Term of use

THIS AGREEMENT GOVERNS CUSTOMER (“You”, “Your”, “Yourself”) SUBSCRIPTION OF WYZARD PLATFORM AND USE OF ROUNDCIRCLE TECHNOLOGIES PVT LTD (“We”, “Our” “Us”) SERVICES.

UPON ACCEPTANCE OF THIS AGREEMENT, WHETHER BY SELECTING AN ACCEPTANCE BOX OR BY EXECUTING THIS AGREEMENT OR AN ORDER FORM THAT INCORPORATES THIS AGREEMENT, YOU ARE CONSENTING TO THE TERMS OUTLINED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU AFFIRM THAT YOU POSSESS THE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IN SUCH A CASE, THE TERMS "YOU" OR "YOUR" SHALL PERTAIN TO SAID ENTITY AND ITS AFFILIATES.

1. DEFINITIONS

“Wyzard” means the cloud-based Software as made available by RoundCircle to Customer hereunder in a hosted, software-as-a-service format, and including all upgrades, updates and patches to the opted SaaS Services that RoundCircle makes available for general release at no additional charge to its Customers.

“Platform User or Admin” means an individual who is authorized by You to use one or more of the Services. Admins may include, for example, Your employees or authorized consultants.

 “GDPR”means theEU General Data Protection Regulation (EU)2016/279

“Affiliate” refers to any organization that has direct or indirect control over, is controlled by, or is under common control with the specified entity. For the purposes of this definition, “control” denotes the direct or indirect ownership or control of more than 49% of the voting interests of the specified entity.

“Agreement” means this Main SAAS Subscription Agreement.

“We,“ “Us” or “Our” means RoundCircle technologies Pvt Ltd.

“You” or “Your” means the person accepting this Agreement, or, if applicable, the company or other legal entity for which you are accepting this Agreement.

“Your Reports” means reports regarding and/or incorporating Your Services Data generated, transmitted or displayed via the Services, but excluding Generic Reports.

“Your Services Data” means electronic data and information submitted by or for You to the Services or collected and processed by Us or for You as a result of Your use of the Services. Your Services Data includes “Your Reports”.

“Beta Services” means certain features, technologies, and services that are not generally available to Our customers, as updated from time to time.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, 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. Our Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

“Documentation” means the online documentation and Service feature descriptions, as updated from time to time, available at Wyzard under product documentation section.

“Disruption Event” means either: (a) an Admin’s use of the Services which could disrupt: (i) the Services; (ii) other customers’ use of the Services; or (iii) Our network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

“Generic Reports” means reports that may include Your Services Data in an anonymous, generic, de-identified format and aggregated with other data not constituting Your Services Data solely and exclusively for analyzing customer needs, improving Our services, or providing benchmark data of usage and configuration of the Services or Non-Wyzard Applications to other customers.

“Integrations” means the systematic interactions between Non-Wyzard Applications and the Services. An “API Integration” means an Integration developed through the Platform API by You or not made generally available by Us.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.

“Non-Wyzard Applications” means a web-based or offline software application that is provided by You or a third party, and interoperates with one or more of the wyzard services.

“Order Form” means an online confirmation page or an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates or Resellers.

“Platform API” means the API provided by Us that may be used to extend the platform’s functionality to interact with Non-Wyzard Applications.

“Purchased Services” means Services (including Professional Services) that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Services” means the products and services that are ordered by You under a free trial or an Order Form and made available by Us as described in the Documentation and/or SOW. “Services” exclude Non-Wyzard Applications.

“Subscription Term” means the period of time during which Admins are permitted to use the Services hereunder, as specified in the applicable Order Form and including all renewals or extensions thereof.

“Suspend” or “Suspension” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

 

2. FREE TRIAL

If You have access to the Services on a free trial basis, We will make one or more Services available to You on a trial basis, free of charge, until the earlier of (a) the end of the free trial period, or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s).

