TERMS OF SERVICE
Version : V.1.0
Effective Date : 05.09.2023
Last Updated : 05.09.2023
In these Terms of Service (hereinafter referred as “Agreement” or “Terms of Service”), the terms “we”, us”, “our” or “company” refer to SUBCODEVS, INC., having FILE NUMBER 5944258, an entity registered with the State of Deleware with its place of business at 12345 LAKE CITY WAY NE #2181, SEATTLE, WASHINGTON 98125, UNITED STATES, together with its subsidiaries, and affiliates, and “Client”, “you” and “your” refer to each customer or service user or site visitor or user. These Terms of Service governs the use of the website and services provided by the Company under the brand name “SUBCODEVS”, and website “www.subcodevs.com” and its mobile applications (hereinafter collectively referred to as the “Website”).
1.1. The Client, by using the Website and the Services, constitute electronic acceptance, signifying their acceptance:
1.1.1. of all the policies, documents, notifications, and notices referenced or contained within these Terms of Service, and pledges to comply harmoniously with the provisions outlined herein.
1.1.2. that the Client affirms possessing complete legal authority to obligate himself or the Client’s Company or the relevant entity to these Terms of Service. The Client further warrants that they are duly authorized to enter into such commitments on behalf of said Company or entity; and
1.1.3. that the Client confirms having read, comprehended, and agreed to the terms set forth in these Terms of Service.
1.1.4. the Company is at its sole discretion may refuse to provide access to the website and provide any services to the Client.
1.1.5. any specific terms related to the provision of Services, to be provided by the Company to the Client, shall be detailed in a separate Agreement between the Client and the Company.
1.2. If the Client does not agree to be bound by these Terms of Service and other policies, the Client shall not use the website and/or the Services in any way.
1.3. In the event of any conflict between these Terms of Service and any other document pertaining to the use of the website, these Terms of Service shall take precedence and govern the client’s interactions with the website
2. SERVICES- The Company offers an extensive array of services encompassing custom software development, resource deployment, and server maintenance and setup, all designed to cater to the distinctive technological demands of the Clients. The Company retains the authority to add, modify, or discontinue services as it deems necessary. The Client is required to obtain confirmation from the Company regarding, including but not limited to, the availability, cost and timeline of Services. Further, by engaging with our services the Client acknowledge and concur with the ensuing terms:
2.1. Custom Software Development: We specializes in providing software development solutions customized to address specific business challenges.
2.2. Consultation and Planning: Our consultancy services entail outlining project scopes, technical specifications, and timelines. Thorough discussions ensure a holistic understanding of your vision and objectives before embarking on the development process.
2.3. Resource Deployment: In addition to software development, our resource deployment services encompass skilled professionals who can augment your existing teams or projects. This includes technical expertise, project management, and relevant resources.
2.4. Server Maintenance and Setup: We offer server maintenance and setup services to ensure the optimal functioning and security of your systems. Our experts handle the setup, configuration, and ongoing monitoring to safeguard against disruptions and vulnerabilities.
2.5. Other Services: Any specific software-related services beyond our standard services, as mentioned above, as required by the Client, shall be subject to discussion and agreement with the Company.
2.6. Disclaimer: The Client acknowledges and agrees that it is their responsibility to thoroughly inspect and evaluate the Services provided by the Company for any defects or errors during the warranty period, if applicable. The Client further understands and accepts that, following the expiration of the warranty period, if any, the Company shall not be held responsible for any rework or the results/outcome from the services rendered. The Client shall bear full responsibility for any modifications, corrections, or improvements required beyond the warranty period, if any.
3. CLIENT RESPONSIBILITY
3.1. The Client acknowledges and agrees that it shall be solely responsible for ensuring that any services requested from the Company do not infringe upon any applicable laws, third-party rights, or intellectual property. This responsibility includes, but is not limited to, obtaining all necessary permissions, licenses, and consents for the requested services.
3.2. In the event that any services provided by the Company, as per the Client’s request, are found to be in breach of any laws, third-party rights, or intellectual property, the Client shall indemnify and hold the Company, its officers, employees, and affiliates harmless from any and all claims, damages, losses, liabilities, expenses, and legal fees arising from such breaches.
3.3. The Client agrees to promptly notify the Company of any potential or actual legal claims, disputes, or concerns related to the provided services and to cooperate fully in the defense of any such claims. The Company reserves the right to participate in the defense or settlement of any claims and to engage legal counsel at its own expense.
3.4. This indemnification clause shall survive the termination or completion of the services and the expiration or termination of the agreement between the Client and the Company.
3.5. By requesting and using the Company’s services, the Client acknowledges its understanding of and consent to this responsibility and indemnification provision.
4. ABANDONMENT BY CLIENT
4.1. In the event that a Client abandons services after engagement, the Company shall not be held responsible for any delays or disruptions caused thereby.
4.2. If the client wishes to resume services after abandonment, the client shall be required to pay a restoration fee as determined by the Company.
4.3. If a client abandons a service, the Company reserves the right to assign the deputed resources or discontinue the same resources previously allocated to the Client, without obligation to provide prior notice for such changes.
5. USE OF WEBSITE- The Client agrees to use the website as provided, only in a manner which is permitted by the policies and the law. It is further agreed by the Client that by using the website or any services made available on the website, it does not give the Client ownership of any Intellectual Property Rights in the same or the content that the Client accesses. Further, by using the website the Client is not granted the right to use any branding or logos used on the website and the Client is prohibited from removing, or altering any information displayed in or along with the website.
6. LIMITED RIGHTS AND PROHIBITED CONDUCT
6.1. The website or any portion of this website, including the files available on the shared server of the Company, shall not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial or personal purpose without express consent of the Company in writing.
6.2. The Client, with regard to the website and Services, is hereby prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing any of the following information and indulging in any of the following activities, on the public area of the website or third-party platforms:
6.2.1. Impersonates any person or entity or false claim or otherwise misrepresents the Client’s association or affiliation with any person or entity;
6.2.2. Access, use, or availing services through the account that belongs to others without their authorization;
6.2.3. Infringe the Intellectual Property Rights of the Company or any third-party, whether individual or entity;
6.2.4. Use of the Services or the website in any manner that could damage The Company, the website or its reputation;
6.2.5. Damage, circumvent, disable or otherwise interfere with the security-related features of the website or use software viruses or any other computer code, files or programs designed to interrupt, destroy, limit or impair the functionality of the website;
6.2.6. Disassemble, decompile, decipher or otherwise attempt to discover the source code, by way of reverse engineering or by any other method, of the website or any part thereof;
6.2.7. Use of data mining, robots, crawlers or similar data gathering and extraction tools and technologies in any manner or for any purpose whatsoever;
6.2.8. Intentional interference with the website to damage, restrict, delay or inhibit operation of the website or any part thereof by any means, including without limitation, uploading or otherwise disseminating viruses, spyware or other malicious files that consists of contaminating or destructive feature;
6.2.9. Post, communicate or otherwise transmit any messages or content which is defamatory, blasphemous, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, harms, minors, hateful, or racially, ethnically, objectionable, disparaging, threatening, relating to encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever or which discloses private or personal matters concerning the Company or any third-party;
6.2.10. Use of the website or Services to indulge in or conduct any activity or solicit the performance of any illegal activity or other activities which infringes the rights of others;
6.2.11. Providing false, inaccurate or misleading information or providing information without the consent of the information owner;
6.2.12. Use of the website to collect or obtain Personal including financial information or Non-personal Information of any other party except with written approval by the Company;
6.2.13. Downloading, copying, using, aggregating, reproducing, publishing, modifying, distributing, deleting any data information, data or content without prior consent from the Company; and
6.2.14. Any act or omission contrary to the law.
6.3. The Client hereby acknowledges and accepts that if the Client breach any term of these Terms of Service, the Company at its own discretion shall have the right to suspend/terminate/revoke access or stop providing the website and its Services to the Client.
7. OWNERSHIP OF LICENSED MATERIALS AND RESTRICTIONS
7.1. “Licensed Materials” means and includes any data, content, materials, or intellectual property that is made available by the Company on its website or used in the Services. These materials may include but are not limited to:
7.1.1. Text and Content: Written content, articles, blog posts, and other textual information provided on the website.
7.1.2. Graphics and Images: Visual elements, images, illustrations, icons, logos, and graphics presented on the website.
7.1.3. Software: Any downloadable software, applications, plugins, or tools provided by the Company on its website.
7.1.4. Background technology developed by the Company: Any technological innovations, inventions, proprietary systems, software, methodologies, or intellectual property that have been created, developed, or existed prior to a specific project, engagement, or contractual relationship with the Client. This technology typically remains the exclusive property of the Company and may be used as a foundational or pre-existing resource in the course of providing services or products to clients or partners, but it is not typically included as part of any deliverables or subject to transfer or licensing unless expressly agreed upon in a separate agreement or contract.
