PRIVACY POLICY

Our Privacy Policy was last updated on 10/15/2024.

We at IndiAide Inc. (the “Company”, “we”, “us” or “our”) understand that privacy is important to you.

We have created this privacy policy (“Privacy Policy”) to describe what kinds of personal information we may obtain through your interaction (each, a “User”) with the Company, including but not limited to, our website and the related mobile applications and platforms (collectively, the “Application”).

By visiting the Application, you accept the practices described in this Privacy Policy and our Terms of Service. If you do not agree to (or cannot comply with) all of the terms and conditions of this Privacy Policy, you may not access the Application.

Capitalized terms not defined in this Privacy Policy shall have the meanings set forth in our Terms of Service, which can be found here: https://www.indiaide.com/terms-and-conditions

INFORMATION WE COLLECT

In the course of operating the Application, the Company collects or receives the following types of information, which may include personal information.

Personal Identification Information

We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our Application, register on the Application, subscribe to the newsletter, and in connection with other activities, services, features or resources we make available on the Application. Users may be asked for your name, address, phone number, and where appropriate, an email address (“Personal Information”). Users may, however, visit our Application anonymously.

We will collect Personal Information from Users only if they voluntarily submit such information to us. Users can always refuse to supply Personal Information, however, it may prevent them from engaging in certain Application-related activities.

Non-Personal Identification Information

In addition to the Personal Information, we may collect additional identification information about Users, your interaction with us and our advertising, as well as information regarding yourcomputer or otherdevices used to access our Application (“Other Information”). Such Other Information may include:

• From You. Additional information about yourself that you voluntarily provide to us, such as gender, birthdate, interests, and biometric information (such as fingerprints and voice recordings).
• From Your Activity. Information that we automatically collect when you use the Application, such as (i) information about the device from which you access the Application (i.e., the type of device, the advertising identifier (“IDFA” or “AdID”), the operating system and version (for example iOS, Android or Windows), your carrier and network type (WiFi, 3G, 4G, LTE); (ii) your IP addresses (which may consist of a static or dynamic IP address and will sometimes point to a specific identifiable computer or device); (iii) browser type and language; (iv) referring and exit pages and URLs; (v) date and time; (vi) amount of time spent on particular pages; (vii) what features of the Application you use or visit; (viii) what you order and from which restaurants; and (ix) similar information concerning your use of the Application.
• From Cookies and Similar Technology. Like most online services, we automatically receive standard technical information when you connect with the Application. We collect this information through browser cookies, pixels, web server logs, web beacons, and similar technologies. These features enable us to personalize your experience with the Application, understand how you use them, maintain a persistent session, and improve and further develop the Application. Cookies are small packets of data that a website stores on your computer’s hard drive so that your computer will “remember” information about your visit. We use cookies to help us collect Other Information and to enhance your experience using the Application. Specifically, we use cookies to authenticate users, personalize your experience when using the Application, analyze which features of the Application you use most frequently, and measure and optimize advertising and promotional effectiveness. To do this, we may use both session cookies, which expire once you close your web browser, and persistent cookies, which stay on your computer until you delete them. If you do not want the Application to place a cookie on your hard drive, you may be able to turn that feature off on your computer or mobile device. Please consult your Internet browser’s documentation for information on how to do this. However, if you decide not to accept cookies from us, the Application may not function properly. When the Application is made available to you through third-party sites, please be aware that these other sites maintain their own policies regarding cookies and the collection and use of information. You are responsible for reviewing those policies.
• From Other Sources. Information that we collect or receive from Facebook and/or other sites on which you have used the Application in accordance with their terms of use and privacy policies and applicable law.
• Third-Party Analytics. We use third-party analytics services (such as Google Analytics) to evaluate your use of the Application, compile reports on activity, collect demographic data, analyze performance metrics, and collect and evaluate other information relating to the Application and mobile and internet usage. These third parties use cookies and other technologies to help analyze and provide us the data. By accessing and using the Application, you consent to the processing of data about you by these analytics providers in the manner and for the purposes set out in this Privacy Policy. The information used by such analytics services is generally at the aggregate level. To the extent any such information is at the individual level or is used for secondary marketing purposes, Canadian users may opt-out of such collection or use by sending an e-mail to at info@indiaide.com or writing to us at [insert address].

HOW WE USE YOUR INFORMATION

We use your personal information to provide the Application, and to operate our business. These business services include:

• Application-Related Usage: We use the Personal Information and the Other Information to provide and support the Application, such as communicating with you and other customers, managing user accounts, providing customer service, informing you about our products and services, soliciting feedback and maintaining our systems.
• Analyzing and Improving the Application: We may run calculations, aggregate, normalize, clean, and make derivative works of the information obtained about you in order to
  • Understand and analyze usage trends and preferences;
  • Monitor and analyze the effectiveness of the Application;
  • Improve the Application and develop new products, services, features, and functionality; and
  • Test the Application and our infrastructure to make sure the Application is working correctly.
• Marketing: As permitted by applicable law, we may use the Personal Information and the Other Information for marketing purposes, such as informing you about our products and services and those of our third-party marketing partners that could be useful, relevant, valuable, or otherwise of interest to you. Where required under applicable law, we will obtain your prior opt-in consent to send you electronic marketing communications. Please note that we will not share phone numbers obtained from the short code opt-in with third parties for their own marketing purposes
• Hiring: We may use your Contact Information and Other Information to evaluate a job applicants’ candidacy for a position with the Company.

HOW WE PROTECT YOUR INFORMATION

We take commercially appropriate data collection, storage and processing practices, and security measures to protect against unauthorized access, loss, misuse, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Application. Please understand, however, that no security system in impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the information that you supply will not be intercepted while being transmitted to and from us over the Internet. In particular, email sent to and from our platform may not be secure, and you should therefore take special care in deciding which information you send to us via email. Additional information can be found in our Terms and Conditions.

