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\n\t\t\t\t\t\t\tThis PromptCloud Master Services Agreement (together with all schedules exhibits, the “Agreement” or “MSA”) by and between {\" \"}\n\t\t\t\t\t\t\t PromptCloud Technologies Pvt Ltd., and having its registered office at #722, 2nd floor, Chinmaya Mission Hospital Road, Indira Nagar 1st Stage, Hoysala Nagar, Bangalore, Karnataka – 560075, India \n\t\t\t\t\t\t\t(herein referred to as “PromptCloud”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) and the “Client” (or “Company”) \n\t\t\t\t\t\t\tas per details provided via PromptCloud’s CrawlBoard platform.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\tThe parties hereby agree that this Agreement shall govern the terms and conditions on which PromptCloud shall provide to Client, and Client shall access and use, PromptCloud technology platform and related services. This Agreement consists of this cover page (“Cover Page”), and the following Exhibit:\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tExhibit A | \n\t\t\t\t\t\t\t\t\tGeneral Terms and Conditions | \n\t\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tExhibit B | \n\t\t\t\t\t\t\t\t\tStatement of Work (SoW) | \n\t\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\tThis will be effective from the date this Agreement is accepted by the user (“Effective Date”).\n\t\t\t\t\t\t
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Exhibit A
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GENERAL TERMS AND CONDITIONS
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1. Definitions:
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\t\"Client\" refers to the organization or business entity who is using PromptCloud’s services with name and address as provided within the PromptCloud’s CrawlBoard platform.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\t\"Intellectual Property Rights\" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\t\"DaaS\" is Data as a Service\n\t\t\t\t\t\t\t
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2. Fees Overview:
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\n\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\tTable A: Platform Fee\n\t\t\t\t\t\t\t\t\t | \n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\tAs described in Schedule B (SoW)\n\t\t\t\t\t\t\t\t\t | \n\t\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\tTable B: Monthly Minimum Fee\n\t\t\t\t\t\t\t\t\t | \n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\tINR 0\n\t\t\t\t\t\t\t\t\t | \n\t\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\tTable C: Platform Access Fee Deposit\n\t\t\t\t\t\t\t\t\t | \n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\tINR 0\n\t\t\t\t\t\t\t\t\t | \n\t\t\t\t\t\t\t\t
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Fees shall be the above stated in Table A or Table B whichever is higher.
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\n\t\t\t\t\t\t\t3. Fees and Payment\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tPromptCloud will invoice Client on a monthly basis for its usage of the Platform Fees in the prior calendar month, calculated in accordance with this Schedule A. The invoice shall consist of:\n\t\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\t\t\tThe Platform Fee or Monthly Minimum Fee whichever is higher\n\t\t\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t \n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tUpon the execution of this Agreement, a deposit equal to the “Platform Access Fee Deposit” shall be due and payable by Client. PromptCloud shall invoice Client for the Platform Access Fee Deposit on or about the Effective Date. Upon the expiration or earlier termination of this Agreement, PromptCloud shall be entitled to apply the Platform Access Fee Deposit against the Billed Spend. Any balance remaining on the Platform Access Fee Deposit shall be returned to Client thirty (30) days following PromptCloud’s settlement of the final accounts.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tClient shall pay the Bills within seven (7) days after the date of the applicable invoice. Unless Client notifies PromptCloud in writing of a dispute within five (5) business days following its receipt of an invoice, Client shall be deemed to have accepted such invoice. Client shall provide reasonable detail with its notice of dispute, and the parties shall work together in good faith to resolve the discrepancy. At no time may Client withhold payment for any Billed Spend that is not subject to a good faith dispute between the parties.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tPromptCloud shall try to auto-debit undisputed invoices after 7 days from the date of invoice generation. Late payments shall be subject to a rate of one and one-half percent (1.5%) per month or the maximum interest allowed by law, whichever is less. In the event of a late payment and upon thirty (30) days’ notice, PromptCloud may suspend Client’s use of the DaaS platform until the bills are paid. Additionally, PromptCloud shall be entitled to recover from Client any sums expended in connection with the collection of overdue amounts, including all collection agency fees, attorneys’ fees and expenses.\n\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t4. Custom Development Fee; Professional Services Fee\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tThe “Custom Development Fee” or “Professional Services Fee” is the fee specified in a separate Statement of Work for custom development or other professional services that PromptCloud agrees to perform at Client’s request (e.g., custom data extracts and file delivery,\n\t\t\t\t\t\t\tcustom analytics, custom feature development, custom systems integrations, custom system build-out requests, training, support, consultative and advisory services, and other services).\n\t\t\t\t\t\t\tPromptCloud shall consider each request for such services, and if PromptCloud agrees to perform such services, the parties will enter into a Statement of Work that specifies the scope, timing, pricing, and other considerations specific to such request.\n\t\t\t\t\t\t\tSuch Statements of Work will be added as additional Exhibits to the MSA.