 13 (Who you are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your“ means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity.

“Your Data” means electronic data and information submitted by or for you to the Purchased Services or collected and processed by or for you using the Purchased Services, excluding content and Non-EffiaSoft applications.

2. FREE TRIAL

If you register on our website for a free trial, We will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by you for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are superseding to this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM PROFESSIONAL EDITION TO LITE EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST. WE DO NOT GURANTEE ANY DATA CAPTURED, GENERATED DURING THE FREE TRIAL PERIOD.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the User Guide during the trial period so that you become familiar with the features and functions of the Services before you make your purchase.nt will remain in effect.

3. OUR RESPONSIBILITIES

3.1. PROVISION OF PURCHASED SERVICES.

We will (a) make the Services and Content available to you pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to you at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (I) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Indian time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-EffiaSoft Application, or denial of service attack.

3.2. STANDARD SUPPORT SERVICES.

EffiaSoft will provide Standard online support using online tools such as EffiaSoft support portal, email and remote control software by sharing desktop.

User must report any issue in written in form of Service Request (SR) ticket from the EffiaSoft Support portal available at http://support.effiasoft.com. Any other channel of communications such as email, telephonic call, electronic chat, verbal communication will not be considered as an official channel to report any issue.
Service Request Tickets can be raised for any issue related to software function, performance, queries and troubleshooting.
Multiple issues (related or unrelated) should not be combined in a single Service Request Ticket. Each issue must be reported as a separate Service Request Ticket.
The standard business hours for support is from 10 A.M. to 7:30 P.M. India Time (IST), from Monday to Friday on a week, except any Public Holidays.

3.3. SERVICE LEVEL AGREEMENT.

The following SLA (Service Level Agreement) will be applicable for the Standard Support against the Purchased Services.

Severity Level	Definition	Initial communication & Assessment
S1	Critical business impact Critical production issue that severely impacts your use of the service. The situation halts your business operations and no procedural workaround exists.	1 day
S2	Significant Business Impact Major functionality is impacted or significant performance degradation is experienced. The situation is causing a high impact to portions of your business operations and no reasonable workaround exists.	2 days
S3	Minor Business Impact Product features are unavailable but a workaround exists and the majority of software functions are still useable. Minor function/feature failure that the customer can easily circumvent or avoid. Customer’s work has minor loss of operational functionality.	3 days
S4	Cosmetic Business Impact Cosmetic problem or question that does not affect the software function such as How To’s, documentation, general questions, or enhancement requests. There is no impact to product usage or customer’s operations.	4 days

EffiaSoft holds the authority to determine the Severity Level of any issue reported based on the above definition. The Initial communication & Assessment time are based on business working days, and not the calendar days.

3.4. PROTECTION OF YOUR DATA.

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as you expressly permit in writing.

3.5 OUR PERSONNEL.

We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement.

3.6 BETA SERVICES.

From time to time, we may invite you to try Beta Services at no charge. You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

4.1 SUBSCRIPTIONS.

Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any supplementary subscriptions will terminate on the same date as the underlying subscriptions.

4.2 USAGE LIMITS.

Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If you exceed a contractual usage limit, we may work with you to seek and reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).

4.3 YOUR RESPONSIBILITIES.

you will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which you acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, (e) comply with terms of service of Non-EffiaSoft Applications with which you use Services or Content, and (f) you shall not hold EffiaSoft responsible for any legal or otherwise action produced because of your business deed.

4.4 USAGE RESTRICTIONS.

You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than you or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (I) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

4.5 EXTERNAL-FACING SERVICES.

If you subscribe to a Service for creation and hosting of external-facing websites, you will comply with, and be responsible for Users’ compliance with, Our External-Facing Services, and be solely responsible for complying with applicable law in any use of cookies or other tracking technologies on such websites.