HOW WE SHARE YOUR INFORMATION

We may share transfer, or disclose Personal Information and/or Other Information only if you consent to us doing so, as well as in the following circumstances:

• To provide our Application to you. To provide you with our Application, we need to share your name and phone number and with any third parties that are involved in, or provide services in connection with, such services, such as licensees of our technology, middleware partners, and other similar third parties. Such parties will use such information in accordance with the terms of their respective privacy policies.
• To better understand and serve our customers. In an ongoing effort to better understand our Users and our Application, we might analyze Personal Information and/or Other Information in aggregate form in order to operate, maintain, manage, and improve the Application. This aggregate information does not identify you personally. We may share this aggregate data with our affiliates, agents, and business partners. We may also disclose aggregated user statistics in order to describe our products and services to current and prospective business partners and to other third parties for other lawful purposes.
• To assist us running our business. We may employ other companies and individuals to perform functions on our behalf. Examples may include providing marketing assistance, detecting and preventing fraudulent activity, services fulfillment, billing, and customer service. These other companies will have access to the Personal Information and the Other Information only as necessary to perform their functions and to the extent permitted by law.
• To receive assistance with our advertising. We share Other Information about your activity in connection with your use of the Application with third-party advertisers and remarketers for the purpose of tailoring, analyzing, managing, reporting, and optimizing advertising you see on the Application and elsewhere. These third parties may use cookies, pixel tags (also called web beacons or clear gifs), and/or other technologies to collect such Other Information for such purposes. Pixel tags enable us, and these third-party advertisers, to recognize a browser’s cookie when a browser visits the site on which the pixel tag is located in order to learn which advertisement brings a user to a given site. By accessing and using the Application, you consent to the processing of data about you by these advertisers/remarketing providers in the manner and for the purposes set out in this Privacy Policy.
• As part of the sale or other transfer of our business. As we develop our businesses, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, sale of assets, dissolution, investment, or similar corporate event, the Personal Information and Other Information may be part of the transferred assets.
• For legal purposes. To the extent permitted by law, we may also disclose Personal Information and the Other Information when required by law, court order, or other government or law enforcement authority or regulatory agency, or whenever we believe that disclosing such information is necessary or advisable, for example, to protect the rights, property, or safety of the Company or others.

We will take reasonable measures to require that any party receiving any of your personal information from us undertakes to: (i) retain and use such information only for the purposes set out in this Privacy Policy; (ii) not disclose your personal information except with your consent, as permitted by law, or as permitted by this Privacy Policy; and (iii) generally protect the privacy of your personal information.

CHILDREN’S INFORMATION

We do not knowingly collect Personal Information from children under the age of 13 through the Application. If you are under 13, please do not give us any Personal Information. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children to never provide us Personal Information without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Information to us, please contact us, and we will endeavor to delete that information from our databases.

EXTERNAL WEBSITES

Users may find advertising or other content on our Application that links to the sites and services of our partners, suppliers, advertisers, sponsors, licensors and other third parties. We do not control the content or links that appear on these sites and are not responsible for the practices employed by websites linked to or from our Application. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites that have a link to our Application, is subject to that website's own terms and policies.

YOUR CHOICES AND RIGHTS

Updating/Removing Your Personal Information

If you do not want your Personal Information used by the Company as provided in this Privacy Policy, you should not use the Application. You can correct, update or review Personal Information you have previously submitted by going back to the Application, logging-in and making the desired change. You can also request access, correction, or deletion of Personal Information by contacting us using the contact information listed below.

If you have registered and desire to delete any of your registration information you have provided to us from our systems please contact us using the contact information listed below. Upon your request, we will delete your registration information from our active databases and where feasible from our back-up media.

You can unsubscribe from an email newsletter by:

· Following the directions included at the bottom of the newsletter and using the “Unsubscribe” link found in the emails.

· Logging in to the Application and unchecking the newsletters you no longer wish to receive under the “My Profile” section.

All promotional emails that the Company sends with opportunities from the Company or with offers or informational materials from the Company on behalf of our sponsors will contain an opportunity to unsubscribe from getting additional emails of that type in the future from the Company unless you re-subscribe.

Registered Users cannot opt out of receiving transactional emails related to their account.

We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware that it is not technologically possible to remove each and every record of the information you have provided to the Company from our servers.

Cookies

Most browser software can be set to reject Cookies. Most browsers offer instructions on how to reset the browser to reject Cookies in the "Help" or “Settings” or “Preferences” section of your browser’s toolbar.

Texting

If you are part of our texting or messaging program, you can opt out of receiving marketing and non-transactional messages by texting “STOP” in response.

NOTICE TO CALIFORNIA RESIDENTS

If you are a resident of California, you have additional rights under the California Consumer Privacy Act (the “CCPA”). For more information about your rights under the CCPA, please visit our CCPA Privacy Notice to California Residents.

NOTICE TO NEVADA RESIDENTS

If you are a resident of Nevada, you have the right to opt-out of the sale of personal information to third parties. You can exercise this right by contacting us at info@indiaide.com with the subject line “Nevada Do Not Sell Request” and providing us with your name and the email address associated with your account.

IMPORTANT NOTICE TO NON-U.S. RESIDENTS

The Application is operated in the United States. If you are located outside of the United States, please be aware that any information you provide to us will be transferred to the United States where the privacy laws may not be as protective as those in your country of origin. If you are located outside the United States and choose to use the Application, you consent to any transfer and processing of your personal information in accordance with this Privacy Policy, and you do so at your own risk.

UPDATES TO THE PRIVACY POLICY

This Privacy Policy is effective as of the date stated at the top of this Privacy Policy. The Company may update this Privacy Policy at any time and without prior notice to you to reflect the changes in our privacy practices. We will indicate at the top of this Privacy Policy when it is most recently updated and we encourage Users to revisit this page for any periodic changes to stay informed about any changes. You acknowledge and agree that it is your responsibility to review this Privacy Policy periodically and become aware of modifications. Your continued use of the Application following the posting of changes to this Privacy Policy will be deemed your acceptance of those changes.

HOW TO CONTACT US

If you have any questions or comments about this Privacy Policy, our privacy practices, or if you would like to exercise your rights and choices, please email us at info@indiaide.com.

TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) GOVERN YOUR ACCESS TO, USE OF, AND RECEIPT OF INDIAIDE’S SUBSCRIPTION SERVICES AND OTHER SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER INDIVIDUAL IN A CAREGIVER CAPACITY OR A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY, AS APPLICABLE, TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH INDIVIDUAL OR ENTITY. IF YOU DOES NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT USE THE SUBSCRIPTION SERVICES.

THIS AGREEMENT INCLUDE A CLASS ACTION WAIVER AND WAIVER OF JURY TRIALS AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

THIS AGREEMENT LIMITS THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

YOU MUST BE 18 YEARS OLD TO USE THE SERVICES. The Company does not permit those under 18 to use the Services without initial setup and continued monitoring by a parent or legal guardian.