DURING YOUR FREE TRIAL, ANY DATA RELATED TO YOUR USE OF OUR SERVICES, INCLUDING REPORTS AND CUSTOMIZATIONS, THAT IS STORED ON OUR SYSTEMS OR IN OUR POSSESSION OR CONTROL, MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE TRIAL PERIOD UNLESS YOU CHOOSE TO PURCHASE A SUBSCRIPTION TO THE SAME SERVICES COVERED BY THE TRIAL OR UPGRADE TO A PAID SERVICE BEFORE THE TRIAL PERIOD ENDS. WE WILL NOT BE LIABLE FOR ANY HARM OR DAMAGE RESULTING FROM OR RELATED TO THE FREE TRIAL.

3. OUR RESPONSIBILITIES

3.1 Provision of Purchased Services : We shall (a) provide the Purchased Services to you in accordance with this Agreement and the relevant Order Forms; and (b) furnish our standard support for the Purchased Services to you at no additional cost. Notwithstanding the above, the availability of the Purchased Services may be affected by: (i) planned downtime (for which we will provide at least 8 hours' electronic notice through the Services and which we will schedule, as far as possible, during weekend hours), and (ii) circumstances beyond our reasonable control, such as, for example, failure or delay by Internet service providers, failure or delay by non-Wyzard applications, or denial of service attacks. We reserve the right to modify the Services at any time and from time to time; however, we will not significantly reduce the functionality of the Purchased Services during a Subscription Term.

3.2 Data Protection of Your Services. We will uphold administrative, physical, and technical safeguards that adhere to industry standards to protect the security, confidentiality, and integrity of Your Services Data. These measures will be implemented to prevent access, use, modification, or disclosure of Your Services Data by our personnel, except as explicitly outlined in this Agreement.

3.3 Beta Services. Occasionally, we may extend an invitation for you to participate in trial usage of Beta Services at no cost. You have the sole discretion to accept or decline such trials. Beta Services will be explicitly labeled as beta, alpha, early access, preview, non-production, evaluation, or with a similar description. These services are intended for evaluation purposes only and not for production use. They are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise specified, any trial period for Beta Services will end when a version of the Beta Services becomes generally available. We reserve the right to discontinue Beta Services at our sole discretion and may choose not to make them generally available. We will not be held liable for any harm or damage resulting from or related to a Beta Service.

 

4. Utilization of SERVICES; AFFILIATES Entities

4.1 Subscriptions. Unless stated otherwise in the relevant Order Form, (a) Services are acquired as subscriptions, (b) additional subscriptions may be included during a Subscription Term, with the duration of such additional subscription(s) being adjusted for the remaining portion of that Subscription Term at the time the mid-term subscriptions are added, and (c) any added subscriptions will conclude on the same date as the Subscription Term.

4.2 Usage Limits. The Services are bound by usage limits, as outlined in the relevant Order Form(s). Unless stated otherwise, the quantity specified in an Order Form pertains to End User Accounts and Integrations, as applicable. Should you surpass your current contractual usage limit, as detailed in the relevant Order Form, you will be responsible for additional fees related to the excess usage and must make payment in accordance with Section 5.2 (Invoicing and Payment).

4.3 Your Responsibilities. You will (a) be responsible for Admins’ compliance with this Agreement and for all activities that occur through Your Admins’ use of Our Services, (b) access and use the Services in accordance with Wyzard’s usage guides and policies. (c) be responsible for the accuracy, quality and legality of Your Services Data, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (e) use Services only in accordance with this Agreement and applicable laws and regulations, and (f) not share any Admin password(s) or credentials with any other individual outside your entity for commercial purposes.