4.6. REMOVAL OF CONTENT AND NON-EFFIASOFT APPLICATIONS.

If we are required by a licensor to remove Content, or receive information that Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event you will promptly remove such Content from Your systems. If we receive information that a Non-EffiaSoft Application hosted on a Service by you may violate Our External-Facing Services or applicable law or third-party rights, we may so notify you and in such event you will promptly disable such Non-EffiaSoft Application or modify the Non-EffiaSoft Application to resolve the potential violation. If you do not take required action in accordance with the above, we may disable the applicable Content, Service and/or Non-EffiaSoft Application until the potential violation is resolved.

5. NON-EFFIASOFT PROVIDERS

5.1 ACQUISITION OF NON-EFFIASOFT PRODUCTS AND SERVICES.

We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-EffiaSoft Applications and implementation and other consulting services. Any acquisition by you of such Non-EffiaSoft products or services, and any exchange of data between you and any Non-EffiaSoft provider, is solely between you and the applicable Non-EffiaSoft provider. We do not warrant or support Non-EffiaSoft Applications or other Non-EffiaSoft products or services, whether or not they are designated by us as “certified” or otherwise, except as specified in an Order Form.

5.2 NON-EFFIASOFT APPLICATIONS AND YOUR DATA.

If you install or enable a Non-EffiaSoft Application for use with a Service, you grant us permission to allow the provider of that Non-EffiaSoft Application to access Your Data as required for the interoperation of that Non-EffiaSoft Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-EffiaSoft Application.

5.3 INTEGRATION WITH NON-EFFIASOFT APPLICATIONS.

The Services may contain features designed to interoperate with Non-EffiaSoft Applications. To use such features, you may be required to obtain access to Non-EffiaSoft Applications from their providers, and may be required to grant us access to your account(s) on the Non-EffiaSoft Applications. If the provider of a Non-EffiaSoft Application ceases to make the Non-EffiaSoft Application available for interoperation with the corresponding Service features on reasonable terms, we may cease providing those Service features without entitling you to any refund, credit, or other compensation.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

6.1 FEES.

You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (I) Fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2 INVOICING AND PAYMENT.

You will provide us with valid cheque in Indian currency (INR) or pay online. If you provide credit card information to us, you authorize us to charge all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually, quarterly or half-yearly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, or online payment we will invoice you in advance. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

6.3 OVERDUE CHARGES.

If any invoiced amount is not received by us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms.

6.4 SUSPENSION OF SERVICE AND ACCELERATION.

We may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. We will give you at least 5 days’ prior notice that your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to you. Nonpayment after the due date can result into termination of service with no recourse whatsoever. Termination of service or charging late interest charge is purely on discretion of EffiaSoft.

6.5 PAYMENT DISPUTES.

We will not exercise our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6 TAXES.

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section 6.6, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.

6.7. FUTURE FUNCTIONALITY.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. We will try and incorporate reasonable functionality demanded by you in our future releases. Inclusion of any such new functionality is at sole discretion of EffiaSoft. Any unreasonable demand, threat in this regards could results into termination of services.

7. REFUND POLICY

All decisions with respect to refunds will be at the sole discretion of EffiaSoft and in accordance with EffiaSoft’s internal refund policy and the same shall be final and binding. All refunds initiated by EffiaSoft shall be refunded to the financial source account from which users have initiated the transaction on the platform.

8. PROPRIETARY RIGHTS AND LICENSES

8.1 RESERVATION OF RIGHTS.

Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of our/their right, title and interest in and to the Services and Content, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

8.2 LICENSE BY US TO USE CONTENT.

We grant to you a country specific, limited-term license, under our applicable intellectual property rights and licenses, to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation. International/cross-country licenses are subjected to be explicit on the order form.

8.3 LICENSE BY YOU TO HOST YOUR DATA AND APPLICATIONS.

You grant us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-EffiaSoft Applications and program code created by or for you using a Service, as necessary for us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from you or Your licensors under this Agreement in or to Your Data or any Non-EffiaSoft Application or program code.

8.4 LICENSE BY YOU TO USE FEEDBACK.

You grant to us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the operation of the Services.