This Agreement was last updated on October 15, 2024. It is effective between Customer and the Company as of the date of Customer’s accepting this Agreement (the “Effective Date”).

The Company reserves the right, at its sole discretion, to make changes to all or portions of this Agreement at any time. You are responsible for checking this Agreement periodically for any changes. Your continued use of the Services means you agree to any new or modified terms of this Agreement accessible through the Services.

DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

“Acceptable Use Policy” means the Company’s Acceptable Use Policy located at https://www.indiaide.com/acceptable-use-policy, which is incorporated into this Agreement by this reference.

“Account” means the customer portal through which Customer will have access to the Subscription Services through the internet.

“Affiliate” means any entity, directly or indirectly through one or more intermediaries, that is controlled by or is under common control with a party hereunder. For the purposes of this definition, “control” means the ability to direct its affairs and/or to control the composition of its board of directors or ownership of more than fifty percent (50%) (or such lesser percent as may be the maximum that may be owned by foreign interests pursuant to the applicable laws of the country of incorporation) of (a) the shares of stock entitled to vote for directors in the case of a corporation; or (b) the equity or interests in profits in the case of a business entity other than a corporation.

“Agreement” means these Terms and Conditions and the agreements and documents referenced herein.

“Application” means the software program(s) provided by the Company downloaded by the Customer on any electronic device, including but not limited to the IndiAide Account Hub and IndiAide User App.

“Benchmark Data” means: (i) statistical, system, usage, configuration, log data and other performance data and output regarding the Customer’s compliance with the Agreement and Customer’s usage of the Subscription Services; or (ii) statistical, anonymized, or aggregated data that is derived from the Customer Data in connection with the provision of the Application; provided that none of the foregoing specifically identifies Customer or End-Users

“Beta Products” means, collectively, products and features which the Company may make available for use to Customer at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview or by a similar description.

“Claim” means, collectively, any and all claims, actions, demands, lawsuits or proceedings of any kind brought by an unaffiliated third party.

“Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to IndiAide, Inc., a Delaware corporation.

“Confidential Information” means non-public information, technical data or know-how of a party and/or its Affiliates, which is furnished to the other party in written or tangible form in connection with this Agreement that the receiving party knows or should have reasonably known is confidential or proprietary at the time of disclosure. For clarity, the features, functionality and content of the Subscription Services (including all data and information made available by Company via the Subscription Services), any Documentation, the Fees charged hereunder and any information regarding planned modifications or updates to the Subscription Services or other Company products and services constitute Company Confidential Information. Customer Confidential Information includes the Customer Data. Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential. Notwithstanding the foregoing, Confidential Information does not include information which is: (a) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (b) independently developed by the receiving party; (c) publicly disclosed through no fault of the receiving party; (d) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; or (e) approved for release by written agreement with the disclosing party.

“Country” means the United States of America.

“Customer” means the individual accessing or using the Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.

“Customer Data” means all data, content, information, files, text, music, sound, photographs, graphics, video, messages, and other materials collected, processed and/or retained by the Company for Customer in connection with providing the Subscription Services to Customer, including any of the foregoing provided by any End-User.

“Documentation” means printed or electronic technical documentation about the Subscription Services that is published or provided to Customer by the Company, including user manuals, training videos, and FAQs, but excluding marketing materials.

"End-User" means any Person other than Customer with whom Customer or its Affiliates interact with using the Subscription Service, including any Person submitting data, information, files or other content through the Subscription Services via a form or otherwise.

“Fees” means the then-applicable charges that Customer is required to pay to the Company for the Subscription Services as set forth on the Company’s website.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended or restated from time to time, and its implementing regulations.

“HITECH” means the Health Information Technology for Economic and Clinical Health Act and any regulations promulgated thereunder.

“Intellectual Property Rights” means any and all common law or statutory: (a) patents, patent applications, and patent rights; (b) rights associated with original works, authorship, moral rights, copyrights and all their exclusive rights; (c) rights relating to the protection of trade secrets and Confidential Information; (d) rights associated with designs, industrial designs and any other design; (e) rights analogous to those rights set forth above and all other industrial or intellectual property rights; and (f) registrations, provisionals, continuations, continuations-in-part, renewals, reissues, reexaminations and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

“Losses” means, collectively, all damages, liabilities, settlements, fines, penalties, judgements, expenses and costs (including reasonable attorneys’ fees) payable as a result of a Claim.

“Malicious Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “ransomware,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, interfering with or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) damaging or destroying any data or file without the user’s consent.

“Person” means any individual, corporation, firm, association, partnership, limited liability company or other legal entity or other form of business organization and any government agency, body or authority.

“Privacy Laws” means, collectively, all laws, rules and regulations regarding data privacy and security and transmission of personal data that apply to the Company’s provision of the Subscription Services to Customer, including but not limited to, HIPAA and HITECH.

“Privacy Policy” means the Company’s Privacy Policy located at https://www.indiaide.com/privacy-policy which is incorporated in this Agreement by this reference.

“Prohibited Data” includes, without limitation: (a) government-issued ID numbers such as passport numbers, taxpayer numbers, driver’s license numbers, (b) individual medical or health information (including without limitation, protected health information under HIPAA), (c) individual financial information or account numbers (including without limitation, credit or debit card numbers or bank account numbers), (d) security codes or passwords (other than passwords for Customer accounts on the Beta Products), (e) information about children, or (f) “special categories of personal data” under the EU General Data Protection Regulation) or similar information under other applicable Privacy Laws.

“Sales Order” means an online order issued by the Company that specifies the Subscription Services provided under this Agreement and describes the End-User quantities, Term, Fee, the other Service(s) to be provided (if any) and other information relevant to a specific transaction between the Company and Customer. Unless otherwise set forth in a written agreement between duly authorized representatives of the Parties, each Sales Order shall be subject to the terms and conditions of this Agreement and shall require Customer (or an Affiliate) to be bound by the terms of this Agreement.

“Services” means Subscription Services and any other products or services to be provided by Company to the Customer under a Sales Order or Free Trial.

“Subscription Service(s)” means Company’s SaaS-based subscription services available on Company’s website and purchased by Customer and provided by Company under this Agreement as specifically identified in the applicable Sales Order.