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t5. Platform Service Access License\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tPromptCloud hereby grants Client a limited, non-exclusive, non-transferable, non-sub-licensable right and license during the Term of this Agreement to remotely access and use the DaaS platform as provided by PromptCloud. Client shall have access to the DaaS platform only through (i) remote access through the confidential password protected login process provided by the DaaS platform, or (ii) any other approach specifically authorized by PromptCloud. In no event shall the Client provide a competitor of PromptCloud with access to, or information about, the DaaS platform for any purpose.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t6. Client Obligations\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tClient acknowledges that the Services Platform constitute and contain valuable trade secrets of PromptCloud and its licensors, and, in order to protect such trade secrets and other interests, Client agree not to copy or reverse engineer any part of the Services Platform or allow any third party to do so, except to the extent such restrictions are prohibited by law. The Client further agrees to its customers will be provided access to PromptCloud on identical terms of confidentiality.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tClient shall not (i) rent, lease, or provide access to the Services Platform on a time-share or service bureau basis, or otherwise distribute or make the Services Platform available to third parties, and (ii) transfer any of Client rights hereunder to any third party.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tClient shall use the data for its own application and for its users. It shall not resell this data directly or through vendors/affiliates. If the client wishes to resell the data, it can get into a separate license agreement with PromptCloud.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tClient shall secure the authorization necessary from the appropriate third parties before sharing them with PromptCloud or entering it in the DaaS platform. Client shall use the Services Platform exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others, and Client shall not attempt to gain unauthorized access to the Services Platform or its related systems or networks or make any attempt to interfere with or disrupt the Services Platform. Client shall not use the Services Platform to transmit any unsolicited commercial communications in violation of applicable laws upload or link any Ad with creative or website that includes or promotes pornography, violence, racism, hate, illegal drugs, illegal weapons, adware, malware, bit torrent, illegal file sharing to send or store via the Services Platform (i) materials or information which may violate intellectual property rights or other proprietary rights of third parties, or which have been unlawfully obtained or (ii) materials containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tClient shall pay the invoices as provided in Section 3.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tAny pause, termination or change in frequency request should be communicated in advance and will be effective at the beginning of the next calendar month.\n\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t7. PromptCloud’s Obligations\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\tSubject to Client’s compliance with the terms and conditions of this Agreement, PromptCloud shall\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tprovide Client with the DaaS platform and the other services described in this Agreement\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tperform services under this Agreement in a professional and workmanlike manner\n\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t8. Confidentiality\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tFor purposes of this, the term “Confidential Information” means non-public information that a party designates as being confidential or which, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential, including without limitation, the terms of this Agreement, a party’s finances, Advertiser records and contact information, employee lists, Client Data, information contained within the campaigns, information about the DaaS platform, and business, strategic development and marketing plans. Confidential Information will not include: (i) information that was previously known, without obligation of confidentiality, by the receiving party, prior to any disclosure from the other party; (ii) information that is or otherwise becomes available in the general public through no breach of this Agreement by the receiving party; (iii) information that was received without restriction from any person or entity that the receiving party reasonably believes is not in violation of any duty of non-disclosure on the part of such person or entity; or (iv) information that the receiving party developed independently of any disclosures of such information by the disclosing party. Neither party will disclose any Confidential Information to any third party; provided, however, that a party may disclose Confidential Information to its employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed to keep such information confidential in the same or a substantially similar manner as provided for in this Agreement. Neither party will use any Confidential Information except as expressly permitted by, and as required to achieve the purposes of, this Agreement. Each party will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information of a similar nature, to keep confidential the Confidential Information. Notwithstanding anything herein to the contrary, a party may disclose Confidential Information in accordance with a judicial or other governmental order or as may be required by applicable law; provided, however, that a party so disclosing Confidential Information (the “Disclosing Party”) will give the other party (the “Protected Party”) as much advance notice as reasonably possible of any such disclosure so that the Protected Party may seek a protective order or other remedy. The Disclosing Party will comply with any protective order or equivalent relating to the Confidential Information. If there is no protective order, the Disclosing Party will use its reasonable best efforts to ensure that only the minimum portion of the Confidential Information necessary to comply with the law or order is disclosed. The parties agree that monetary damages for breach of confidentiality under this section will not be adequate and the non-breaching party shall be further entitled to injunctive relief.