top of page

Terms of Use

This electronic content, governed by the Information Technology Act, 2000, is for general informational purposes and is not legal advice. While we strive for accuracy, we do not guarantee completeness or timeliness. Any reliance on this information is at your own risk. No attorney-client relationship is formed, and communication through this website does not establish such a relationship. Consult a qualified legal professional for advice, considering any new laws or updates. We reserve the right to modify or remove content without notice.

​

Published in compliance with Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011, this document encompasses rules and regulations, privacy policy, and Terms of Use for accessing or using the domain name www.decodinglegal.com ("Website"), including the associated mobile site and mobile application referred to as the "Platform."

 

The Platform is the property of Citrine Mountains Private Limited, a company incorporated under the Companies Act, 1956, with its registered office at Thane 400605, Maharashtra, India, hereinafter referred to as "Decoding Legal."

 

These Terms and Conditions constitute an agreement between you and Citrine Mountains Private Limited ("Provider," "we," or "us"). Provider and Customer may be individually referred to as a "Party" and collectively as the "Parties." The terms and conditions, along with any Order Forms or documents expressly incorporated by reference (collectively, the "Agreement"), govern your access to and use of www.Decodinglegal.com and our Services.

 

FOR VISITORS AT OUR WEBSITE:

 

Prior to utilizing the Website, please carefully read this Agreement. By using the Website, you acknowledge and agree to be bound by this Agreement and our Privacy Policy, available at https://www.decodinglegal.com, incorporated herein by reference. If you disagree with this Agreement or the Privacy Policy, refrain from accessing or using the Website.

 

DISCLAIMER: THE INFORMATION PROVIDED ON OUR WEBSITE, INCLUDING LEGAL BLOGS, IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE CONSTRUED AS SUCH. WHILE WE STRIVE TO PROVIDE ACCURATE AND UP-TO-DATE INFORMATION, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY, OR AVAILABILITY WITH RESPECT TO THE WEBSITE OR THE INFORMATION CONTAINED ON IT FOR ANY PURPOSE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. THE CONTENT ON OUR WEBSITE MAY NOT REFLECT THE MOST CURRENT LEGAL DEVELOPMENTS. THE LEGAL INFORMATION ON THIS WEBSITE IS NOT GUARANTEED TO BE CORRECT, COMPLETE, OR UP-TO-DATE, AND SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR OBTAINING LEGAL ADVICE FROM A QUALIFIED PROFESSIONAL. WE DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP THROUGH THE USE OF OUR WEBSITE, OR THE INFORMATION PROVIDED ON IT. THEREFORE, ANY COMMUNICATION THROUGH OUR WEBSITE, INCLUDING BUT NOT LIMITED TO EMAILS, COMMENTS, OR INQUIRIES, DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION ON OUR WEBSITE. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THIS WEBSITE. WE RESERVE THE RIGHT TO MODIFY, UPDATE, OR REMOVE ANY CONTENT ON THE WEBSITE AT ANY TIME WITHOUT PRIOR NOTICE. ADDITIONALLY, LINKS TO THIRD-PARTY WEBSITES ARE PROVIDED FOR YOUR CONVENIENCE, AND WE DO NOT ENDORSE OR CONTROL THE CONTENT OF THESE WEBSITES. BEFORE MAKING ANY LEGAL DECISIONS, WE RECOMMEND CONSULTING WITH A QUALIFIED LEGAL PROFESSIONAL FOR ADVICE TAILORED TO YOUR SPECIFIC SITUATION.

 

This Website is intended for users aged 18 or older. By accessing and using this Website, you affirm that you are of legal age to enter a binding contract with Provider. If you do not meet these requirements, do not access, or use the Website.

 

We retain the right to revise and update the visitor terms at our discretion. Any changes are effective immediately upon posting, applying to all subsequent access and use of the Website. Your continued use of the Website following the posting of revisions implies your acceptance and agreement to the changes. Regularly check this page to stay informed of any modifications as they are binding.

 

We reserve the right to withdraw or amend this Website, and any associated service or material, at our sole discretion without notice. We are not liable if any part of the Website is unavailable for any reason. Periodically, access may be restricted to parts or the entire website. The Website's contents, features, and functionality are owned by Provider, its licensors, or other material providers and are protected by intellectual property laws. Unauthorized use or reproduction of material is prohibited. Use the Website for lawful purposes and in accordance with this Agreement. Do not disable, overburden, damage, or impair the site or interfere with others' use. Refrain from using any automated means to access the Website for monitoring or copying purposes.

