SaaS Agreement - Template Form to Create Word & PDF Pro · IN-law

SOFTWARE AS A SERVICE (SaaS) AGREEMENT

This Software as a Service Agreement ("Agreement") is made and entered into at ________ on the date the Subscriber first accesses or uses the Service (the "Effective Date"), by and between ________, a company incorporated under the Companies Act, 2013 and having its registered office at ________ (CIN: ________; GSTIN: ________) (the "Provider"), and the Subscriber (as defined herein), as of the date the Subscriber starts using ________.

This Agreement is an electronic record within the meaning of the Information Technology Act, 2000 and the rules made thereunder, and does not require any physical or digital signature. This Agreement sets forth the terms and conditions under which the Subscriber agrees to use the Provider's application and related Services ("________"/"Service"). By accessing ________, the Subscriber acknowledges and agrees to be bound by these terms, which constitute a valid and binding contract under the Indian Contract Act, 1872. If the Subscriber does not agree with any provision of this Agreement, the Subscriber may not access or use ________.

§ 1. DEFINITIONS

1.1. "Account" means any account(s) or instance(s) created by, or on behalf of, the Subscriber or its Affiliates within ________.

1.2. "Affiliate" means, in relation to a party, an entity that directly or indirectly controls, is controlled by, or is under common control with such party, including the power to direct or cause the direction of management, whether through the ownership of voting securities, by contract, or otherwise.

1.3. "Agent" means an individual authorised to use the Service through the Subscriber's Account as an agent, account provider, and/or administrator.

1.4. "Agreement" means this Software as a Service Agreement, including all its annexures, schedules, order forms and amendments.

1.5. "Associated Services" means products, services, features and functionality designed to be used in conjunction with the Services that are not included in the subscribed Services.

1.6. "Data Fiduciary", "Data Principal" and "Data Processor" shall have the meanings ascribed to them under the Digital Personal Data Protection Act, 2023.

1.7. "Effective Date" means the date on which this Agreement comes into effect and binds both parties, as set out above.

1.8. "End-User" means any person or entity other than the Subscriber or Agents with whom the Subscriber, Agents, or other end-users interact using the Service.

1.9. "Personal Data" means data about an individual who is identifiable by or in relation to such data, as defined under the Digital Personal Data Protection Act, 2023.

1.10. "Provider" refers to the entity that offers the Service and is a party to this Agreement, and may also be referred to as "Us", "We" or "Our".

1.11. "Service" means the products and services used or ordered by the Subscriber online through any medium, whether on a trial or paid basis, including applicable software, updates, API, documentation, and all Associated Services provided under this Agreement. We reserve the right to change the name, prices, and description of the Service in accordance with this Agreement.

1.12. "Service Data" means electronic data, text, messages, communications or other materials submitted to and stored within the Service by the Subscriber, Agents and End-Users in connection with the use of the Service, but excludes the contact details of the Agent.

1.13. "Service Fee" means the fee paid by the Subscriber to the Provider for the subscription of the Service, as specified under this Agreement and the applicable order or invoice.

1.14. "Subscriber" refers to the party that purchases or subscribes to ________ as set forth on the service order/invoice, and may also be referred to as "You" or "Your".

1.15. "Website" means the website operated by the Provider for ________: ________.

§ 2. ACCOUNT TERMS

2.1. The Service will be available to You subject to this Agreement and the applicable order(s). The Provider will use commercially reasonable efforts to make the Service available 24 (twenty-four) hours a day and 7 (seven) days a week, except during planned downtime with advance notice to You or the occurrence of a Force Majeure Event.

2.2. The Subscriber agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments by the Provider regarding future functionality or features.

2.3. The Provider reserves the right to modify the features and functionality of the Service during the subscription term. In the event of deprecation of any material functionality, the Provider will provide advance notice of 30 (thirty) working days to You.

2.4. Access to certain Services is restricted, and only an authorised number of persons with valid credentials may access the Account. The Account credentials of Agent-based Accounts shall not be shared, and a single Account shall not be used by multiple persons simultaneously.

2.5. The Subscriber shall not circumvent the limitations set out under this Agreement or order form. If it is found that the Subscriber has used the Services beyond the subscription limit, an additional Service Fee may be charged for such use.

2.6. The provision and use of the Service in certain jurisdictions are subject to the Provider's region-specific terms.

2.7. We may provide some or all elements of the Service through third-party service providers.

2.8. If You purchase any additional services or packages from Us, this Agreement will apply to all such additional orders and features that You activate within Your Account.

2.9. By using the Service, You represent that You are competent to contract within the meaning of Section 11 of the Indian Contract Act, 1872, being of the age of majority and of sound mind. If You are below the age of 18 (eighteen) years, You may use the Service only under the supervision of, and with the verifiable consent of, a parent or lawful guardian, in accordance with the Digital Personal Data Protection Act, 2023.

§ 3. FREE OR TRIAL SUBSCRIPTION

3.1. The Subscriber may use certain Services free of charge for a limited time or on a trial basis. The free or trial service will remain available free of charge until the date on which the free subscription is terminated or the paid subscription commences, whichever occurs first.

3.2. You agree not to use the free Services in any manner that exceeds the limits set, including but not limited to storage, user limits, and bandwidth consumption.

3.3. We may change the limits applicable to Your use of the free Service at any time at Our sole discretion, with reasonable notice to You where such change materially and adversely affects Your use.

3.4. Any data entered by the Subscriber or End-User into the Service, or any customisation, may be lost once the free or trial period ends, unless the Subscriber exports such data before the expiry of the free or trial period.

§ 4. SUBSCRIBER OBLIGATIONS

4.1. You shall provide true, complete, and up-to-date contact and billing information.

4.2. You must keep all Your credentials, including username and password, strictly confidential.

4.3. You are responsible for maintaining the safety and security of Your identifying information and for keeping Us apprised of any changes thereto.

4.4. If Your credentials are compromised, You agree to notify Us immediately in writing.

4.5. The billing information You provide, including credit/debit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of Your identifying information. Providing false or inaccurate information, or using the Service to further any fraud or unlawful activity, constitutes grounds for immediate termination of Your subscription and Account.

4.6. The Subscriber is responsible for compliance with this Agreement by its Agents and End-Users and for all activities occurring under an Account. Without limiting the foregoing, the Subscriber shall ensure that its use of the Services complies with all applicable laws, regulations, privacy notices, agreements and other obligations with Agents and End-Users.

4.7. The Subscriber shall comply with all applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023 and the Information Technology Act, 2000 and the rules thereunder, when processing or handling any Personal Data through the Service.

4.8. The Subscriber agrees to cooperate with the Provider in resolving any technical issues or addressing any support requests related to the Service.

§ 5. ACCEPTABLE USE

5.1. You agree not to use the Service for any unlawful purpose or any purpose prohibited under this clause, nor in any way that could damage the Provider, the Service or the general business of the Provider.

5.2. You further agree not to use the Service:

5.2.1. to engage in any activity that could result in excessive bandwidth usage, degradation of performance, or disruption of the Service;

5.2.2. for competitive benchmarking or for developing a competing product or service;

5.2.3. to harass, abuse, or threaten others or otherwise violate any person's legal rights;

5.2.4. to violate any intellectual property rights of the Provider or any third party;

5.2.5. to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

5.2.6. to perpetrate any fraud;

5.2.7. to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

5.2.8. to publish or distribute any obscene or defamatory material;

5.2.9. to publish or distribute any material that incites violence, hate or discrimination towards any group;

5.2.10. to unlawfully gather information about others.

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5.4. You shall not sub-license, resell or distribute the Service to any third party without prior written consent from the Provider.

5.5. You acknowledge that the Provider is not responsible or liable for, and does not control, the content of any information posted or stored on the Service by You or other users, and You are solely responsible for the same. You agree that You shall not upload, post, or transmit any content that You do not have a right to make available.

5.6. You agree to comply with all applicable laws, statutes and regulations concerning Your use of the Service, and shall not transmit any information, data, text, files, links, software, chats, communication or other materials that are abusive, invasive of another's privacy, harassing, defamatory, vulgar, obscene, unlawful, false, misleading, harmful, threatening, hateful, or racially or otherwise objectionable.

5.7. You may not use the Service for any illegal or unauthorised purpose, nor violate any laws in Your jurisdiction (including copyright and intellectual property laws) in the use of the Service.

5.8. You acknowledge that the Service has not been designed to collect or process sensitive personal data or information within the meaning of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and accordingly You agree not to use the Service to collect, process or store any such information. We disclaim any liability that may result from Your use of the Service to collect, process or store such information.

5.9. You shall obtain all necessary, free, specific, informed and unambiguous consents and permissions from Data Principals whose Personal Data is collected or processed through the Service, in accordance with the Digital Personal Data Protection Act, 2023.

5.10. The Provider reserves the right to monitor the Subscriber's use of the Service to ensure compliance with these terms and applicable laws.

5.11. In the event of suspected violation of these terms or applicable laws, We may investigate and take appropriate action, including warning the Subscriber, suspending or terminating the Subscriber's access to the Service, and reporting any illegal activity to the relevant authorities.

§ 6. PAYMENT & SERVICE FEE

6.1. The Subscriber agrees to pay all applicable Service Fees and charges associated with their subscription as outlined in the service order, statement of work, supplemental terms, or otherwise agreed usage charges.

6.2. The Subscriber shall provide valid and up-to-date payment information, such as debit card, credit card, UPI, net-banking or other approved payment methods.

6.3. The Subscriber authorises the Provider to charge the designated payment method for all applicable Service Fees and charges, and to use a third party to process payments, and consents to disclosure of payment information to such third party for that purpose.

6.4. All Service Fees and charges are exclusive of any applicable taxes, including Goods and Services Tax (GST) levied under the Central Goods and Services Tax Act, 2017 and allied State / Integrated GST legislation, or other similar taxes imposed by any governmental authority. The Subscriber shall be responsible for paying all such taxes as required by applicable law.

6.5. In addition to the Service Fee, the Provider may charge one-time set-up fees, onboarding fees, or fees for customisation or integrations requested by the Subscriber. Details of such additional fees shall be provided in writing by the Provider and agreed upon by both parties.

6.6. If the Subscriber upgrades the Service plan or increases the number of Agents during the subscription term, any incremental subscription charges will be charged on a pro-rata basis for the remaining subscription term.

6.7. The Subscriber may not downgrade the subscription plan or reduce the number of Agents during any subscription term, and may only do so at the end of the then-current subscription term.

6.8. The Provider shall issue tax invoices or payment receipts to the Subscriber for all applicable Service Fees and charges, electronically or through other agreed means, in compliance with applicable GST law.

6.9. The Subscriber shall review invoices promptly upon receipt and notify the Provider of any discrepancies within ________ (________) calendar days of receipt.

6.10. Unless otherwise stated in the applicable order or agreed in writing, all Service Fees and charges shall be payable in advance on a recurring basis.

6.11. Payment is due within the timeframe specified in the invoice or purchase order. Without prejudice to any other remedy, the Provider may charge interest on overdue amounts at the rate of ________% per annum, and failure to make timely payment may result in suspension or termination of the Subscriber's access to the Service.

6.12. All Service Fees and charges are non-refundable, except as expressly provided in this Agreement or required by applicable law.

6.13. The Provider reserves the right to modify the Service Fee upon providing the Subscriber with prior notice, by way of an updated pricing schedule or other written communication. Such adjustments shall become effective from the next billing cycle. In the event of a Service Fee increase, the Subscriber may terminate the subscription upon written notice to the Provider before the effective date of the increase.

§ 7. TERM, TERMINATION & SUSPENSION

7.1. The term of the Service begins upon a valid subscription and remains in effect for as long as the Subscriber holds a valid subscription or statement of work, or until this Agreement is otherwise terminated in accordance with its terms, whichever occurs first. The term shall be defined for each service order or invoice.

7.2. If You have opted for a recurring subscription scheme, upon the expiry of an existing plan an amount equivalent to the subscription Service Fee will be deducted automatically. If such deduction fails, You shall make the payment within ________ (________) calendar days from the due date, failing which Your subscription will be suspended or terminated.

7.3. Either party may terminate an Account and subscription at the end of the then-current subscription term by providing notice of ________ (________) calendar days to the other party. To cancel the subscription, the Subscriber may do the following:

________

7.4. The Provider specifically reserves the right to terminate this Agreement if You violate any terms herein, including but not limited to infringing the intellectual property rights of the Provider or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

7.5. Either party may terminate this Agreement if the other party commits a material breach of these terms, other agreements, or applicable laws and fails to cure such breach within 15 (fifte) calendar days of written notice, or if the other party becomes subject to a petition in insolvency or bankruptcy or any proceeding relating to insolvency, liquidation, winding up, or assignment for the benefit of creditors. If the Subscriber terminates the subscription in accordance with this clause, the Subscriber shall be entitled to a refund of any prepaid Service Fees covering the remainder of the subscription term. If the Provider terminates the subscription under this clause due to the Subscriber's breach, the Subscriber must pay any unpaid Service Fees covering the remainder of the subscription term.

7.6. No refunds or credits for subscription charges or Service Fees will be provided if the Subscriber terminates a subscription or cancels its Account prior to the end of a subscription term, except where such termination is in accordance with Clause 7.5.

7.7. Upon termination of this Agreement, any provisions that by their nature should survive termination — including those relating to confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution — shall remain in full force and effect.

7.8. In the case of a paid Subscriber, upon the Subscriber's written request, the Provider will make Service Data available for export or download for ________ (________) calendar days after the effective date of termination, expiration or migration of the Account, except for Service Data deleted in accordance with these terms or as required by law. Thereafter, the Provider shall have no obligation to retain the Service Data unless otherwise required by applicable law, and shall erase Personal Data in accordance with the Digital Personal Data Protection Act, 2023.

§ 8. CONFIDENTIALITY

8.1. Each party (the "Receiving Party") may have access to certain confidential and proprietary information of the other party (the "Disclosing Party") in connection with this Agreement. "Confidential Information" includes any business, technical, financial, or other information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

8.2. The Receiving Party agrees to: (a) use the Confidential Information solely for performing its obligations and exercising its rights under this Agreement; (b) not disclose the Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

8.3. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental authority, provided that it gives the Disclosing Party prompt written notice of such requirement, where legally permitted, to enable the Disclosing Party to seek a protective order or other appropriate remedy. The obligations under this clause shall survive the termination or expiration of this Agreement for a period of ________ (________) years.

§ 9. DATA PROTECTION & PRIVACY

9.1. The Provider may collect and process Personal Data and other data from the Subscriber, its Agents and End-Users as necessary for the provision of the Service. The Provider's privacy policy shall govern such collection and processing, and is incorporated herein by reference. The Subscriber is responsible for reviewing the privacy policy periodically. The privacy policy may be accessed at: ________

9.2. The Subscriber retains all right, title and interest in and to any data or information submitted, uploaded, or transmitted by the Subscriber or its authorised users through the Service ("End-User Data").

9.3. To the extent the Provider processes Personal Data on behalf of the Subscriber, the Subscriber shall act as the Data Fiduciary and the Provider shall act as the Data Processor within the meaning of the Digital Personal Data Protection Act, 2023. The Subscriber hereby grants the Provider a limited, non-exclusive, worldwide, royalty-free licence to process the End-User Data solely for the purpose of providing the Service and fulfilling its obligations under this Agreement and applicable law, and only in accordance with the Subscriber's lawful instructions.

9.4. The Provider shall implement reasonable security safeguards to protect Personal Data against unauthorised processing, accidental disclosure, acquisition, sharing, use, alteration, destruction or loss, and shall notify the Subscriber and the Data Protection Board of India of any personal data breach in the manner and within the timelines prescribed under the Digital Personal Data Protection Act, 2023.

9.5. If You are using the Service on behalf of another party, You represent and warrant that You have all sufficient and necessary rights, consents and permissions to do so, including any consents required from Data Principals.

§ 10. ASSUMPTION OF RISK

10.1. The Subscriber acknowledges that use of the Service carries certain inherent risks and uncertainties, including:

10.1.1. technical risks such as interruptions, delays, or unavailability of the Service due to hardware, software, or network failures;

10.1.2. compatibility risks such as incompatibility between the Service and the Subscriber's hardware, software, or network environment;

10.1.3. security risks such as unauthorised access, data breaches, or loss of data.

10.2. By using the Service, the Subscriber voluntarily accepts and assumes all risks associated with its use. The Subscriber acknowledges that, subject to applicable law, the Provider shall not be liable for any damages, losses, or harm arising from or related to the inherent risks of the Service.

10.3. The Service is provided for communication and business purposes only. You acknowledge that any information posted on the Service is not intended to be legal, medical, or financial advice, and no fiduciary relationship is created between You and the Provider by virtue of this Agreement.

10.4. You further agree that Your purchase of any Service is at Your own risk, and the Provider does not assume responsibility or liability for any advice or other information given on the Service.

§ 11. INTELLECTUAL PROPERTY

11.1. You agree that the Service and all Services provided by the Provider are the property of the Provider, including all copyrights, trademarks, trade secrets, patents and other intellectual property ("Provider IP"). You agree that the Provider owns all right, title and interest in and to the Provider IP, and that You will not use the Provider IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Provider IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or URLs, without the express written permission of the Provider.

11.2. You agree not to modify, copy, reproduce, distribute, display, perform, decompile, reverse-engineer or create derivative works based on the Provider IP, directly or indirectly.

11.3. You acknowledge that this Agreement does not give You any right to implement the Provider's patents.

11.4. Each party shall retain all right, title and interest in its respective intellectual property. The rights granted to the Subscriber, Agents and End-Users to use the Service do not include any additional rights or intellectual property rights of the Provider.

11.5. In order to make the Service available to You, You hereby grant the Provider a royalty-free, non-exclusive, worldwide licence to copy, display, use, broadcast, transmit and make derivative works of any content You publish, upload or otherwise make available to the Service ("Your Content"). The Provider claims no further proprietary rights in Your Content.

11.6. If You become aware that any of Your intellectual property rights have been infringed or otherwise violated by another of Our users, please contact Us in accordance with this Agreement.

11.7. If the Subscriber becomes aware of any infringement or unauthorised use of the Provider IP, the Subscriber shall promptly notify the Provider and provide all necessary assistance to protect the Provider's rights.

§ 12. PUBLICITY

12.1. The Subscriber grants the Provider the right to use the Subscriber's name, logo, and a general description of the nature of the service provided in connection with this Agreement for the purpose of identifying the Subscriber as a customer of the Provider, including on its website and in marketing and promotional materials.

12.2. Where the Subscriber requests reasonable changes or restrictions on the use of its name and logo, the Provider shall make commercially reasonable efforts to accommodate such requests. Neither party shall make any public statement or press release regarding this Agreement without the prior written consent of the other party, except as required by applicable law or regulation.

§ 13. INDEMNIFICATION

13.1. The Provider will indemnify and defend the Subscriber against any claim brought by a third party alleging that the Subscriber's authorised use of the Service infringes such third party's valid intellectual property rights (an "IP Claim"). The Provider shall, at its own expense, defend such IP Claim and pay damages finally awarded against the Subscriber in connection therewith, provided the Subscriber promptly notifies the Provider of any threat or notice of the IP Claim, grants the Provider the exclusive right to defend such claim, and fully cooperates with the Provider in connection therewith.

13.2. You agree to defend, indemnify and hold harmless the Provider and its Affiliates from and against any and all legal claims and demands, including reasonable advocates' fees and costs, arising from or relating to Your use or misuse of the Service, Your breach of this Agreement, or Your conduct or actions. The Provider will promptly notify You of any such claim and will reasonably cooperate with You, and may, at its option and expense, participate in its own defence with counsel of its choice.

§ 14. DISCLAIMER OF DAMAGES

14.1. Subject to applicable law, You acknowledge and agree that the Provider shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with the use of, or inability to use, the Service, even if the Provider has been advised of the possibility of such damages.

14.2. The Subscriber assumes total responsibility and risk for the use of the Service. To the maximum extent permitted by applicable law, the Provider disclaims all liability for damages of any kind arising from or related to the Subscriber's use of the Service, the content thereof, or any reliance placed on information made available through the Service.

§ 15. THIRD-PARTY LINKS & CONTENT

15.1. The Service may contain links to third-party websites, applications, and resources. The Subscriber acknowledges that the Provider does not endorse or control such third-party websites or resources, and shall not be responsible or liable for any content, advertising, products, or other materials available thereon.

15.2. The Subscriber may choose to integrate third-party applications, plugins, or content ("Third-Party Content") with the Service. Third-Party Content is subject to the terms and conditions of the respective third parties, and the Provider shall not be responsible or liable for any issues related to its use. Any concerns or disputes regarding the service, payment or any other matter concerning third-party websites or resources should be addressed directly to the applicable third party.

§ 16. MODIFICATION & VARIATION

16.1. The Provider may, from time to time, modify this Agreement. We will provide You with reasonable advance notice of changes that materially and adversely affect Your use of the Service or Your rights, by email, in-product notification, or other similar method.

16.2. If the Subscriber does not agree with any proposed modification, the Subscriber may terminate this Agreement in accordance with the Term and Termination clause herein.

16.3. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court or tribunal, You agree that the prior effective version of this Agreement shall be considered enforceable and valid to the fullest extent permitted by law.

16.4. You agree to routinely monitor this Agreement and refer to the Effective Date noted at the top to note modifications. You agree that Your continued use of the Service after any modification constitutes Your continued assent to this Agreement.

16.5. If You fail to monitor any modifications to this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

§ 17. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the use of the Service, and supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding such use.

§ 18. NO WARRANTIES

18.1. You agree that Your use of the Service is at Your sole and exclusive risk, and that the Service is provided on an "As Is" and "As Available" basis. To the maximum extent permitted by applicable law, the Provider expressly disclaims all express or implied warranties, including the implied warranties of fitness for a particular purpose and merchantability.

18.2. The Provider makes no warranty that the Service will meet Your needs or that it will be uninterrupted, error-free, or secure, nor as to the reliability or accuracy of any information on the Service or obtained through it.

18.3. Subject to applicable law, You agree that any damage to You, Your computer system, or resulting from the loss of Your data arising from Your use of the Service is Your sole responsibility, and that the Provider is not liable for any such damage or loss.

18.4. All information, software, products, services and related graphics provided on the Service are provided on an "as is" and "as available" basis without warranty of any kind, whether express or implied.

18.5. The Provider disclaims all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, or those arising from a course of dealing, usage, or trade practice.

18.6. The Provider makes no representation about the suitability of the information, tools, or add-ons contained on the Service for any purpose, and the inclusion or offering of any service does not constitute an endorsement or recommendation thereof.

18.7. The Provider makes no warranty that use of the Service will be uninterrupted, timely, secure, or error-free. You expressly agree that use of the Service is at Your own risk.

18.8. Your use of any information or materials on the Service is entirely at Your own risk, for which We shall not be liable. It is Your responsibility to ensure that any services or information available through the Service meet Your specific requirements.

18.9. The Provider assumes no responsibility for the accuracy, currency, completeness or usefulness of information, views, opinions, or advice in any material contained in the Service. Any third-party or advertiser information is made available without changes, and the Provider cannot guarantee its accuracy.

18.10. All postings, messages, advertisements, photos, sounds, images, text, files, videos or other materials posted on, transmitted through, or linked from the Service are solely the responsibility of the person from whom such content originated. As an intermediary under the Information Technology Act, 2000, the Provider does not control and is not responsible for such content.

18.11. There may be instances where incorrect information is published inadvertently on the Service, such as typographical errors, inaccuracies or omissions relating to product descriptions, pricing, promotions, offers, and availability. Any such errors may be corrected at Our discretion at any time, and We may change or update information or cancel orders if any information is inaccurate, without prior notice.

18.12. We undertake no obligation to update, amend or clarify information in the Service except as required by law.

18.13. The Provider shall not be responsible for any interaction between You and other users of the Service. Subject to applicable law, the Provider will not be liable for any goods, services, resources, or content available through such third-party dealings, and is under no obligation to become involved in disputes between You and other users or third parties. You agree to release the Provider from any and all claims, demands, and damages arising out of or in connection with such disputes.

18.14. You agree that, while the Provider has made reasonable efforts to safeguard the Service, it cannot and does not represent that the Service or any information provided by You cannot be accessed by unauthorised third parties. Subject to applicable law, You agree that the Provider shall not be responsible for unauthorised access to or alteration of Your transmissions or data.

18.15. You agree that, subject to applicable law, the Provider shall not be held liable for any such unauthorised access or any loss or damage suffered by You due to unauthorised access by third parties, or for any spam messages or information You may receive from such unauthorised third parties.

18.16. You agree that, subject to applicable law, the Provider is not responsible for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party, or any infringement of another's rights, including intellectual property rights, or for any content sent using or included on the Service by any third party.

18.17. Subject to applicable law, the Provider shall have no liability and will make no refund in the event of any delay, cancellation, strike, Force Majeure Event, or other cause beyond its direct control.

18.18. You will be solely responsible for any damage to Your computer system or loss of data resulting from the download of any information or material.

18.19. If You are dissatisfied with the Service or do not agree with these terms, Your sole and exclusive remedy shall be to stop using the Service.

§ 19. LIMITATION OF LIABILITY

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________

19.2. The aforementioned limitation applies to any and all claims by You, including for lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind, to the extent permitted by applicable law. Nothing in this Agreement shall limit or exclude liability that cannot be limited or excluded under the laws of India.

§ 20. GENERAL PROVISIONS

20.1. AUTHORITY: Each party represents and warrants that it has full power and authority to enter into this Agreement, that this Agreement is binding upon it and enforceable in accordance with its terms, and that it has the authority to procure its Affiliates' compliance with the terms of this Agreement.

20.2. LANGUAGE: This Agreement and all related communications, notices and documentation shall be conducted in the English language. Any translation provided for convenience is not guaranteed to be accurate or complete, and the English version shall prevail in case of any discrepancy.

20.3. GOVERNING LAW, ARBITRATION & JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. Any dispute, controversy or claim arising out of or in relation to this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. Each party shall bear its own costs and fees, and the costs of the arbitrator shall be borne equally. The seat and venue of arbitration shall be ________, and the language of arbitration shall be ________. The award shall be final and binding on the parties. Subject to the arbitration agreement above, the courts at ________ shall have exclusive jurisdiction.

20.4. ASSIGNMENT: The Subscriber shall not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the Provider. The Provider may assign or transfer this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this clause shall be void. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

20.5. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or arbitrator, the remaining parts shall be enforced to the maximum extent possible, and the parties agree to replace the severed provision with a valid and enforceable provision that reflects the original intent of the Agreement as closely as possible.

20.6. NO WAIVER: The failure of either party to enforce any right or provision shall not be deemed a waiver of such right or provision. No waiver of any breach shall constitute a waiver of any subsequent breach. No waiver shall be effective unless expressly stated in writing and signed by the waiving party.

20.7. HEADINGS: Headings of clauses and sub-clauses are for convenience and organisation only and shall not affect the meaning of any provision of this Agreement.

20.8. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Subscriber and the Provider, nor authorise either party to act as an agent or representative of the other.

20.9. FORCE MAJEURE: Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, fires, floods, epidemics, pandemics, war, terrorism, strikes, labour disputes, governmental actions, or any other unforeseeable event beyond the reasonable control of the affected party (a "Force Majeure Event"). The affected party shall promptly notify the other party in writing of the occurrence and anticipated duration of such event. Performance shall be suspended during the Force Majeure Event, and the time for performance shall be extended accordingly. If the Force Majeure Event continues for a period of ________ (________) calendar days, either party may terminate this Agreement by written notice to the other without incurring any liability for such termination.

20.10. ELECTRONIC COMMUNICATIONS: The parties agree that electronic communications, including email, electronic records and electronic signatures, shall be deemed valid and legally binding for all purposes under this Agreement and shall have the same force and effect as if in writing and signed, in accordance with the Information Technology Act, 2000.

20.11. NOTICES: All notices under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, by registered post or courier, or by email to the address of the relevant party set out in this Agreement or as otherwise notified in writing. Notices to the Provider shall be addressed to: ________.

20.12. GRIEVANCE REDRESSAL: In accordance with the Information Technology Act, 2000 and the rules thereunder, the name and contact details of the Grievance Officer are: ________.

You may contact the Provider through the following method:

________