“Systems” means Web-based, mobile, offline or other software, hardware, modems, servers, network and communications equipment and ancillary services that is provided by Customer or a third-party that interoperates with the Services.

“Test Data” means data used to test the Company’s product that is (a) personal or sensitive data that has been obfuscated (e.g., de- identified, masked, anonymized, pseudoanonymized) so that it may not be used to identify a natural person; or (b) personal or sensitive data that is mocked up.

"Term" means the term of this Agreement, commencing on the Effective Date and continuing as long as a Sales Order is in effect, unless terminated pursuant to this Agreement. The term of each Sales Order shall be specified in each Sales Order.

“Third Party Applications” means, collectively, third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Subscription Service or the Company’s website links to, or which Customer may connect to or enable in conjunction with a Subscription Service, including, without limitation, Third Party Applications which may be integrated directly into Customer’s Account by Customer or at Customer’s direction.

SUBSCRIPTION

Upon the purchase of the Subscription Services, and subject to the limitations set forth herein, the Company grants Customer a worldwide, revocable (in accordance with this Agreement), limited, non-exclusive, non-transferable, non-sublicensable, right during the Term to (and permits the Customer’s Affiliates to), internally: (i) access, display and use the Subscription Services through the Application and (ii) access, display, reproduce and use the Documentation. The Company specifically reserves all rights not expressly granted herein.

Customer shall not use the Application beyond the scope of the rights granted in the Agreement. In this regard, unless permitted elsewhere in this Agreement, “Customer’s Business Purposes” shall not include the sale, transfer, license, or lease of the Application, or the use of the Application on a service bureau or timeshare basis with persons other than the Customer. Customer shall be responsible for End-Users’ compliance with this Agreement and will be solely liable for such Authorized Users’ access to the Application. Customer shall not directly or indirectly alter, modify, adapt, translate, copy, distribute, reverse engineer, decompile, disassemble, or create any derivative works of the Application not otherwise permitted by this Agreement. Customer shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in the Application.

BETA PRODUCTS

From time to time, the Company may (but shall not be required to) make Beta Products available to Customer solely for evaluation purposes. Customer may elect (but shall not be obligated) to try such Beta Products at Customer's sole and absolute discretion. Beta Products are intended for evaluation purposes only and not for production or commercial use. Beta Products may not be supported by Company and may be subject to additional terms. Beta Products are not considered Subscription Services; however, all restrictions, the Company’s reservation of rights, and Customer’s obligations concerning the Subscription Services, shall apply equally to Customer’s use of Beta Products. Customer acknowledges and agrees that the Beta Products are not designed to support Privacy Laws and regulations and/or requirements for Prohibited Data, including, but not limited to, HIPAA. Customer agrees not to use the Beta Products to process any Prohibited Data.

Notwithstanding anything in this Agreement to the contrary, the Company will have no liability for Losses arising out of or in connection with Beta Products. Customer acknowledges and agrees that: (1) the Beta Products are not an official product or Subscription Service and have not been commercially released for sale by the Company; (2) the Beta Products may not operate properly, be in final form or fully functional; (3) the Beta Products may contain errors, design flaws or other problems; (4) it may not be possible to make the Beta Products fully functional; (5) the information obtained using the Beta Products may not be accurate and may not accurately correspond to information extracted from any database or other source; (6) use of the Beta Products may result in unexpected results, loss of Customer Data or communications, project delays or other unpredictable damage or Loss; (7) the Company is under no obligation to release a commercial version of the Beta Products; and (8) the Company has the unilateral right to abandon development of the Beta Products at any time and without any obligation or liability to Customer. Customer acknowledges and agrees that it should not rely on the Beta Products for any reason. Customer is solely responsible for maintaining and protecting all Customer Data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta Products. Customer will be responsible for all costs and expenses required to backup and restore any Customer Data and information that is lost or corrupted as a result of Customer’s use of the Beta Products.

THE BETA PRODUCTS ARE PROVIDED “AS-IS.” AS IT RELATES TO THE BETA PRODUCTS, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF COMPANY AND ITS LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE BETA PRODUCTS, OR FOR ANY ERROR OR DEFECT IN THE BETA PRODUCTS, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $100. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR DATA BREACH AND LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, ARISING OUT OF OR IN CONNECTION WITH THE BETA PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK NEGOTIATED AND AGREED TO BY THE PARTIES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SUBSCRIPTION FEES AND PAYMENT TERMS

Fees

The Customer shall pay to the Company the Fees, at the rate then in effect, during the Term.

Payment of Fees

The Company will bill the Customer in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of subscription plan you select when purchasing the Subscription Services. At all times during the Term, Customer will provide the Company with valid and updated ACH and credit card information (“Authorized Payment Method”) and Customer authorizes the Company to charge such ACH or credit card for the Fees. Customer is responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information. If the Authorized Payment Method fails on the applicable payment date, the Company will provide notice to the Customer and Customer shall have twenty-four (24) hours to remedy the non-payment. If non-payment continues after twenty-four (24) hours, then the Company reserves the right to suspend the Subscription Services. Customer shall be responsible for any bank fees associated with multiple failed attempts at payment.

Taxes

The Fees and all other payments hereunder do not include taxes, duties, tariffs, levies, withholdings and similar assessments of any nature, (including without limitation, sales, use, and value-added and withholding taxes), assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for the payment of all Taxes associated with its purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the Company will reflect such amount in the billing statement and Customer will pay such amount unless Customer provides the Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Notwithstanding the foregoing, the Company is solely responsible for Taxes assessable against it based upon its operations, property and employees.

Fees are Non-Refundable

All Fees paid are non-cancellable and non-refundable, except as may be required by law.

Standard Text Messaging Fees

The Customer acknowledges and agrees that he/she/it may be subject to standard text messaging and data usage rates set by your telecommunications carrier that are used in connection with the Services.

USE OF SERVICES

Customer Account

Customer is responsible for all activities that occur under Customer’s Account and maintaining the security and confidentiality of all usernames, passwords, and encryption keys associated with Customer’s Account. Customer agrees to notify the Company immediately of any unauthorized use of Customer’s username or password or account or any other known or suspected breach of security.