 

Information presented on the Website is for general informational purposes only. We do not warrant the accuracy, completeness, or usefulness of this information. Reliance on such information is at your own risk.The Website may include third-party content. Statements or opinions expressed in these materials are solely the responsibility of the person or entity providing them, not necessarily reflecting Provider's opinion. We are not responsible for third-party content's accuracy or reliability.

 

If the Website contains links to third-party sites, these are provided for convenience only. We have no control over their contents and accept no responsibility for any loss or damage arising from their use. Accessing third-party websites linked to this Website is at your own risk and subject to their terms and conditions.

 

Provider will not be liable for loss or damage resulting from a distributed denial-of-service attack, viruses, or technologically harmful material. The Website and its content are provided on an "as-is" and "as-available" basis, with no warranties of any kind, either express or implied. Provider disclaims all warranties, including merchantability, non-infringement, and fitness for a particular purpose. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

 

For all feedback, comments, technical support requests, and communications related to the Website, contact: support@decodinglegal.com.

 

FOR READERS:

 

By signing Decoding Legal Order Form that references these online Terms and Conditions, You and Provider each signify that you have read, understand, and agree to be bound by the terms and conditions hereof. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to these terms and conditions through their undersigned authorized representatives.

 

1. ACCESS AND USE.

​

a. Provision of Access. Subject to the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14.f) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal business use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.

​

b. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.f) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

 

c. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law.

 

d. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Provider IP.

 

e. Suspension. Provider reserves the right to temporarily suspend Customer's and any Authorized User's access to the Services if: (i) there is a threat or attack on any Provider IP; (ii) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk; (iii) fraudulent or illegal activities are detected; (iv) Customer has ceased business operations, made an assignment for the benefit of creditors, or is involved in bankruptcy proceedings; or (v) Provider's provision of Services is prohibited by applicable law, or if any vendor suspends or terminates Provider's access to required third-party services or products. Provider will make commercially reasonable efforts to notify Customer in writing of any Service Suspension and provide updates on resumption. Provider will not be liable for any resulting damage, liabilities, losses, or consequences incurred by Customer or any Authorized User.

 

f. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

 

g. Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

 

h. Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider IP; and

 

i. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider IP by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider IP; and (iii) conclusions, decisions, or actions based on such use.

 

k. Service Management. Each party shall, throughout the Term, maintain within its organization a service manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. Each service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each party shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity.

 

l. Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider IP that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider’s services to its customers; (ii) the competitive strength of or market for Provider’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in a written change order signed by both parties.

 

m. Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").

 

n. Suspension or Termination of Services. Provider may, through lawful means, suspend or terminate Customer’s, Authorized User’s, or any other Person’s access to or use of the Services or Provider IP, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or governmental demand, order, subpoena, or law enforcement request; or (b) Provider reasonably believes that: (i) Customer or any Authorized User has violated any term of this Agreement, accessed or used the Services beyond the granted rights, or used the Services in a manner not authorized under this Agreement or contrary to Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This provision does not limit Provider’s other rights or remedies under this Agreement.

​

2. CUSTOMERS OBLIGATIONS.

​

a. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

 

b. Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

 

3. SERVICE. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available.

​

4. DATA BACKUP. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

 

5. SECURITY.

 

a. Information Security. Provider will employ security measures in accordance with Provider’s data privacy and security policy as amended from time to time.

 

b. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider IP directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

 

c. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

 

6. FEES AND PAYMENT.

​

Fees. Customer shall pay all fees specified in all applicable Order Form(s) ("Fees"). Except as otherwise specified herein or in any Order Form, all Fees are quoted and payable in India INR, payment obligations are non-cancellable, and Fees paid are non-refundable. Fees for the Service are based on Subscriptions purchased and not actual usage. For purposes of clarity, the Subscription purchased cannot be decreased during a Term.

​

7. CONFIDENTIAL INFORMATION.

​

a. Definition: In connection with this Agreement, each party (the "Disclosing Party") may disclose Confidential Information to the other party (the "Receiving Party"). "Confidential Information" refers to information, in any form or medium, considered confidential or proprietary by the Disclosing Party. This includes information related to technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information subject to contractual or other confidentiality obligations, regardless of marking or identification. Provider IP and the financial terms and existence of this Agreement are Confidential Information.