7.1.5. Documentation: Manuals, guides, tutorials, or documentation related to the company’s products or services.
7.1.6. Multimedia: Audio, video, animations, and other multimedia elements that are part of the website.
7.1.7. Templates: Any templates, designs, or formats made available on the website for users’ convenience.
7.1.8. Data and Databases: Structured data, databases, or datasets that users can access or interact with on the website.
7.1.9. Website or Services: The Source code for the website and the Services is the Intellectual Property of the Company. These Terms of Service doesn’t provide any rights of access to the Source Code to the Client.
7.1.10. Open source material: Any software, code, content, or intellectual property that is made available to the public
7.1.11. Third-Party Free or Paid Software: Any software applications, programs, or tools that are developed and provided by entities other than the Company.
7.2. The Licensed Materials are proprietary to the Company (or to their respective owners) and are protected under Copyright law, and all right, title, and interest in and to the Licensed Materials (except for certain public domain and/or open source development tools, routines, subroutines, and programs contained within the website), including all revisions, updates and enhancements thereof and derivative works based thereon and all intellectual property rights contained therein or relating thereto, are and will at all times remain with the Company. These Terms of Service does not convey to the Client any interest in or to the Licensed Materials.
8. FEE AND CHARGES
8.1. The specific fee arrangement, including the amount, payment schedule, and any additional terms related to the services, shall be agreed upon and documented in a formal written agreement executed between the Company and the Client.
8.2. The fee and charges for the services, may be displayed on the website, and prior to availing any services, the Client is required to confirm the fees and charges with the Company. The Company reserves the right to modify or update the fees and charges at its discretion, and such changes will be communicated to the Client in advance.
8.3. The Client hereby further acknowledges and accepts that if the Client fails to pay any invoiced amount within seven (7) from the due date, The Company at its own discretion shall have the right to suspend/terminate/revoke access or stop providing the access to the website and its Services to the Client.
9. CONFIDENTIALITY OBLIGATIONS
9.1. In pursuance of these Terms of Service and in relation to the website and the Services stipulated herein, either Party (“Receiving Party”) hereby acknowledges and agrees that all or any information of the Other Party (“Disclosing Party”) that it receives in tangible or intangible form including but not limited to documents, records, information, data (written, verbal or electronic), models, analysis software, software code, source code, technical data, trade secrets, know-how, all customer information, product information, business information, processes, marketing plans, compilations, studies, prototypes, samples, methodologies, strategies, work in process, developments, communications, specifications, notes, business plan, intentions, market opportunities, plan of operations, any information not in the public domain, financial information, any and all information derived from such business information, information pertaining to the transaction contemplated herein, information that may have commercial value for the business of the Disclosing Party, the disclosure of which shall be detrimental to the interests of the Disclosing Party and/or any such information in connection with the business of Disclosing Party, which it may become privy to under these Terms of Service be considered as confidential and proprietary information of Disclosing Party (hereinafter referred to as the “Confidential Information”), whether received orally, in writing or in electronic form. The Parties acknowledge that the information stipulated above is not exhaustive and that Confidential Information shall include any and all information whether such information has been expressly designated as such or implied by virtue of its nature.
9.2. Notwithstanding the foregoing, Confidential Information does not include information that (i) is lawfully made available to the general public, (ii) is or becomes generally known to the public not as a result of a disclosure by Receiving Party, (iii) is rightfully in the possession of Receiving Party prior to disclosure by Disclosing Party, or (iv) is received by Receiving Party in good faith and without restriction from a third party not under a confidentiality obligation to Disclosing Party and having the right to make such disclosure. The foregoing exceptions do not apply to the disclosure of Personal Information, which shall not be disclosed without the Disclosing Party’s prior written consent unless required by law.
9.3. The Receiving Party shall ensure that any information and data received, not limited to the Confidential Information, shall be strictly kept confidential; using the same degree of care as used to protect its own Confidential Information of the like nature, but no less than a reasonable degree of care to prevent unauthorized use or disclosure including all Confidential Information shared during the term of these Terms of Service or a separate Agreement, executed between the Company and the Client, except to its employees, as may be required for the purpose of the business on need-to-know basis.