Customer will (i) be responsible for End-Users’ compliance with this Agreement and Documentation, (ii) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Subscription Services, and the integration of any Third Party Applications with which Customer uses Subscription Services, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Subscription Services, and promptly notify the Company of any such unauthorized access or use, and (iv) use Subscription Services only in accordance with this Agreement, Documentation, the Acceptable Use Policy, the Privacy Policy and applicable laws and government regulations, including Privacy Laws. Any use of the Subscription Services in breach of the foregoing by Customer or End-Users that, in the Company’s judgment, threatens the security, integrity or availability of the Subscription Services, may result in the Company’s immediate suspension of the Subscription Services; however, the Company will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

Compliance with Law; Export Restrictions

Customer represents and warrants it will comply with all applicable laws and regulations of the United States and other applicable jurisdictions in using the Services provided by Company, including without limitation, import, re-import, sanctions, anti-boycott, export, re-export, data localization, and Privacy Laws (“Relevant Laws”). Customer shall be solely responsible for complying with any home country restrictions on receipt, use or downloading of the Subscription Services.

Privacy Laws

Notwithstanding anything in this Agreement to the contrary, some Customer Data entered by an End-User or Customer upon Account sign up and/or while using the Services may be considered Protected Health Information ("PHI"). The Company will comply with HIPAA and HITECH applicable to business associates and use it commercially reasonable efforts to maintain the confidentiality of any PHI transmitted or made available through the functionality of the Services. Customer agrees that this Agreement may be amended if necessary to comply with HIPAA and HITECH. The requirements of this section will outlast the termination of Customer’s use of Services.

To the extent permissible under Relevant Laws, Customer hereby grants to the Compnay a perpetual, unlimited license to use the Customer Data that is entered into or passes through the Services that specifically relates to you and your PHI in a de-identified format as defined under the Relevant Laws for data analyses; provided that the Company shall comply with Relevant Laws in connection with any such actions.

The Company specifically disclaims any liability for Customer’s use or misuse of PHI or other information transmitted, stored, or received while using the Services. The Company reserves the right to amend or delete any uploaded Customer Data and revoke or restrict access to any Account that in the Company’s sole discretion violates any provisions of this section or any Terms in general.

Export Control Laws

The Subscription Services are of United States origin, are provided subject to the U.S. Export Administration Regulations and may be subject to the export control laws of any other applicable country. Diversion contrary to applicable law is prohibited. Without limiting the foregoing, Customer warrants that during the Term that (i) it is not, and is not acting on behalf of, any Person who is a citizen, national, resident of or who is controlled by the government of any country to which the United States or other applicable government body has prohibited export transactions (e.g., Iran, North Korea, etc.); (ii) it is not, is not acting on behalf of, any Person listed on a relevant list of persons to whom export is prohibited (e.g., the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department Denied Persons List or Entity List, etc.); (iii) it will not use the Services for, and will not permit the Services to be used for, any purpose prohibited by applicable law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons; (iv) no Customer Data will be classified or listed on the United States Munitions list or similar list published for the jurisdiction in which the applicable data center is located, or contain defense articles, defense services or ITAR-related data; (v) no Customer Data will require an export license or is restricted under applicable export control laws from export to any country where Company maintains facilities or personnel; and (vi) Customer and Customer’s Affiliates, End-Users, and clients are not subject, either directly or indirectly, to any order issued by any agency of the United States government revoking or denying, in whole or in part, Customer’s United States export privileges. Customer must notify Company promptly if Customer or any Customer Affiliate, End-User or client becomes subject to any order of that type.

Third Party Applications and Use of Systems.

Customer acknowledges and agrees that Company is not responsible for Third Party Applications and that Company makes no representations or warranties regarding Third Party Applications. Third Party Applications may be modified, suspended or terminated at any time. Company does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from any Third Party Application. Company will not be responsible or liable, directly or indirectly, for any losses caused by or in connection with the use of or reliance on any Third Party Applications by Customer. Customer’s access and use of such Third Party Applications are governed solely by the terms and conditions of such Third Party Applications. Customer irrevocably waives any claim against Company with respect to Third Party Applications.

If Customer receives notice, including from Company, that a Third Party Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use Policy, Customer will promptly do so. If Customer does not take required action, or if in Company’s judgment continued violation is likely to reoccur, Company may disable the applicable Subscription Service and/or Third Party Application. If requested by Company, Customer shall confirm deletion and discontinuance of use of such Third Party Application in writing and Company shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.

Customer shall be responsible for obtaining and operating all Systems needed to use the Subscription Services and shall conduct all of its own backup, recovery and maintenance services on its Systems. Customer shall ensure that all such Systems are compatible with the Subscription Services.

RESTRICTIONS ON USE OF CUSTOMER DATA

Use of Customer Data

The Customer represents, and warrants and agrees that:

(a) the Customer Data shall not infringe on any Intellectual Property Rights or other rights of third parties and that Customer will not collect the Customer Data of any Person through the Subscription Service without first (x) receiving such Person’s consent and authorizations, or (y) having another appropriate legal basis for processing, in accordance with all applicable laws;

(b) it will not (A) use the Subscription Services to upload, post, link to, email, transmit, or otherwise make available any material that contains Malicious Code and (B) post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts or expropriates any system, data or personal information. The Company shall not be responsible for the accuracy, quality, integrity, legality, reliabilities, appropriateness of or copyright permissions for Customer Data or for any actions taken by Customer, its Affiliates, each of their employees, agents, subcontractors or End-Users or a third party with respect to the Customer Data after the Customer Data leaves the custody of the Company; and/or

(c) the Subscription Services are not intended to be a data backup service, and Customer shall not use the Subscription Services as a data backup service.

Additional Restrictions.

(a) Customer shall only use the Subscription Services for the benefit of Customer and its Affiliates and not for the benefit of any other third parties. For example, Customer (or its Affiliate) may not use the Service to issue forms and collect data on behalf of clients or end customers of Customer and/or its Affiliates or other third parties.

(b) Customer may not use any automated means, including agents, robots, scripts or spiders, to access or manage the Subscription Services, except solely to the extent as may be specifically enabled and authorized by Company in writing. Company may take any legal and technical measures to prevent the violation of this provision and to enforce this Agreement and reserves the right to delete an account or suspend Customer’s access to the Service if Customer violates this provision.

(c) Except as expressly provided in these terms or by the Company’s expressed written consent, Customer shall not copy, modify, reformat, lease, loan, sell, distribute, encode, post, publicly display, publish, republish, reproduce, derived creative works from, translate, upload, or otherwise exploit in any manner any part of the Services and Customer Data.