 

b. Exclusions: Confidential Information excludes information that: (a) the Receiving Party knew without restriction before disclosure; (b) becomes public knowledge other than through the Receiving Party's noncompliance; (c) is received from a third party not under confidentiality obligations; or (d) is independently developed by the Receiving Party without reference to Confidential Information. Protection: To access Confidential Information, the Receiving Party agrees to:

 

c. Use Confidential Information only as necessary under this Agreement. b. Not disclose or permit access to Confidential Information, except to Representatives needing it for the Receiving Party's rights or obligations under this Agreement, informed of confidentiality, and bound by written confidentiality obligations. c. Safeguard Confidential Information using reasonable care, at least as it does for its similar sensitive information. d. Promptly notify the Disclosing Party of unauthorized use or disclosure and make best efforts to prevent further unauthorized use or disclosure. e. Ensure Representatives comply with the terms and be responsible for any non-compliance.

 

d. Notwithstanding other provisions, the Receiving Party's obligations for Confidential Information qualifying as a trade secret will continue until it no longer qualifies for protection under applicable laws, excluding any act or omission by the Receiving Party or its Representatives.

 

e. Compelled Disclosures. If the Receiving Party or any Representative must disclose Confidential Information due to applicable Law, the Receiving Party shall, to the extent permitted by law: (a) promptly notify the Disclosing Party in writing before such disclosure, allowing the Disclosing Party to seek protective measures or waive its rights under Section 6.b; and (b) assist the Disclosing Party, at the Disclosing Party’s sole cost, in opposing or limiting such disclosure. If the Disclosing Party waives compliance or, after notice and assistance, the Receiving Party must still disclose Confidential Information, the Receiving Party shall disclose only the legally required portion. Upon the Disclosing Party’s request, the Receiving Party will use commercially reasonable efforts to secure assurances of confidential treatment from the relevant authority.

 

8. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.

​

a. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

 

b. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

 

c. Feedback. If Customer or its representatives provide Feedback to Provider via mail, email, telephone, or any other means, suggesting changes to Provider IP, Provider can use such Feedback freely without any obligation or limitation. Customer assigns to Provider all rights in the Feedback, and Provider is free to utilize the ideas, know-how, or other intellectual property in the Feedback without attribution or compensation, though Provider is not obligated to use any Feedback received.

 

9. REPRESENTATIONS AND WARRANTIES.

​

a. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

​

  1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization.

  2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.

  3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

  4. when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its term.

 

b. Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

 

c. Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights, of any third party or violate any applicable Law.

 

d. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.A AND SECTION 9.B, ALL SERVICES AND PROVIDER IP ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

 

10. INDEMNIFICATION.

​

a. Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) that Customer’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party’s US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

​

  1. Third-Party Materials or Customer Data.

  2. access to or use of the Provider IP in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Provider in writing.

  3. modification of the Provider IP other than: (i) by or on behalf of Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification.

  4. failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or

  5. act, omission, or other matter described in Section 12.A.I, Section 12.A.II, Section 12.A.III, or Section 12.A.IV, whether or not the same results in any Action against or Losses by any Provider Indemnitee

 

b. Customer Indemnification. Customer shall indemnify, defend, and each of its respective officers, directors, employees, agents, successors, and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:

​

  1. Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement.

  2. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider.

  3. allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or

  4. negligence or more culpable act or omission (including recklessness or wilful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

 

c. Indemnification Procedure.  The information on our website, including legal blogs, is intended for general informational purposes only and should not be construed as legal advice. While we strive for accuracy and timeliness, we make no express or implied representations or warranties regarding completeness, accuracy, reliability, suitability, or availability of the website's content for any purpose. Reliance on such information is at your own risk, and the content may not reflect the most current legal developments. This website's legal information is not guaranteed to be correct, complete, or up-to-date, and it does not establish an attorney-client relationship. Any communication through our website, including emails, comments, or inquiries, does not establish an attorney-client relationship. We are not liable for errors or omissions, and using the website is at your own risk. We reserve the right to modify, update, or remove content without prior notice. Third-party website links are provided for convenience, and we do not endorse or control their content. For personalized legal advice, consult with a qualified legal professional before making decisions.

 

d. Mitigation. If any of the Services or Provider IP are, or in Provider’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Provider IP is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:

​

  1. obtain the right for Customer to continue to use the Services and Provider IP as contemplated by this Agreement; or

  2. modify or replace the Services and Provider IP, in whole or in part, to seek to make the Services and Provider IP (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider IP, as applicable, under this Agreement.