9.4. The Receiving Party agrees that it shall not disclose any such Confidential Information or any part thereof the third-party.
9.5. The Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order or as required by law or regulation provided that the Party provides a reasonable written notice prior to such disclosure so that the other Party may seek a protective order or any other appropriate remedy.
9.6. The Receiving Party acknowledges that any unauthorized disclosure of the Confidential Information may result in loss and irreparable loss to the Disclosing Party, for which monetary damages would not provide adequate compensation and that in addition to any other remedy, the Disclosing Party, in the event of a breach or threatened breach of the terms of this Clause, shall be entitled to an injunctive relief, without proving actual damages or posting a bond or other security.
9.7. The Receiving Party undertakes to keep and hold Disclosing Party indemnified and harmless against any losses, legal proceedings, liabilities, penalty or fine, which may be caused to or suffered by or made or taken against Disclosing Party arising out of any breach of Confidential Information by Receiving Party or its employees.
9.8. The Receiving Party shall immediately upon becoming aware of any unauthorized disclosure, give notice to the Disclosing Party of such unauthorized disclosure, misuse, theft, or other loss of Confidential Information, whether inadvertently or otherwise.
9.9. On expiry or early termination of these Terms of Service, the Receiving Party agrees to deliver, transfer and return all copies of the Confidential information already in its possession or within its control, to the Disclosing Party.
9.10. The terms of this clause shall continue in full force and survive the termination or expiry of these Terms of Service and or a separate Agreement, executed between the Company and the Client.
10. DATA AND PRIVACY-
10.1. The Client acknowledges that the data available or hosted online involves risk of unauthorized use and disclosure from actions of third parties and such other circumstances beyond the control of the Company and that the Company does not provide any representation, warranty or guarantee for any such unauthorized use or disclosure. In the event of any damages or loss of profit occurring due to the complete or partial destruction of any data owing to an unforeseeable event beyond the control of the Company, the Company shall not bear any liability or responsibility for such damages or losses.
10.2. The Client acknowledges and agrees that it is solely responsible for taking all reasonable measures to safeguard its data and intellectual property, including but not limited to, data provided to the Company during the course of services and any data generated or processed as a result of the Services. The Client shall implement appropriate security measures to protect its data from unauthorized access, disclosure, alteration, or loss. Furthermore, the Client shall continue to exercise due diligence in data protection practices during and even after the completion of services by the Company. The Company shall not be held liable for any breaches, losses, or compromises of the Client’s data, whether occurring during or after the delivery of services.
11.1. The Client agree to defend, indemnify and hold harmless the Company, it Affiliates, Users and their respective officers, directors, shareholders, contractors, agents and employees from and against, any and all liabilities, obligations, losses, damages, injuries, penalties, actions, judgments, suits, claims, costs, expenses or disbursements, arising out of, or in connection with, (a) any breach or default by the Client of any of the Client’s representation and warranties, and (b) any breach of the terms of these Terms of Service or applicable laws, statutes, ordinances and regulations by the Client.
11.2. The Company agree to defend, indemnify and hold harmless the Client, the Client’s Affiliates, Users and their respective officers, directors, shareholders, contractors, agents and employees from and against, any and all liabilities, obligations, losses, damages, injuries, penalties, actions, judgments, suits, claims, costs, expenses or disbursements, arising out of, or in connection with, (a) any breach or default by the Company of any of its representation and warranties, and (b) any breach of these Terms of Service or applicable laws, statutes, ordinances and regulations by the Company.
12. INTELLECTUAL PROPERTY RIGHT-
12.1. The Company shall have the right to use the Client’s name and trademark for marketing, advertising and media relation purposes.
12.2. The Company shall retain and be the sole and exclusive owner of all the rights, titles and interests in any and all the intellectual property in the website, and services provided herein including without limitation any copyright, trademarks, patents, trade secrets, know-how, look and feel, design, logo, derivative works, improvements or any and all proprietary information including but not limited to any data, software, source program, code etc. owned, controlled or developed by it prior to the execution of or independently of agreement with the Client and the Client shall not claim any right, ownership or interest in any of the foregoing.
12.3. The Company reserves all rights not expressly granted by it to the Client under these Terms of Service. The Client hereby agrees to secure and protect all copies of all website and any derivative works based on the website, in a manner consistent with the Client’s obligations under these Terms of Service, and take appropriate action with the employees, temporary employees, or consultants who are permitted access to the website and any derivative works based on the website.
13. TERM, TERMINATION, AND VIOLATION-
13.1. These Terms of Service shall be valid and continue to be operative as long as the Client continues to use the website or the Services.
13.2. The Client is entitled to terminate these Terms of Service anytime by discontinuing their usage of the website or the services and communicate the same in writing to the Company.
13.3. The Company shall be entitled to terminate the usage, access, or membership of the Client at any time with immediate effect and with or without cause wherein the term cause shall mean the breach of any of the terms and conditions stipulated in these Terms of Service by the Client.
13.4. The rights, liabilities or obligations under these Terms of Service that may have accrued to the Company prior to the termination or expiration of these Terms of Service shall not be affected by such termination or expiration and the Company shall be entitled to enforce such rights, liabilities or obligations against the Client regardless of the same.
14. REPRESENTATION AND WARRANTIES-
14.1. Each Party represents and warrants that they are duly incorporated and validly existing entities or individuals, as the case may be, and are in good standing under the applicable laws and regulations.
14.2. Each Party represents and warrants that all the requisite permits, licenses, approvals and other necessary authorizations from any governmental, statutory or other applicable authority have been obtained by it pertaining to the execution and performance and delivery of these Terms of Service.
14.3. Each Party represents and warrants that all the actions, corporate or otherwise, required for the execution delivery and performance of these Terms of Service and the transactions stipulated hereunder have been taken by it and such execution, delivery, and performance shall not constitute a breach of any of its charter documents, any other agreement, applicable laws or require the consent of any third-party or governmental authority. These Terms of Service, when executed and delivered, shall constitute a valid and binding obligation of such Party enforceable in accordance with its terms.
14.4. Each Party undertakes that there is no action or proceeding of any nature pending against it before any court of law or authority including but not limited to proceedings of insolvency or bankruptcy that may hamper or inhibit the execution and performance of these Terms of Service.
15. WARRANTY- The Company represents and warrants that it will provide the website in a professional manner consistent with general industry standards and that the website will perform substantially in accordance with the Technical Documentation.
15.1. The Company provides no warranty that:
15.1.1. The Services will be uninterrupted;
15.1.2. The Services will meet the Client’s requirement;
15.1.3. Accuracy or reliability of the results that may be obtained from the use of Services; and
15.1.4. The quality of Services, information, or other material obtained by the Client from or through the website will meet the Client’s expectation.
15.2. The Company shall not be liable, whether in contract or in tort in any manner whatsoever for
15.2.1. any interruptions in the services;
15.2.2. delay in access or interruptions on the website;
15.2.3. loss, theft, non-delivery, destruction, corruption, of data;
15.2.4. any loss or damage incurred as a result of the Client’s access or usage of the website;
15.2.5. the occurrence of any viruses, malfunctions, system failures, technical problems in connection with the website;
15.2.6. inaccuracies or omission in the content;
15.2.7. any other event beyond the control of The Company.
16. LIMITATION OF LIABILITY
16.1. In no event shall the Company be liable for any indirect, consequential, special or punitive damages including any loss of profit or revenue;
16.2. THE WEBSITE AND THE SERVICE SHALL BE ON AN “AS IS” AND AS AVAILABLE BASIS, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOST BUSINESS OR PROFITS INCURRED TO USER OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE WEBSITE AND/OR ITS SERVICES EVEN IF FORESEEABLE OR THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLIENT AGREES THAT THE COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS CLAUSE SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY THE COMPANY (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. THE COMPANY DOES NOT GUARANTEE THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL THE COMPANY OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF USER’S CONTENT, FILES, OR PROGRAMS.
16.3. The total liability of the Company and its officers, directors, employees, and agents to the Client for any claims, losses, damages, liabilities, costs, or expenses arising out of or related to these Terms of Service or Agreement, or a separate Agreement, executed between the Company and the Client, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of the last payment received by the Company from the Client.
17. GOVERNING LAW/AND JURISDICTION- These Terms of Service and other Polices will be governed by the laws of Washington, United States of America. Both parties hereby agree that the courts of Seattle, Washington shall have the sole and exclusive jurisdiction over any matter or dispute arising out of these Terms of Service and other Polices.
18. FORCE MAJEURE- The Company will be excused from performance of its obligations hereunder and will not be deemed to be in breach of or otherwise liable under these Terms of Service due to its inability to perform its obligations for any period during which, and to the extent that, it is prevented from performing any obligation as a result of causes beyond its reasonable control, including, but not limited to fire, earthquake, flood or other natural disaster, substantial snowstorm or other severe weather condition, epidemic, accident, explosion, casualty, strike, lockout or other labor controversy, riot or other civil disturbance, acts of terrorism or war, embargo, act of God, or any failure of the internet or failure or delay of any transportation, power, or communications system. If the performance of any obligation of the Company under these Terms of Service is delayed due to any such force majeure events, the time for performance of any such obligations will automatically be extended for a period equal to the duration of such force majeure events.
19.1. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be on the email address specified during the time of registration (“Registered Email-ID”), or to the email address that a party has notified to be that party’s email address for the purposes of this section.
19.2. A notice given under this agreement shall be deemed effective/served on the acknowledgement of the other party.
19.3. If no acknowledgement is received back from the other party, the notice given under this agreement shall be deemed effective/served on expiration of 15 (fifteen) business days from the date of email.
20. MISCELLANEOUS PROVISIONS-
20.1. These Terms of Service, together with all annexures and exhibits to these Terms of Service, the terms of which are hereby incorporated by reference, constitute the entire agreement of, and supersede any and all prior verbal or written agreements and understandings between, the parties relating to the subject matter hereof and thereof. These Terms of Service has been induced by no representations, warranties or statements other than those contained in these Terms of Service.
20.2. Any separate agreement, including but not limited to service contracts, service level agreements, or other written agreements entered into between the Client and the Company concerning the provision of services by the Company, shall be considered an integral part of these Terms of Service. In the event of any conflict or inconsistency between the provisions outlined in these Terms of Service and the terms specified in any separate Agreement between the Client and the Company regarding the provision of services, the terms of the separate Agreement shall prevail and govern the relationship between the parties.
20.3. These Terms of Service is binding on and will insure to the benefit of the parties hereto and their respective successors and permitted assigns.
20.4. If any one or more of the provisions of these Terms of Service should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of all provisions of these Terms of Service not ruled to be invalid or unenforceable will be unaffected and the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s), to the minimum extent necessary, to render them valid and enforceable in conformity with the parties’ intent as manifested in these Terms of Service .
20.5. The headings contained herein are for reference and convenience only, and do not define or limit the scope or interpretation of these Terms of Service and are not to be deemed to be a material part of these Terms of Service.
20.6. In case of any one or more of the provisions of these Terms of Service should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in these Terms of Service shall not in any way be affected or impaired.
20.7. Except as otherwise provided herein, the rights and remedies provided in these Terms of Service and all other rights and remedies available to either party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity.
20.8. No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
20.9. The Company and the Client are and intend to remain independent parties. Nothing in these Terms of Service will be deemed or construed to create the relationship of principal and agent, or of partnership or joint venture, and neither party will hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant or employee of the other. Neither party, nor any officer, employee, agent or representative thereof, will, in any event, have any right, collectively or individually, to bind, make any representations or warranties, accept service of process, to receive notice or to perform any act or thing for or on behalf of the other party, except as authorized in writing by such other party in its sole discretion.
20.10. These Terms of Service shall not be construed to create any relationship either of employer/ employee, master/ servant, principal/ agent, partnership/ associate or any other relationship of a like nature between the Parties.
20.11. Each Party agrees not to disclose the terms, conditions or scope of these Terms of Service without the prior express written consent of the other Party.
23. AMENDMENT- The Client agrees that the Company reserves the right and has the sole discretion to amend any clauses by way of amendment, addition, variation or repeal or revise these Terms of Service and other policy at any time. The Client’s continued use of the software following the posting of any changes to the Agreement or any other policy constitutes the Client’s acceptance of those changes.
24. INTERPRETATION- The Company shall have the exclusive right to interpret these Terms of Service and other policies including any future amendment.
25. NO OBJECTION- User hereby express that it has no objection upon any call/SMS/email Communication by the Company, any third party on its behalf or any other party authorized by the Company, communicating to User with regard to the software or other services. The User hereby expresses his interest and accord its willful consent to receive communication (including commercial communication) in relation to the Company’s Services. User further confirms that any communication, as mentioned hereinabove, shall not be construed as Unsolicited Commercial Communication and the User has specifically opted to receive communication in this regard on the contacts provided by the User.
26. CONTACT US- Please feel free to contact us in case of any queries, grievances or to report any abuse or violations of terms, by emailing at [email protected].