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t9. Training, Technical Support and Account Support\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tThe Client will provide a technical person who can get acquainted with the PromptCloud API and other delivery Mechanism. PromptCloud will provide guidance and material for the same. Prompt cloud will not be responsible for any issues with consuming of the data. Any changes by the client in the consuming pattern, that may warrant change for PromptCloud will be chargeable.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t10. DaaS platform Technical Issues\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\tThe designated Client representative(s) will contact PromptCloud Support at priority@PromptCloud.com for all issues related to the DaaS platform. In case of emergencies you can reach the management team at emergency@PromptCloud.com or via phone numbers shared. All support requests will be acknowledged by PromptCloud by email. PromptCloud will promptly acknowledge Client’s support request, determine the nature of the problem, set the relative priority, and open a trouble ticket to initiate the problem resolution process in accordance with the Escalation Procedures defined below. PromptCloud Support is available during regular 10AM to 6PM IST Monday to Friday. Emergency support is available 24 hours a day, seven days a week.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\tEscalation Procedures. Each issue with the availability or functionality of the DaaS platform that is reported to PromptCloud Support will be handled in accordance with PromptCloud’s problem management procedures. PromptCloud Support will classify each issue and apply the corresponding escalation procedure as follows:\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tHIGH PRIORITY: Problems that cause critical impact to the business function(s) of Client or its customer due to any issues in accessing the platform. Justifies immediate management attention and dedicated resources applying continuous efforts to resolve as soon as possible. Management can be contacted via Email or Phone in such cases. PromptCloud will use diligent efforts to identify and to remedy the problem within twenty four (24) working hours of its email support request.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tMEDIUM PRIORITY: Problems causing degradation of service resulting in impact to the business function(s) of Client or its customer. Justifies priority attention and application of resources to resolve in a timely manner. PromptCloud will use diligent efforts to identify and remedy the problem within two (2) business days of its email support request.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tLOW PRIORITY: Problems causing low impact to the business function(s) of Client or its customer. Requires timely resolution to minimize future impacts. Resources should be allocated in accordance with normal managerial planning prioritization. PromptCloud will use diligent efforts to identify and remedy the problem within 7 business days of its email support request.\n\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t11. SLA; Availability\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tThe availability of the DaaS platform will not be less than 95% in each calendar month (“SLA”). “Availability” means the uptime of the DaaS platform. The following shall be exempted from the calculation of availability periods: scheduled maintenance, maintenance associated with a new release of the DaaS platform, events reasonably outside of PromptCloud’s control, technical malfunctions of Client’s systems, issues arising from Client’s misuse of the DaaS platform. Provided that the non-availability of the DaaS platform for any reason within the control of PromptCloud shall be exempt only where such non-availability has been intimated in advance in writing so as to enable the Client to intimate its customers and take such measures as may be essential. The advance intimation shall be given at least one week in advance to constitute an exemption to the SLA.\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tWhenever applicable, the client will limit the number of API calls to 100 per hour and at maximum burst rates of 5 per minute.\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tRemedy for Service Unavailability. In the event that availability of the DaaS falls below the SLA s in any given calendar month, as Client’s sole and exclusive remedy, PromptCloud shall provide proportionate discount on its platform service fees for that month.\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t Changes to Service Level. Service Levels shall be reviewed periodically and each party shall cooperate in good faith to adapt the DaaS platform provided as quantities increase or change in any way. Any changes to the service levels shall be mutually agreed to by the parties in writing.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t12. Data Quality\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tPromptCloud makes every attempt to make sure that the data quality is better than industry benchmark. However due to the nature of business and the web, the error rates are expected.\n\t\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\t\t\tWe will ensure that the average coverage is at 95% per month\n\t\t\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\t\t\tError rates can be up to maximum 10% which includes missing fields and incorrect data captures.\n\t\t\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t \n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tIn the event that availability of the error rates falls below the SLA’s in any given calendar month, as Client’s sole and exclusive remedy, PromptCloud shall provide proportionate discount on its platform service fees for that month\n\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t13. Data Security and Storage\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tPromptCloud shall adopt adequate and technologically current archival procedures to store the Client Data (defined below). In the event of any loss or corruption of Client Data, PromptCloud shall use its reasonable efforts to restore the lost or corrupted Client Data from the backup of such Client Data maintained by PromptCloud in accordance with its archival procedures. PromptCloud shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. PromptCloud shall provide the Client with access to PromptCloud systems for the purpose of retrieving any lost Client Data. PROMPTCLOUD EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE PROMPTCLOUD’S SOLE LIABILITY AND CLIENTS SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA. PromptCloud reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. PromptCloud shall provide backup of Client Data to the Client at such interval as required by the Client.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t14. Intellectual Property and Retained Rights\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tApart from the limited licenses granted, each party will own and retain their respective intellectual property rights. Client acknowledges that the DaaS platform and all intellectual property and proprietary rights in and to the foregoing, are the sole and exclusive property of PromptCloud and its licensors. Similarly PromptCloud acknowledges that the Client Data is the sole and exclusive property of the Client and its customers. Each party retains all other rights not expressly granted in this Agreement.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t15. Mutual Representations\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tEach party represents and warrants that (i) it has the right and authority to enter into this Agreement and perform its obligations, covenants and promises hereunder, and (ii) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or formation. Client Representation- Client represents and warrants that it has the authority (i) to act as agent on behalf of each of its Advertisers in performance of this Agreement, and (ii) to bind each of its Advertisers to the payment terms contained herein.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t16. Warranty Disclaimer\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CLIENT, PROMPTCLOUD AND PROMPTCLOUD’S LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROMPTCLOUD AND ITS LICENSORS MAKE NOREPRESENTATIONS REGARDING THE BENEFITS OR RESULTS THAT CLIENT, IT USERS OR ANY THIRD PARTIES SHALL RECEIVE FROM DAAS PLATFORM OR THE SERVICES PROVIDED UNDER THIS AGREEMENT.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t17. Indemnification\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tEach party will defend, indemnify, and hold harmless the other party and its Affiliates, and their respective directors, officers, employees, agents and third party licensors, from and against any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys’ fees and costs) (collectively, “Losses”) related to or arising out of any third party claim, lawsuit, or proceeding (a “Claim”) based on an allegation that, if true, would constitute a breach of a representation, warranty, covenant or obligation under this Agreement by the indemnifying party. “Claim” excludes any allegation or claim brought against the indemnified party by its Affiliate. Client Indemnification. Client agrees to defend, indemnify and hold harmless PromptCloud and its Affiliates, and their respective directors, officers, employees, agents and third party licensors, from and against Losses related to or arising out of a Claim (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: a) your or any End Users’ use of the Service Offerings (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party in writing of the claim for which the indemnified party is seeking indemnification; it being understood, however, that failure to provide such notice promptly shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent that the indemnifying party has been materially prejudiced by such delay. The indemnifying party shall control the defense of the indemnified claim, including through choice of counsel, provided that the indemnified party may appear at its own expense through its own counsel. The indemnifying party shall not acquiesce to any settlement that imposes any liability or substantive obligation on an indemnified party without such indemnified party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t18. Limitation of Liability\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tExcept for any liabilities arising out of Sections 12,13 & 14, in no event shall a party be liable to the other party or its Affiliates for any indirect, special, incidental, consequential or punitive damages. PromptCloud’s liability under this Agreement, except liabilities arising out of Section 12, 13 & 14 shall not exceed the aggregate PromptCloud Fees paid and payable to PromptCloud under this Agreement for the three (3) month period.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t19. Term\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\tThe initial term of this Agreement is one year from the Effective Date (“Initial Term”), and shall automatically renew for one year periods (each, a “Renewal Term”); till the time this agreement is terminated. “Term” shall mean the period from the Effective Date until the expiration or earlier termination of this Agreement.\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t- \n\t\t\t\t\t\t\t\tLock-in period – A lock-in period of 3 months from the Effective Date is applicable. The client will be liable to pay charges for 3 months as mentioned in Section 2 along with any outstanding payments, if the contract is terminated during the lock-in period.\n\t\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t20. Termination\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tOutside the lock-in period mentioned in Section 19, either party may terminate this agreement by giving the other party a thirty (30) days notice . Notwithstanding any other provision hereof, PromptCloud shall have the right to terminate this Agreement immediately upon written notice to Client in the event that PromptCloud has reason to believe in good faith that Client has breached (i) the security of the DaaS platform and/or PromptCloud’s posted requirements; (ii) Client’s obligations by providing access to, or information about, the DaaS platform to a competitor of PromptCloud (iii) any other client obligation under this agreement. Nothwistanding any other provision hereof, the client shall have the right to terminate this Agreement immediately upon written notice to PromptCloud in the event that client has reason to believe in good faith that PromptCloud has breached its obligations of (i) the data confidentiality (ii) clients customer solicitation\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t21. Effect of Termination\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\tUpon termination of this Agreement, (i) each party’s revocable license(s) to the other party shall automatically and immediately be revoked; and (ii) Client shall promptly pay to PromptCloud all amounts due under Schedule A, provided that termination of this Agreement due solely to a material breach by PromptCloud shall release Client from those payment obligations that have not yet accrued as of the effective date of termination. The following provisions shall survive the termination of this Agreement: Sections 5, 6, 7, 8, 14 to 16 of Exhibit A and Exhibit B (SoW).\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t22. Miscellaneous Provisions\n\t\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t (a) Governing Law This Agreement, including its formation, performance, termination and enforcement, together with any related claims whether under contract, tort or otherwise, shall be governed, construed and enforced in accordance with the laws of US courts, without reference to its conflict of law principles. For any disputes arising out of this Agreement, the parties consent to personal and exclusive jurisdiction of and venue in the courts situated in India. (a) All or any disputes that may arise between the Parties in connection with this contract shall be referred to an independent and impartial Arbitrator mutually nominated by the Parties;\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t (b) Assignment. Neither party may assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement to an entity that is not a direct competitor, and is not an affiliate of a direct competitor, of the non-assigning party, in connection with an acquisition, sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t(c) Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or discussions relating to the subject matter of this Agreement. Each party acknowledges that it has entered into this Agreement in reliance upon its independent investigation and analysis, and that neither has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations or warranties not set forth in this Agreement. This Agreement may be amended, modified or supplemented only by a writing signed by both parties (which writing may be evidenced by electronic contract). No failure or delay on the part of either party in exercising any right or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any such right or remedy preclude any exercise of any other right or remedy.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t (d) Counterparts. This Agreement may be signed in multiple counterparts, and each such duly signed counterpart shall be deemed to be an original of this Agreement.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t (e) Independent Contractor. Each party is an independent contractor with respect to the other party hereunder. This Agreement shall not be construed to (i) create any employment, partnership, joint venture, franchise, master-servant, or agency relationship between the parties, or (ii) authorize any party to enter into any commitment or agreement binding on the other party.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t(f) Force Majeure. No party shall be liable under this Agreement for (or deemed in breach of this Agreement by reason of) any failure, delay or interruption in performing any term or condition (except obligations to make payments) of this Agreement due to cause(s) entirely beyond the control of such party; subject however to the condition that such party gives the other party written notice thereof promptly and, in any event, within thirty (30) days following discovery thereof and takes immediate action to cure such cause. In the event of any such cause, the time for performance shall be extended for a period equal to the duration of such cause. Payment of the fees due under this Agreement shall not be subject to this provision.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t (g) Enforceability. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, then such portion shall be reformed or eliminated to the minimum extent necessary for this Agreement to be enforceable and legal, and this Agreement shall remain in effect in accordance with its provisions as modified by such reformation or elimination.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t (h) Notices. All notices pursuant to this Agreement shall be in writing and delivered either personally, by express courier, or certified mail, and sent to the addresses set forth in this Agreement or to such other address as a party may later specify in writing; and shall be effective upon delivery.\n\t\t\t\t\t\t\t
\n\t\t\t\t\t\t\t (i) Publicity. Neither party will issue any press releases regarding this Agreement without the other party’s prior written consent; provided however, that PromptCloud may publicly disclose the fact that Client is using the services of PromptCloud and may use Client’s Marks for such purposes.\n\t\t\t\t\t\t
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