9. CONFIDENTIALITY

9.1. DEFINITION OF CONFIDENTIAL INFORMATION.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

9.2 PROTECTION OF CONFIDENTIAL INFORMATION.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.

9.3 COMPELLED DISCLOSURE.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

10.1. REPRESENTATIONS.

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2. OUR WARRANTIES.
We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, (d) subject to Section 5.3 (Integration with Non-EffiaSoft Applications), We will not materially decrease the functionality of the Purchased Services during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, your exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).

10.3 DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

11. MUTUAL INDEMNIFICATION

11.1 INDEMNIFICATION BY YOU.

You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against us”), and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, a Claim Against us, provided We (a) promptly give you a written notice of the Claim Against us, (b) give you the sole control of the defense and settlement of the Claim Against us (except that you may not settle any Claim Against us unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at Your expense.

11.2 EXCLUSIVE REMEDY.

This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

12. LIMITATION OF LIABILITY

12.1 LIMITATION OF LIABILITY.

NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT A CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

12.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. TERM AND TERMINATION

13.1 TERM OF AGREEMENT.

This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.

13.2. TERM OF PURCHASED SUBSCRIPTIONS.

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term. Subsequent year pricing increase will not exceed 10% of the pricing for the applicable Purchased Service or Content in the immediately prior subscription term, unless the pricing in the prior term was designated in the relevant Order Form as promotional or one-time. This subsequent year pricing increment is subject to higher change in the standard list price designated in the EffiaSoft official website. E.g.

Year	List Price	Customer Price
First Year	X	X
Second Year	X*120%	Maximum Customer price = X*110%
Third Year	X120%150%	Maximum Customer price = X110%110%

This price capping is applicable only for first three years. Subsequently the pricing is at sole discretion of EffiaSoft.

13.3 TERMINATION.

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.4 REFUND OR PAYMENT UPON TERMINATION.

If this Agreement is terminated by you in accordance with Section 12.3 (Termination), we will refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by us in accordance with Section 12.3, you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. In no circumstances refund is applicable other than material breach.

13.5 YOUR DATA PORTABILITY AND DELETION.

Upon request by you made within 15 days after the effective date of termination or expiration of this Agreement, We will make the Data available to you for export or download as provided in the Documentation. After that 15-day period, we will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our Possession or control as provided in the Documentation, unless legally prohibited.

13.6. SURVIVING PROVISIONS.

The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Portability and Deletion of Your Data,” “Who you Are Contracting With, Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration of this Agreement.

14. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

14.1. GENERAL.

This Agreement shall be governed by and construed in accordance with the laws of India and Parties agree to submit to the jurisdiction of courts of Hyderabad, India. The rules of conflict of laws are excluded. In the event that any of the provisions of this Agreement shall be held by the court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect. Any conflict will have to be resolved in courts of Hyderabad, India.

14.2. MANNER OF GIVING NOTICE.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant Services system administrator designated by you.

14.3 AGREEMENT TO GOVERNING LAW AND JURISDICTION.

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

14.4 NO AGENCY.

For the avoidance of doubt, we are entering into this Agreement as principal and not as an agent for any other EffiaSoft company. Subject to any permitted Assignment under Section 14.4, the obligations owed by us under this Agreement shall be owed to you solely by us and the obligations owed by you under this Agreement shall be owed solely to us.

15. GENERAL PROVISIONS

15.1 EXPORT COMPLIANCE.

The Services, Content, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation. Country specific export compliance is your sole responsibility, EffiaSoft has no bearing on it.

15.2 ANTI-CORRUPTION.

You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify Our Legal Department at support@effiasoft.com.

15.3 ENTIRE AGREEMENT AND ORDER OF PRECEDENCE.

This Agreement is the entire agreement between you and us regarding your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in your purchase order or in any other of your order documentation (excluding invoice) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Invoice, (2) this Agreement, and (3) the Documentation.

15.4 ASSIGNMENT.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, we will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15.5 RELATIONSHIP OF THE PARTIES.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.

15.6 THIRD-PARTY BENEFICIARIES.

Our Content licensors shall have the benefit of our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

15.7 WAIVER.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

15.8 SEVERABILITY.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement.