The following HyperVerge Terms of Service (hereinafter referred to as the “Terms“) apply to the use of Services (as defined below) as provided by HyperVerge Technologies Private Limited. (“HyperVerge” or “Service Provider”).
For the purposes of these Terms, the term “Client” shall refer to the entity designated as such in the Order Form. All specific details and information related to the Client shall be incorporated into and governed by the terms set forth in the Order Form. In these Terms, Client shall be referred to as “you” and “your” when applicable.
CLAUSE l. DEFINITIONS
“Authorized Personnel” means the employees or other authorized personnel of the Client, who are specifically authorized and enabled by Client to access the Services.
“Documentation” means all user manuals, process manuals,product documentation, training materials, policies and guidelines on use, technical manuals, descriptions and specifications, and other information or documentation relating to the Service (as amended from time to time) that are either published or made available to the Client from time to time by the Service Provider. Such Documentation shall be deemed to form a part and parcel of these Terms and shall be binding upon the Parties.
“Existing Intellectual Property” means all Intellectual Property that is owned by Service Provider, including but not limited to HyperVerge Commercial API and HyperVerge SDK as upgraded, updated, modified and improved from time to time.
“Fees” means the fees and taxes payable by Client to the Service Provider listed in Exhibit B as consideration for rendering the Services to Client.
“Harmful Code” means any software, hardware or other technologies, devices or means designed to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner – the Services, including any virus, bug, Trojan horse, worm, backdoor or other malicious computer code and any time-bomb or drop dead-device.
“HyperVerge After-Developed Intellectual Property” means all Intellectual Property that is developed by Service Provider through the utilization, use or development of the Service or Existing Intellectual Property (excluding any ownership of the Client Data) resulting from the use of the HyperVerge Commercial API. All HyperVerge After-Developed Intellectual Property shall be owned by Service Provider. This shall include all upgrades, modifications, improvements, changes, features added to the Services from time to time.
“HyperVerge Commercial API” means the software, Documentation, data, and other Existing Intellectual Property or HyperVerge After-Developed Intellectual Property through which the Services are provided to the Client and any upgrades, updates, modified versions, additions and improvements thereto.
“HyperVerge SDK” means the software development kit consisting of sample code, redistributables, libraries, documentation and other materials provided to Client by Service Provider in the applicable software development kit download, and any upgrades, updates, modified versions, additions, and improvements thereto.
“Intellectual Property” means all worldwide rights in intellectual property including in trade names, trade name rights, trademarks, service marks, trademark rights, logos, trade dress, Internet domain names, URLs, identifying symbols, logos, emblems, signs or insignia, including all goodwill associated with such marks; licenses, patents, patent applications, any reissues, reexaminations, divisionals, continuations, continuations-in-part and extensions thereof, patent rights, inventions (whether or not patentable), trade secrets, customer lists, databases, copyrights (including registrations and applications therefor), works of authorship, moral rights, technology, computer software in source and object code and related algorithms, models and methodologies and all other tangible embodiments thereof, documentation, know-how, processes, specifications, data and lab test results, formulas, projects in development, computer software, computer software modifications, enhancements and computer software derivative works, concepts, ideas, trade secrets, technical data and other proprietary non-public information and all other intellectual property and proprietary rights and rights of similar nature, of any kind or nature and however designated under any applicable law anywhere in the world and all derivatives thereof.
“Client Data” means all Personal Information provided by Client end users and shared, stored and/or processed on the Shared Platform.
“Order Form” means any service order referencing these Terms and executed by Client and HyperVerge which contains the applicable terms and conditions governing the Services, including but not limited to Terms, details of the Client, APIs availed and pricing applicable to the same.
“Personal Information” means any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, is capable of identifying such person, as defined in the rules framed under the Information Technology Act, 2000 in India, as may be amended from time to time.
“Services”means the HyperVerge Commercial API and the Shared Platform.
“Shared Platform” means the computing, storage, networking, and other hardware and software infrastructure used in providing the Services and/or related services accessed by Client and / or its Authorized Personnel via commercially available networks, such as the Internet.
“Use” means (when used in connection with Services) Client’s and Authorized Personnel’s authorized use of the Services, in accordance with the terms of this Agreement, the Documentation and applicable law.
CLAUSE 2. LICENSE GRANTS AND OBLIGATION
License Grant: Subject to Client’s compliance with this Terms, including receipt by Service Provider of the payments specified in Exhibit B, Service Provider hereby grants to Client, a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable , worldwide right and license to Use the Services in accordance with the Documentation within the Client’s organization, during the Term of this Terms.
Reservation of Rights: Neither the license rights granted, nor any other provision of this Terms is intended, nor shall it be interpreted to transfer or assign any right, title, or interest (including any Intellectual Property) in the HyperVerge Commercial API, Existing Intellectual Property, HyperVerge After-Developed Intellectual Property or the HyperVerge SDK to Client, with the sole exception of the limited license rights expressly granted herein. Service Provider retains any and all rights not expressly granted herein to Client, including in all HyperVerge After-Developed Intellectual Property.
Ownership of HyperVerge After-Developed Intellectual Property: The Client agrees and acknowledges that the Service Provider shall at all times be the sole owner of all Intellectual Property forming a part of HyperVerge Commercial APIs, HyperVerge SDK and the Services rendered hereunder. This shall include all copies, derived works, modifications, iterations, improvements created in respect of HyperVerge Commercial APIs, HyperVerge SDK and the Services prior to, during and post the term of this Terms which shall vest solely with the Service Provider. All right, title and interest in any Intellectual Property including improvements to such Intellectual Property arising during the course of the provision of Services to the Client shall remain solely vested with the Service Provider and the Client shall not contest anything to the contrary or claim any right, title or interest in such Intellectual Property. All rights not expressly granted by the Service Provider shall be reserved.
The Client expressly represents and warrants that it shall not use the results provided by HyperVerge as part of the Services provided herein to train or create an AI model or services either for its internal consumption or for commercialization. Any intellectual property of any nature including software, code, AI models etc. that have been created or derived from the results provided by HyperVerge or created through reverse engineering, modification of HyperVerge Intellectual Property or Services provided hereunder shall solely vest with HyperVerge. The Client acknowledges and agrees to undertake all necessary actions required to immediately disclose such intellectual property created in violation of this Clause and to the extent that the ownership of such intellectual property does not automatically vest with HyperVerge, the Client shall absolutely, irrevocably and unconditionally assign and transfer all rights, title, ownership and interest in such intellectual property to HyperVerge and carry out all actions required for such assignment and transfer.
No Group Company Access/ Resale: This Terms expressly prohibits the Client from reselling or sharing on a no-consideration basis the access to the Services or any portion thereto with any member of the Client’s group/affiliate/subsidiary/parent company or third party. Any group company of the Client that requires access to the Services shall sign a separate Terms in writing with the Service Provider for the same.
Control of the Services: The method and means of providing the Services shall be under the exclusive control, management and supervision of the Service Provider. Service Provider will provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable law.
CLAUSE 3. TERM
This Terms shall be in full force and effect from the Execution Date and shall continue to be valid and subsisting unless otherwise terminated in writing by either Party hereto in accordance with the terms hereof (the “Term”). This Agreement may be renewed or extended thereafter only by mutual agreement in writing between the Parties.
CLAUSE 4. CLIENT OBLIGATIONS
Complete Information: Client agrees to provide accurate, current and complete information required while enabling Authorized Personnel to Use the Shared Platform, and to maintain the accuracy of such information during the Use of the Services.
Password Security: Client shall and will require all Authorized Personnel to maintain proper password security.
Necessary Authorizations: Client will be responsible to obtain informed consent from the providers of Personal Information (data subjects/data principals) in the form and manner required by applicable law to enable Service Provider to use, share, store and process such Personal Information as specifically documented under this Terms. By submitting any Personal Information using the Services, the Client shall be deemed to be representing and warranting that it has obtained all such necessary consent from the owners / providers of the Personal Information to enable Service Provider to use, share, store and process Client in accordance with the terms of this Terms.
Responsibility: Client shall be solely responsible to ensure that all Authorized Personnel comply with all of the terms of this Terms and Client shall be responsible and liable for the actions of all Authorized Personnel in violation of this Terms.
Integrity of Client Data: Client acknowledges and understands that the quality of the output of the Services will vary depending on the accuracy, quality, integrity, reliability and appropriateness of the Client Data.
License to Service Provider: Client hereby grants a license to Service Provider to use Client Data for the purposes specifically documented hereunder, including a license to use, store, record, process, transmit, maintain Client Data in accordance with the terms of this Terms.
Maintenance of Notices: Client and its Authorized Personnel will not remove, alter, cover or obfuscate any copyright notices or other proprietary-rights notices placed on or embedded in the HyperVerge Commercial API, the HyperVerge SDK or other materials applicable to the delivery of the Services.
Benchmark Tests: Client and its Authorized Personnel may not publish the results of any benchmark tests run on the HyperVerge Commercial API without prior written permission from Service Provider.
CLAUSE 5. PAYMENTS
Fees: As consideration for the licenses granted under this Terms, Client shall make payment of the Fees to Service Provider in accordance with the pricing outlined in the Fee Schedule at Exhibit B. The Fees are mentioned exclusive of applicable GST, which shall be billed additionally and borne by the Client.
Payments: Client shall pay all Fees accruing to Service Provider in INR, without deduction of exchange, collection, wiring fees, bank fees, tariffs, taxes (except income taxes required to be deducted at source as per applicable law) or any other charges of any kind whatsoever. Client shall pay all Fees in accordance the Fee Schedule. For any taxes deducted as per the applicable laws as specifically documented hereunder, the Client will promptly deposit the withheld taxes with the Government treasury, file the statutorily mandated returns and furnish the requisite tax deduction certificate to Service Provider within the timelines prescribed under applicable law so as to enable Service Provider to obtain full credit for the taxes deducted at source. All payments to Service Provider will be made payable to “HyperVerge” to the following account by wire transfer:
Bank: ICICI Bank
A/C Number: 035005005142
Account Name: HYPERVERGE TECHNOLOGIES PRIVATE LIMITED
Branch: Adyar, Chennai
Late Payments: In the event Fees are not received by Service Provider when due hereunder, Client shall pay to Service Provider interest charges at the rate of twelve percent (12%) per annum on the total Fees outstanding and unpaid [in accordance with the MSMED Act, 2006] from the date when the payment was due till the date when the principal sum together with interest thereon is received by the Service Provider. This right to receive interest shall be without prejudice to any other rights and remedies available to Service Provider under this Terms and applicable law.
CLAUSE 6. TERMINATION
Termination for Cause: In the event of breach by either Party of any of the terms hereof, the aggrieved Party may give notice of such breach to the other Party and in case of failure by the other Party to rectify such breach within 15 (fifteen) business days from the date of such breach or where such breach is uncurable, the aggrieved Party may forthwith terminate this Terms in writing. Termination for breach will not alter or affect the terminating Party’s right to exercise any other remedies for breach.
Temporary Suspension of Access.
For Late Payments: Notwithstanding the termination provisions of Clause 6.1, if Client fails to make any payment for a continuous period of 30 (thirty) days from when the same is due, Service Provider has the right to suspend access and Use of the Services on providing notice of 5 days to Client and resume Services (as applicable) on the completion of all outstanding payment under th Order Form.
For Harmful Code: Notwithstanding the termination provisions of Clause 6.1, in the event that the Client utilizes any Harmful Code in its Use of the Services, Service Provider has the right to temporarily suspend access and Use of the Services while working with the Client to provide Client with alternative credentials or carry out other reasonable acts to permit the Client to continue using and accessing the Services where reasonably practicable.
Continuing Obligations: No termination of this Terms by Service Provider shall relieve Client of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Service Provider. Each Party shall bear its own costs incurred to enforce this Terms.
Termination by Notice for Convenience: Either Party may terminate this at any time upon 45 days’ prior written notice to the other Party.
Consequences of Termination: Upon the expiration or termination of Term, except as otherwise expressly provided in this Terms, all rights and licenses granted hereunder shall cease and the Client and the Authorized Personnel shall immediately cease and refrain from accessing or using the HyperVerge Commercial API, the Services or the HyperVerge SDK in any manner and for any purposes whatsoever. All Fees due and payable to Service Provider at the time of termination or expiry shall be settled not later than fifteen (15) days from the effective date of termination or expiry. The expiration or termination of this Term shall not affect such of the provisions of this Terms which are expressly provided to operate after any such expiration or termination, or which implicitly required to survive/continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this.
CLAUSE 7. DISCLAIMER OF WARRANTIES
No Representations or Warranties: The Services are rendered on an ‘as is’ basis. Except as otherwise expressly documented herein, Service Provider expressly disclaims all representations and warranties of any kind, express or implied, past or present, statutory or otherwise in law or from a course of dealing or usage of trade, to the fullest extent permitted by law, including any implied warranties of merchantability or fitness for a particular purpose.
Survival: This clause shall, at all times, survive any expiration or the termination of the Terms.
CLAUSE 8. LIMITATION OF LIABILITY & INDEMNIFICATION
Each Party shall indemnify, hold harmless and defend other Party and its officers and directors against any and all direct, actual and proven third-party claims, suits, losses, damages, liabilities, fees and expenses (including reasonable fees of attorneys) suffered as a result of a claim, action or legal proceeding resulting from or arising out of breach or violation of law (including but not limited to data protection laws) to which such Party is expressly subject.
The Service Provider shall be liable for any direct, actual and proven loss or damage arising out of any third-party claims, suits, losses, liability that the Client will incur for any (a) misuse or dissemination of Client Data not specifically authorized hereunder; (b)arising out of gross negligence and willful default of the Client.
If Service Provider receives information about an infringement or misappropriation claim related to a Service, Service Provider may in its discretion and at no cost to the Client (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Client’s continued use of that Service in accordance with this Agreement, or (iii) terminate Client’s subscriptions for that Service upon 30 days’ written notice and refund Client any prepaid fees on a pro-rata basis covering the remainder of the unused term of the terminated subscriptions.
The Client agrees to indemnify the Service Provider, its directors, officers and employees for any third-party claims, suits, losses, liability (a) arising directly out of any use of the non-obtainment of requisite consent from the end user for the usage, sharing, storage and processing of Client Data hereunder; (b) arising out of gross negligence and willful default of the Client.
Limitation of Liability: In no event shall either Party be liable for any special, incidental, indirect, punitive or consequential damages or any failure or eventuality which arises due to any act and/or omission or of any kind in connection with this Terms, even if such Party has been informed in advance of the possibility of such damages. In no event shall the Service Provider be liable to the Client in an aggregate amount greater than the fees paid or payable to the Service Provider by the Client in the immediately preceding 3 (three) months.
In the event a Party claims a right to indemnification (“Indemnified Party”), such Party shall promptly give written notice of the claim to the other (“Indemnifying Party”) as soon as practicable; at the Indemnifying Party’s request and expense, permit Indemnifying Party to handle all negotiations for settlement and to control and direct any litigation that may follow and provide all reasonable assistance to Indemnifying Party (at Indemnifying Party’s cost) in the handling of any negotiations and litigation. The Indemnified Party must take reasonable steps to mitigate any loss, damage or expense it sustains or incurs and that arises from, or in connection with, the claim in respect of which it claims indemnity.
CLAUSE 9. PRIVACY AND SECURITY
Comply with Applicable Law: Each Party agrees to abide by all applicable local, state, national laws, and regulations in connection with respect to its obligations under this Terms, including, without limitation, all applicable privacy and data protection laws, rules and regulations, including all laws and regulations regarding the export of technical data from one jurisdiction to the other through the Service, and relating to the privacy of Personal Information.
Privacy Policies: Client shall be solely responsible for establishing its own policies and procedures for ensuring compliance with all applicable laws and regulations relating to the usage, sharing, storage and processing of Personal Information from the end users who provide such Information for use in connection with the Services. Service Provider shall comply with all applicable laws in relation to the usage, sharing, storing and processing of Personal Information pursuant to the Services provided hereunder.
Unauthorized Access by Third Parties: Each Party agrees to promptly notify the other Party if any unauthorized access of any Authorized Personnel’s account or other unauthorized usage of the Services is known or reasonably suspected to have occurred and will cooperate with that other Party’s reasonable investigation of any such unauthorized activity. Client will be responsible to ensure that all computer systems used to access or use the Services are protected using appropriate firewalls, encryption, and/or other appropriate security measures. Client is responsible for (a) the security of all its computer systems and (b) safeguarding any passwords or other validation information assigned to Client and Authorized Personnel. Service Provider is not responsible for the actions of any individual who, with or without Client’s knowledge or permission, gains access to the Services as a result of Client’s failure to implement and enforce the security measures for which Client is responsible.
Security Measures and Limitations on Use: Except as expressly permitted by this Terms, Client shall not, and shall not allow any Authorized Personnel to:
- Access the Services for or upload to the Shared Platform anything unlawful, misleading, malicious or discriminatory;
- Work around any technical limitations in the Shared Platform, HyperVerge Commercial API, Services or HyperVerge SDKs, use any tool to enable features or functionality that are otherwise disabled in the Shared Platform, HyperVerge Commercial API, Services or HyperVerge SDKs, or decompile, disassemble or otherwise reverse-engineer the Shared Platform, HyperVerge Commercial API, Services or HyperVerge SDKs, or create any customizations, enhancements, or derivative works of the HyperVerge Commercial API, the Services or the HyperVerge SDKs;
- Perform or attempt to perform any actions that would interfere with the proper working of the Shared Platform, or prevent access or use of the Shared Platform by Clients other the Client;
- Upload or transmit to the Shared Platform any Harmful Code;
- Sell, resell, license, sublicense (unless otherwise authorized), distribute, rent, lease or otherwise market to third parties the Shared Platform, HyperVerge Commercial API, Services or HyperVerge SDK, or include the Shared Platform, HyperVerge Commercial API, Services or HyperVerge SDK (in whole or part) in a service bureau or outsourcing offering;
- Copy the Shared Platform, HyperVerge Commercial API or Services or any part, feature, function or user interface thereof;
- Frame or mirror any part of the Shared Platform, HyperVerge Commercial API or Services, other than framing on Client’s own intranets or otherwise for Client’s own internal business purposes, including for the purpose of permitting Use of the Services by Authorized Personnel;
- Access the Services, Shared Platform or any other Confidential Information or Intellectual Property of the Service Provider in order to build a competitive product or service;
CLAUSE 10. BACKUPS
Service Provider may store Client Data for the backup period defined under Exhibit A for debugging, support, development and provision of services by HyperVerge as specifically defined in Exhibit A. As defined under Exhibit A, thereafter all applicable Client Data except fraudulent or suspicious data shall be permanently deleted.
CLAUSE 11. NOTICES
Any notices, requests or other communications required or permitted by this Terms shall be in writing and shall be delivered as follows with notice deemed given as indicated:
- by personal delivery when delivered personally;
- by courier service upon written verification of receipt;
- by email upon acknowledgement of receipt of electronic transmission;
- by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either Party may specify in writing by notice.
In the case of Client:
Address inputted in the Order Form shall apply.
In the case of HyperVerge:
HyperVerge Technologies Private Limited,
No. 12, 2nd Floor, Urban Vault, 17th cross,
Sector 7, HSR Layout, Bengaluru
Karnataka – 560102 Email: firstname.lastname@example.org
Attn: HyperVerge Legal Team
CLAUSE 12. CHOICE OF LAW AND BINDING ARBITRATION
This Terms shall be interpreted in accordance with the laws of India and any dispute arising out of or in relation to this Terms shall be subject to the exclusive jurisdictions of the courts in Bangalore.
In the event that the Parties are unable to reach a satisfactory solution within thirty (30) days from the date of the dispute, any such dispute arising out of or in connection with this Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a single arbitrator to be mutually appointed within 30 (thirty) days of the dispute failing which an arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. The seat and venue of arbitration proceeding shall be Bangalore, India. All proceedings shall be in English. The award of the Arbitrator shall be final and binding on the Parties.
CLAUSE 13. CONFIDENTIAL INFORMATION
Confidential Information: means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in oral, graphic, written, electronic or machine readable form, sample or any other form in order to achieve the purpose of this Terms, whether or not the information is expressly marked as confidential, including but not limited to: i) Client Data, (ii) Personal Information (iii) Documentation and the source code to the HyperVerge Commercial API, marketing strategies/processes for development of algorithms that may be shared by Service Provider with the Client at any point of time(iv) any other sensitive, business, commercial or proprietary information. Confidential Information will not, however, include any information which the Receiving Party can demonstrate with adequate evidence was information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party, through no action or inaction of the Receiving Party; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality by the Receiving Party or the third party providing such information to the Receiving Party; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, or (e) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Notwithstanding the foregoing, the Client consents to the Service Provider’s use of the Client’s name in connection with Service Provider’s publicity related to Service Provider’s Intellectual Property and commercialization achievements and to otherwise publicize the commercialization of the Services.
Reasonable Measures: Except as necessary strictly for the purposes of the Terms, the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party for any other purpose not permitted hereunder. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information, which shall in any event be no less than reasonable care, and shall ensure that its representatives, agents, consultants, Service Provider’s sub-contractors who have access to Confidential Information of the other Party have signed a nonuse and nondisclosure Terms in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party agrees that all acts and omissions by a Representative in relation to the Confidential Information are deemed to be acts and or omissions of the Receiving Party and accordingly the Receiving Party is liable for the same.
Confidentiality of Terms: Except as required by law or specifically permitted by the Service Provider in writing, Client may not disclose the terms of this Terms, the facts underlying the Terms, any negotiations or any dispute among the Parties and the substance of any discussion about this Terms with any unauthorized third party.
Survival: This clause shall, at all times, survive any expiration or the termination of this Agreement.
CLAUSE 14. GENERAL PROVISIONS
Headings: The headings of the several clauses are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Misc: This Terms shall be read with the Order Form and any other policies or documents as published or made accessible to the Client from time to time in respect of the Services. It is recommended that the Client read and understand the Agreement and Order Form carefully and continue its use or access of the Services on the Client’s complete and voluntary acceptance of the same. By accessing or using our Services the Client agrees to adhere to and be legally bound by this Agreement and Order Form.
Binding Effect: The Client represents and warrants that it has read the Terms and Order Form and finds the same to be reasonable, fair and acceptable to it. It understands that on its acceptance of this Terms and Order Form through electronic signature, it shall form a legal contract, binding and enforceable on the parties.
Entire Terms: This Agreement, including all incorporated Exhibits and other documents incorporated herein by reference constitute the entire understanding of the Parties and supersedes all previous communications, representations, or understandings, either oral or written, between the Parties relating to the subject matter thereof. The Parties acknowledge that there has been no influence to enter into this Agreement in any manner, nor has any Party relied upon any verbal warranties or representations not set forth in this Agreement.
Sub-contractors: The Service Provider may engage subcontractors as part of the Services rendered hereunder.
Severability: If any provision of this Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then such invalid or unenforceable provision will be automatically revised to be a valid or enforceable provision that comes as close as permitted by law to the Parties’ original intent and the remaining provisions of this Terms will remain in full force and effect, unless the invalid or unenforceable provisions are of such essential importance to this Terms that it is to be reasonably assumed that the Parties would not have entered into this Terms without the invalid or unenforceable provisions.
Certification: Each individual executing this Agreement on behalf of a Party does hereby represent and warrant that he or she has been duly authorized to execute this Agreement on behalf of such Party and bind such Party to the terms of this Agreement.
Non-Solicitation: The Parties agree that during the term and for twelve (12) months thereafter, neither Party shall induce or attempt to hire, solicit, induce any employee, service provider/sub-contractor engaged by the other Party (with whom such Party has come in contact with pursuant to the scope of this Terms) and to sever ties or to diminish its/their relationships with that Party, or solicit, hire or assist any person or entity in soliciting, retaining or hiring any person employed or retained by the other Party. This clause does not apply where an employee of one Party seeks employment with the other Party as a response to a public advertisement or call for application where no specific solicitation has occurred.
Assignment: This Terms is not assignable or otherwise transferable by either Party without the express written consent of other Party.
Relationship of the Parties: In assuming and performing the respective obligations under this Terms, each Party is acting as an independent party, and neither shall be considered or represent itself as a joint venture, partner, franchisee, agent or employee of the other.
Waiver: No waiver by either Party hereto of any breach or default of any of the covenants or agreement herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default. No waiver shall be effective unless made in writing signed by the authorized representative of the Party making such waiver.
E-Signature: The Parties acknowledge and agree that this Terms may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Further the record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law and regulation.
Force Majeure: Neither Party shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of other employees), insurrection or riots, embargoes, or requirements or regulations of any civil or military authority (“Force Majeure”). Each Party hereto agrees to give reasonable notice to the other upon becoming aware of an event of Force Majeure. If a default due to an event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Terms. Neither Party shall have any liability to the other in respect of the termination of this Terms as a result of an event of Force Majeure.