4.4 Usage policies . You are prohibited from: (a) making any Service available to, or using any Service for the benefit of, anyone other than You or Your Admins; (b) engaging in the sale, resale, licensing, sublicensing, distribution, renting, leasing, or inclusion of any Service in a service bureau or outsourcing offering; (c) using a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) using a Service to store or transmit Malicious Code; (e) interfering with or disrupting the integrity or performance of any Service or third-party data contained therein; (f) attempting to gain unauthorized access to any Service or its related systems or networks; (g) permitting direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit; (h) copying a Service or any part, feature, function, or user interface thereof; (i) framing or mirroring any part of any Service, except for framing on Your own intranets or for Your own internal business purposes as permitted in this Agreement; (j) monitoring the availability, performance, or functionality of the Services, or accessing the Services for benchmarking or competitive purposes; (k) accessing any Service to build a competitive product or service; (l) reverse engineering any Service (to the extent such restriction is permitted by law); (m) circumventing or attempting to circumvent any restrictions on access to or use of the Platform API or API Integrations; or (n) developing or using an API Integration in a manner that results in the violation of any third party’s intellectual property rights. You may access, use, and make calls to the Platform API solely for the development of API Integrations for Your internal business purposes and use in connection with the Purchased Services, and in accordance with this Agreement.

4.5 Privacy. Our Product Privacy Statement delineates the gathering, utilization, and dissemination of specific information that may be furnished in connection with your utilization of the Services. By utilizing the Services, you acknowledge that your Services Data will be handled in accordance with our Product Privacy Statement, this Agreement, and, if applicable, the data processing agreement executed by you and us, and may be processed in a country where it was collected, as well as in countries where privacy laws may be less stringent, including India. By utilizing the Services or submitting your Services Data through the Services, you explicitly consent to such processes. You affirm that you have obtained the necessary consents and provided appropriate notices for the collection and utilization of your Services Data by us in accordance with this Agreement, including with respect to the personal information associated with End User Accounts.

4.6 Suspension. Should we become aware of an Admin's breach of this Agreement or if a Disruption Event occurs, we reserve the right to suspend that Admin's use of the Services or the offending use. The Suspension will be in effect until the relevant Admin has rectified the breach that led to the Suspension, and will be implemented to the minimal extent and for the shortest duration necessary to prevent or terminate the Disruption Event.

4.7 Affiliates. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if such Affiliate were an original party hereto.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1 Fees. You are obligated to remit all fees outlined in the Order Forms. Unless otherwise stated herein or in an Order Form, (i) fees are determined by the Service purchased and are not contingent on actual usage, (ii) payment obligations are irrevocable, and fees paid are non-reimbursable, and (iii) the quantities purchased cannot be reduced during the applicable Subscription Term. You are accountable for any outstanding payments due but not remitted by any of Your Affiliates procuring Services under this agreement.

5.2 Invoicing and Payment. We shall issue invoices to you in advance and as specified in the relevant Order Form. Unless otherwise indicated in the Order Form, charges invoiced are payable within thirty (30) days from the date of the invoice. It is your responsibility to furnish us with comprehensive and accurate billing and contact details, and to inform us promptly of any changes to such information.

 

5.3 Outstanding Charges.If any undisputed invoiced amount is not received by us by the due date, then, without prejudice to our rights or remedies, (a) late interest may accrue on those charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) we may make future subscription renewals and Order Forms conditional on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment), and/or (c) we may require you to cover any collections or legal fees incurred by us in order to collect payment of the corresponding undisputed invoiced amount.

5.4 Service Suspension and Obligation Acceleration. In the event that any amount owed by You under this or any other agreement for Our Services remains unpaid for thirty (30) days or more, We reserve the right, without prejudice to Our other rights and remedies, to expedite Your outstanding fee obligations under such agreements, making all such obligations immediately due and payable, and to Suspend Our Services to You until such amounts are fully settled. You will be provided with a minimum of 10 days' prior notice.

5.5 Payment Disputes. In the event of any disagreement regarding invoiced amounts, you are required to promptly notify us of the disputed amounts, accompanied by supporting documentation, within 30 days of receiving the invoice. Both parties agree to actively collaborate in good faith to resolve such disputes. If you are diligently disputing the relevant charges in a reasonable and good faith manner and are actively cooperating to resolve the dispute, we will refrain from exercising our rights under Section 5.3 (Outstanding Charges) or 5.4 (Service Suspension and Obligation Acceleration) above, provided that you promptly remit payment for any undisputed amounts.