Prohibited Content.

The Company does not monitor the Customer Data processed through the Subscription Services, but it reserves the right to remove any Customer Data from the Subscription Services that it reasonably believes may violate the terms of this Agreement, any applicable law, rule or regulation, or infringe, misappropriate or violate any third party Intellectual Property Right or privacy right, subject to the Company, to the extent reasonably practicable under the circumstances, notifying Customer in advance of such removal and, if requested and permitted under applicable law and without further liability to the Company, providing such Customer Data to Customer in a standardized format. The Company has no obligation to monitor or review any Customer Data.

Removal and Recovery of Customer Data.

If Customer elects to remove its Customer Data (by deleting, un-publishing, downgrading an account, etc.) or cancel its Account, then the Company may (but shall not be required to) remove Customer Data permanently from its servers without notice to Customer. The Company makes no representations or warranties regarding its ability to recover any Customer Data lost. To the extent any Customer Data is transmitted or stored with the Company in an encrypted format, the Company may not be able to identify the contents of such Customer Data and would only be able to notify Customer generally of any incident involving such encrypted Customer Data but not provide additional, detailed information about the specific contents of the Customer Data.

Customer Data Backups

Although regular backups of Customer Data are performed, the Company does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Customer Data t that is corrupted prior to being backed up or that changes during the time a backup is performed. The Company may, at its sole election, provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Customer Data; provided, however, Customer acknowledge that the Company has no liability related to the integrity of Customer Data or the failure to successfully restore Customer Data to a usable state. You agree to maintain a complete and accurate copy of any Customer Data in a location independent of the Services.

PROPRIETARY RIGHTS AND LICENSES

Ownership

The Services and their original content (excluding Customer Data provided by Customer or End-Users), features and functionality are and will remain the exclusive property of the Company and its licensors. The Services are protected by copyright, trademark, and other laws of all applicable state, federal and foreign laws, rules and regulations. The Company’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

The proprietary contents of the Services include without limitation the audio, data, design, graphics, illustrations, images, information, music, photographs, text, video, and any other files displayed, used and/or available on or through these Services, as well as the appearance, arrangement, coordination, design, expression, selection, and structure of such content. The content is owned, controlled, or licensed by or to the Company, and is protected by copyright and other intellectual property rights and unfair competition laws. The Company reserves all rights, title, and interest in the content and the services. Any third-party trademarks that may appear on or in connection with the services or the property of their respective owners.

Feedback

If Customer provides feedback to the Company on the Subscription Services and/or Beta Products, all such feedback will be the sole and exclusive property of the Company. Customer hereby irrevocably transfers and assigns to the Company and agrees to irrevocably assign and transfer to the Company all of Customer's right, title, and interest in and to all feedback including all Intellectual Property Rights therein. Customer will not earn or acquire any rights or licenses in the Subscription Services, Beta Products or in any Company Intellectual Property Rights on account of this Agreement or Customer's performance under this Agreement, even if the Company incorporates any feedback into the Subscription Services and/or Beta Products.

Changes to Functionality

The Company continually strives to improve its products and services and reserves the right to improve or modify the Subscription Services and its features in any manner at any time during the Term at its sole discretion; provided, however, the Company will use commercially reasonable efforts to ensure that it will not materially reduce the overall functionality of the Subscription Services for Customer.

Statistical Data Usage

The Company owns the statistical and other usage data and output derived from the operation of the Subscription Services and operation of the data applications utilized in connection with the Subscription Services, configurations, log data, and the performance results of the Subscription Services (“Usage Data”). The Company may use Customer Data to generate Usage Data and improve the Company’s products and services, solely in aggregated and anonymized forms and in a manner that does not disclose Customer Data or Confidential Information of Customer. Nothing herein shall be construed as prohibiting the Company from utilizing the Usage Data for purposes of operating the Company’s business; provided, that the Usage Data shall be de-identified, anonymized and aggregated such that it would not be possible to identify any particular data element or identify Customer as the source of such data.

Copyright Infringement

The Company respects the intellectual property rights of others. It is the Company’s policy to respond to any Claim that Customer Data posted on the Service infringes a copyright or other intellectual property infringement of any Person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of our copyright agent via email at info@indiaide.com and include in your notice a detailed description of the alleged infringement.

Customer may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Customer Data is infringing your copyright.

Please click here for more information about the Digital Millennium Copyright Act (“DMCA”) and how to submit a notification to the Company.

DISCLAIMERS

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS (FOR ITSELF AND ITS SUBCONTRACTORS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY THE COMPANY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE CUSTOMER’S PURPOSES. THE COMPANY IS NOT RESPONSIBLE FOR THIRD PARTY APPLICATION OR SYSTEMS USED BY CUSTOMER IN CONNECTION WITH THE USE OF THE SERVICES AND FOR THE OPERATION OR PERFORMANCE OF THE INTERNET. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. IN THESE JURISDICTIONS, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The Company will not be responsible or liable for any failure in the Services, or for other Losses resulting from or attributable to (a) Systems of the Customer or its Affiliates, End-Users or clients, (b) Third Party Applications used by Customer in connection with the Services including any network, telecommunications or other service or equipment, (c) products, services, negligence, acts or omissions of Customer or a third party (except for a third party subcontractor engaged by Company to provide the Services), (d) Customer’s breach of the Confidentiality section of this Agreement, or (e) loss, or inaccuracy of Customer Data, viruses or other disabling features originating from the Customer Data, or unauthorized access or breach of Customer Data by third parties.

MUTUAL INDEMNIFICATION

Customer Indemnification.

Subject to the limitations set forth in this Agreement, Customer will defend, indemnify and hold harmless the Company and its Affiliates and each of their respective managers, officers, members, employees, contractors, agents, licensors and authorized agents (collectively, “Company Indemnitees”) from and against any Claims and any Losses resulting therefrom that arise out of or relate to (a) any claim that the Customer Data or other information supplied by Customer, any of its End-Users, those submitting Customer Data to Customer or a third party on behalf of Customer in connection with the Subscription Services infringes the Intellectual Property Rights or other rights of a third party or has caused harm to a third party or; or (b) Customer’s violation of any federal, state or local law or regulation relating to Customer’s use of the Subscription Services or the Customer Data, including without limitation, Privacy Laws.

Company Indemnification.