 

e. Sole Remedy. THIS SECTION 11 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER IP OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

 

11. Personal Data Protection Clause:

 

a. The parties acknowledge and agree that any personal information collected, processed, or otherwise handled during the course of this agreement shall be treated in accordance with the applicable Personal Data Protection laws and regulations. Both parties shall implement reasonable and appropriate measures to protect the confidentiality, integrity, and security of such personal information.

 

b. The party collecting personal information ("Data Collector") shall use the collected data solely for the purposes outlined in this agreement and shall not disclose, transfer, or make such information available to any third party without the explicit consent of the individual concerned, unless required by law.

 

c. The Data Collector shall take reasonable steps to ensure that individuals have the right to access, correct, and delete their personal information. In the event of a data breach or security incident affecting the personal information, the Data Collector shall promptly notify the other party and take necessary corrective actions.

 

d. Both parties shall comply with their respective obligations under the applicable Personal Data Protection laws and cooperate with each other to ensure compliance. Any failure to comply with this clause may result in termination of the agreement by the non-breaching party.

 

e. By entering into this agreement, both parties affirm their commitment to respecting individuals' privacy rights and complying with the relevant data protection laws.

​

12. LIMITATIONS OF LIABILITY.

​

a. EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO THE SLA; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

b. CAP ON MONETARY LIABILITY. EXCEPT FOR PROVIDER’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

13. TERM AND TERMINATION.

​

a. Term of Agreement. The "Term" of the Agreement shall be the duration of the then-current Initial Term or Renewal Term(s) of the applicable Order Form(s). For purposes of clarity, the Term of this Agreement will commence on the Effective Date specified in the first Order Form and will continue until either (a) the Order Form(s) are terminated in accordance with Section 13.c herein, or (b) all Order Forms under this Agreement have expired.

 

b. Term of Subscriptions. The "Initial Term" of each Order Form will commence on the Effective Date set forth on such Order Form and will continue for the subscription period outlined on such Order Form. Unless otherwise set forth on the relevant Order Form, each Order Form will automatically renew after the Initial Term for successive one-month periods or twelve-month periods, whichever is applicable according to the billing cycle on the relevant Order Form (each a "Renewal Term"), unless either Party gives prior written notice (Section 14.a) of its intent not to renew such Order Form at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term.

 

c. Termination. A Party may terminate this Agreement, an Order Form, or a Statement of Work for cause: (i) if the other Party is in material breach under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice (Section 14.a) of such material breach from the non-breaching Party; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceeding is not favourably resolved within sixty (60) days.

 

d. Return of Customer Data. At any time during the then-current Term, Provider will provide Customer with access to Customer Data in the then-current standard export format or another industry-standard format mutually agreed by the Parties. In the event this Agreement is terminated, if Customer requests Customer Data within 30 days of termination, Provider will make available to Customer an electronic copy of the Customer Data for an additional fee at Provider’s then-current rates. After such 30-day period, Provider shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control in accordance with Provider’s then-current practices on the same. Provider will not provide extracts of Customer Data unless all Fees have been paid by Customer. Provider’s obligations under this Section 14.d.II do not apply to any Aggregated Statistics.

 

e. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

​

  1. all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

  2. Customer shall immediately cease all use of any Services or Provider IP and (i) promptly return to Provider, or at Provider’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider IP or Provider’s Confidential Information; and (ii) permanently erase all Provider IP and Provider’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Provider in a signed written instrument that it has complied with the requirements of this Section 13.g.II;

  3. notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; (ii) Provider may retain Customer Data; and (iii) Customer may retain Provider IP, in the case of each of subclause (i), (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; (iv) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 14.e.IV will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;

  4. Provider may disable all Customer and Authorized User access to the Provider IP;

  5. if Customer terminates this Agreement due to material breach by Provider, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer Fees paid in advance for Services that Provider has not performed as of the effective date of termination; and

  6. if Provider terminates this Agreement pursuant to Section 13.c, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Provider’s invoice therefor.

 

f. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1.c, Section 7, Section 9.e, Section 10, Section 12, Section 12.e, this Section 13.f, and Section 14.

 

14. MISCELLANEOUS.

​

a. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Form(s) (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

 

b. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

 

c. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

d. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

e. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of India without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of India. Any legal suit, action, or proceeding arising out of [or related to] this Agreement or the licenses granted hereunder will be instituted exclusively to the Mumbai courts, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

 

f. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

 

g, Export Regulation. Customer shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside India.

 

h. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

bottom of page