Subject to the limitations set forth in this Agreement, the Company will defend Customer against any Claims made or brought against Customer by a third party alleging that any purchased Subscription Service infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim Against Customer”), and will indemnify Customer from any Losses finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by the Company in writing of, a Claim Against Customer, provided Customer (a) promptly gives the Company written notice of the Claim Against Customer, (b) gives the Company sole control of the defense and settlement of the Claim Against Customer (except that Company may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Company all reasonable assistance, at Company’s expense. If Company receives information about an infringement or misappropriation claim related to a Subscription Service, Company may in its discretion and at no cost to Customer (i) modify the Subscription Services so that it is no longer claimed to infringe or misappropriate, without breaching Company’s warranties in this Agreement, (ii) obtain a license for Customer’s continued use of that Subscription Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Subscription Service upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the Term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Subscription Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Subscription Services or any part thereof with a Third Party Application or System not provided by Company, if the Subscription Services or use thereof would not infringe without such combination; or (III) a Claim against Customer arises from a Customer Data software application that is not provided by Company or Customer’s breach of this Agreement, the Documentation or applicable Sales Orders.

Exclusive Remedy.

THIS INDEMNIFICATION SECTION STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS PARAGRAPH.

LIMITATION OF LIABILITY

Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) AND (B) AGGREGATE AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SUBSCRIPTION SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT TERMS” SECTION ABOVE. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

No Consequential or Special Damages.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF BUSINESS, LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, CONSEQUENTIAL, COVER, EXEMPLARY, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PERSONAL INJURY OR DEATH, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. IN THESE JURISDICTIONS, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

TERM AND TERMINATION

Term of Agreement.

This Agreement commences on the date that the Customer first accepts it and continues in effect unless terminated pursuant to the express provisions of this Agreement.

The term for the purchase of Subscription Services shall be as specified in the Sales Order, or if no term is specified, on a month-to-month basis commencing upon the acceptance of this Agreement. Except as otherwise specified in a Sales Order, the Subscription Services will be automatically renewed for its respective Subscription Term upon the completion of each billing cycle unless Customer cancels such auto-renewal through Company’s online account management site (each, a “Renewal Term”).

The Company reserves the right to increase its Fees prior to the start of any Renewal Term provided Company gives Customer notice (which may be by email) of such fee increase at least 30 days prior to expiration of the then current Subscription Term. Any increase in Fees shall take effect at the beginning of the next Renewal Term unless otherwise agreed in writing by the parties. If Customer elects not to renew but continues using a Subscription Service beyond the applicable Term, Customer shall be responsible for paying all Fees due for the Term of said Subscription Service, which may be increased at any time by Company, and the terms of this Agreement shall continue to apply to such use. Notwithstanding anything in this Agreement to the contrary, any renewal of a Subscription Service whereby the subscription price or length of Term for such Subscription Services has decreased from the previous Subscription Term, Customer will lose all discounts on the Subscription Services upon the commencement of the new Subscription Term.

The Company reserves the right to discontinue generally offering any pricing plan or sales promotion by providing written notice to Customer (which may be by email) of such discontinuation at least 30 days prior to the expiration of the then current Subscription Term. Upon the discontinuation of a pricing plan or sales promotion, the Company reserves the right to migrate you to the most applicable then current subscription plan for the Subscription Services.

Termination.

Termination by Customer

Except as otherwise specified in a Sales Order, the Customer may terminate this Agreement at any time through Company’s online account management site and such termination will be effective at the end of the then-current Term.

Termination by Either Party

This Agreement may be earlier terminated by either party, in whole or in part, (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within thirty (30) days (five (5) days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within ninety (90) days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.

Termination by Company

The Company may suspend or terminate Customer's use of the Subscription Services at any time without prior notice: (i) in order to prevent damages to, or degradation of, Company’s Internet network integrity, computers, Systems or infrastructure or that of its contractors; (ii) if needed to comply with any law, regulation, court order or other governmental request or order which requires immediate action; (iii) in order to otherwise protect Company from potential legal liability; or (iv) if Customer does not provide a valid payment method or fails to pay fees in accordance with Section 8 above. Company shall use commercially reasonable efforts to notify Customer of the reasons for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Company shall promptly restore use of the Subscription Services to Customer as soon as the event giving rise to the suspension has been resolved. Customer is responsible for all Fees during any suspension periods, including the time between any suspension/termination and reactivation of the account after Customer cures such breach. Nothing contained in this Agreement shall be construed to limit Company’s action or remedies in any way with respect to any of the foregoing activities. Company reserves the right to take any and all additional actions it may deem appropriate with respect to Customer's use of the Subscription Services, including taking action to recover the costs and expenses of identifying offenders and excluding them from the Subscription Services, and levying cancellation charges to cover Company’s expenses in the event of disconnection of dedicated access for the causes outlined above.

Effect of Termination

If this Agreement is terminated by Company as provided in the preceding paragraph, the Customer shall pay any unpaid Fees covering the remainder of the term of all Sales Orders to the extent permitted by applicable law. In no event will termination relieve the Customer of its obligation to pay any Fees payable to Company for the period prior to the effective date of termination.

Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive, (b) Company may, but shall not be obligated to, delete Customer Data and (c) the sections titled “Subscription Fees and Payment Terms”, “Confidentiality”, “Mutual Indemnification” “Limitation of Liability” “Effects of Termination, Surviving Provisions”, “General Provisions” “Proprietary Rights and Licenses”, “Arbitration” and “Disclaimers” will survive any expiration or termination of this Agreement.

CONFIDENTIALITY

Confidentiality Obligations

Neither party will use the other party’s Confidential Information except as reasonably required for the performance of this Agreement. Each party will hold in confidence the other party’s Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) year after the termination or expiration of this Agreement.

Return of Confidential Information.

Upon termination or expiration of this Agreement, except as otherwise agreed in writall copiesrwise stated in this Agreement, each party will, upon the written request of the disclosing party (which in the case of Customer as the disclosing party, Customer shall make such request within 120 days after the termination effective date), either, to the extent reasonably feasible: (a) return all such Confidential Information of the disclosing party and all copies thereof in the receiving party’s possession or control to the disclosing party; or (b) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control. If Company determines it is not reasonably feasible to return or destroy the Confidential Information, Company shall ensure that any and all protections, requirements and restrictions contained in this Agreement shall be extended to such retained Confidential Information and that any further uses and/or disclosures shall be limited to the purposes that make the return or destruction infeasible. The receiving party will, at the request of the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees or agents. After 180 days from the termination effective date, Company may destroy all Customer Data without further notice to Customer.

Permissible Disclosure.

In case a party must disclose the disclosing party’s Confidential Information to comply with applicable law or regulation or receives legal process that demands or requires disclosure of the disclosing party’s Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand or disclosure. The receiving party shall reasonably cooperate, at the disclosing party’s expense, with any attempt to procure a protective order or similar treatment. In the event such protection is not obtained, or the disclosing party waives compliance with the provisions of this Agreement, the receiving party agrees to disclose only that portion of the Confidential Information which it is legally required to disclose.

GENERAL PROVISIONS

Entire Agreement

This Agreement (and any applicable Sales Order(s)) and any agreement incorporated herein by the parties by express reference) constitutes the entire agreement of the parties and supersedes all prior negotiations, understandings or agreements (oral or written) between the parties about the subject matter of this Agreement. The parties agree that any term or condition stated in a purchase order or in any other invoice or order documentation issued by Customer is void.

Order of Precedence

Each Sales Order is enforceable according to the terms and conditions contained therein and, if a conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) the applicable Sales Order, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Waiver

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

Severability; Government Registration.

If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If this Agreement is required to be registered with any governmental authority, Customer shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

Governing Law.

This Agreement shall be treated as though executed and performed in the State of Indiana and shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted in the federal courts of the United States or the courts of the State of Indiana in each case located in the city of Indianapolis and County of Marion, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Arbitration.

Except as provided below, the parties hereby agree to the jurisdiction and venue of arbitration in the State of Indiana, administered by the American Arbitration Association under its then current Commercial Arbitration Rules, of any claim or dispute arising out of or relating to this Agreement or the services to be provided by Company hereunder (collectively, “Disputes”) which may arise between them, including but not limited to: Disputes arising out of or in connection with any relationship of the parties, any transaction between the parties contemplated herein, this Agreement, the construction, scope, validity, interpretation, effect, performance or non-performance of any such transaction or agreement (including this Agreement, this Arbitration provision, or arbitrability), and all claims of any kind (whether contractual, non-contractual, tort, common law, equitable, or statutory in nature) or the consequences of any of the foregoing. Within ten (10) calendar days of service of a demand for arbitration pursuant to this Agreement, the parties shall agree upon a sole, knowledgeable and impartial arbitrator. If the parties cannot agree upon a sole, knowledgeable and impartial arbitrator, either party may apply to a court of competent jurisdiction for appointment of the arbitrator.

Discovery shall be limited, and the parties need only produce documents they intend to rely upon. A party may only obtain additional documents they know to exist only upon a showing that they are directly relevant and material to the issues in the case. Depositions, if any, are limited to one (1) deposition for fact witnesses, plus a deposition of each expert (if any) identified, all limited to four (4) hours per deposition. The parties hereby irrevocably waive any indirect, consequential or punitive damages, and the arbitrator(s) shall have no power to grant same. Judgment on the award may be entered in any court having jurisdiction thereof.

The parties agree that all information concerning the fact, substance or result of any such Dispute or arbitration shall remain confidential and shall not be disclosed except to the extent necessary to enforce the arbitration award or as otherwise required by law. This provision shall survive termination of this Agreement. If a court determines any part of this Arbitration paragraph is invalid or unenforceable, then such part shall not affect the validity or enforceability of any other part of this provision or any other provision of this Agreement, and all other parts and provisions shall remain in full force and effect.

To the fullest extent permitted by applicable law, no arbitration proceeding under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever banned.

This provision shall not prevent a party from seeking temporary injunctive relief from an Indiana federal or state court to preserve the status quo or preserve evidence pending arbitration. Moreover, in the event that Customer has in any manner violated or threatened to violate Company's Intellectual Property Rights, Company may seek injunctive or other appropriate relief in any state or federal court in the State of Indiana.

Attorneys' Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses, including reasonable attorneys' fees, incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Notices

Any written legal notices or process required in terms of this Section 14.8, in respect of a breach or legal proceedings arising from this Agreement shall only be satisfied if such notice is given in a written, paper based form and shall be deemed to have been duly given when received, if personally delivered; one day following the deposit of such notice with a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notice to Company must be sent to Company, “Attention Legal Dept”, 12175 Visionary Way, Suite 330, Fishers, IN 46038. Notice to Customer must be sent to the contact mailing address or email address on the most recent Sales Order.

Electronic Notices

Except for the notices specified in the Notices above, all other notices may be sent electronically to info@indiaide.com. Such electronic notice shall be deemed to have been given and received upon the receipt by the sending party of written confirmation by the receiving party; provided, however, that an automated email confirmation of delivery or read receipt shall not constitute such confirmation.

Modification, Substitution, Discontinued Service.

The Company will have sole discretion, at any time, to change, substitute or discontinue a pricing option, Subscription Service or other Service provided by Company. If Company makes modifications to any Subscription Service or other Service that removes or materially alters features that were previously available to Customer under a Sales Order, Company will use commercially reasonable efforts to notify Customer in writing of these changes. and these modifications will not apply to Customer until the start of the next Renewal Term, unless such modifications are required to comply with applicable law or court or regulatory order. If the Company changes, substitutes or discontinues a pricing option, Company will provide notice at least sixty (60) days prior to the expiration of the applicable Subscription Term of such change, substitution or discontinuation.

Assignment.

This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent (which shall not be unreasonably withheld); provided, however, without consent, either party may assign this Agreement to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise) provided such assignee is not a direct competitor of the other party. Notwithstanding the foregoing sentence, Customer may not assign or otherwise transfer its account within any Subscription Service to any other Person. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

Independent Contractors.

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party or both parties as joint venturers or partners for any purpose.

Force Majeure.

Neither party is under any liability in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of any matter outside of said party’s reasonable control, including without limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, any power interruptions or failures of or interruptions to any communications equipment, software or hardware. This Section shall not apply to limit Customer’s payment obligations under this Agreement.

Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Third-Party Beneficiaries.

There are no third-party beneficiaries under this Agreement.

CONTACT US

If you have any questions about this Agreement, please can contact us:

· By email: info@indiaide.com

· By visiting this page on our website: https://www.indiaide.com/contact