5.6 Taxes. Our fees are exclusive of any and all taxes, levies, duties, or similar governmental assessments of any kind, including, but not limited to, value-added, GST,sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). You are accountable for remitting all Taxes related to your purchases under this agreement. In the event that we are legally obligated to remit or collect Taxes for which you are responsible under this Section 5.6, we will issue an invoice to you, and you are required to remit the specified amount unless you furnish us with a valid tax exemption certificate authorized by the relevant taxing authority. It is important to note that we are exclusively responsible for taxes imposed on us based on our income, property, and employees.

6. NON-Wyzard PROVIDERS

You may be required to obtain access to Non-Wyzard Applications from their providers, and may be required to grant Us admin access to Your account(s) on the Non-Wyzard Applications in order to use features in the Services designed to interoperate with Non-Wyzard Applications.

7. PROPRIETARY RIGHTS AND LICENSES

7.1 Reservation of Rights. Except for the specific rights explicitly granted herein, we retain all rights, title, and interest in and to the Services, Documentation, Platform API, and API Integrations, as well as any materials provided by us, including all derivatives, improvements, or enhancements thereof, and all associated intellectual property rights. You retain all rights, title, and interest in Your Services Data, with the understanding that we may utilize Your Services Data to generate Generic Reports and as outlined in Section 7.2 below. No rights are conferred upon you herein beyond those expressly stated in this agreement.

7.2 Our Rights to Use Your Services Data. You grant Us and Our Affiliates the right to use Your Services Data, in compliance with applicable law, in order to: (a) provide the Services in accordance with this Agreement and the Product Privacy Statement, (b) prevent or address service or technical problems, or (c) as may be required by law.

We may also use Your Services Data in an aggregated, de-identified and generic manner, in compliance with applicable law, for marketing, survey purposes, setting benchmarks, feature suggestions, product analytics and new product features or services, Services utilization analyses and related purposes, provided that (i)  it does not identify You or Your agents, representatives, customers or employees and is not attributable to such persons or entities in any way; and (ii) where Your Services Data is used in this manner to create publicly disclosed general usage statistics, such statistics are used to report only aggregated use among Our customers. Subject to the rights and licenses granted in this Agreement, We acquire no right, title, or interest from You under this Agreement in or to Your Services Data.

8. CONFIDENTIALITY

8.1 Protection of Confidential Information. The Receiving Party shall (i) exercise the same degree of care to safeguard the confidentiality of the Disclosing Party's Confidential Information as it employs to protect its own confidential information of a similar nature (but not less than reasonable care), (ii) refrain from utilizing any Confidential Information of the Disclosing Party for any purpose beyond the scope of this Agreement, and (iii) unless otherwise authorized in writing by the Disclosing Party, disclose the Disclosing Party's Confidential Information solely to those of its employees and contractors, as well as those of its Affiliates, who require such access for purposes consistent with this Agreement and who have executed confidentiality agreements with the Receiving Party that provide protections no less rigorous than those set forth herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party except its Affiliates, legal counsel, and accountants without the prior written consent of the other party; provided, however, that a party disclosing such information to its Affiliate, legal counsel, or accountants shall remain accountable for ensuring compliance with this Section 8.1 by such Affiliate, legal counsel, or accountant.

8.2 Compelled Disclosure. The Receiving Party is permitted to disclose the Confidential Information of the Disclosing Party to the extent required by law or by an order of a court or similar judicial or administrative body, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and offers reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party intends to challenge the disclosure. In the event that the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding in which the Disclosing Party is involved and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable expenses incurred in compiling and providing secure access to that Confidential Information.

8.3 Exceptions: Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party.

9. STATEMENTS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1 Statements. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2 Our Warranties. We warrant that: we will provide the purchased Services in a professional manner consistent with general industry standards and that the Services will perform substantially in accordance with the Documentation. Your exclusive remedy, and Our entire liability, for any breach of the above warranties, is limited, at Our option, to: (i) reperform the Professional Services, if any; (ii) repair or provide a reasonable workaround for any material, reproducible failure of the Purchased Services to conform to the warranty; or (iii) refund any pre-paid fees for the remainder of the Subscription Term for the deficient Purchased Services, in which case the applicable Subscription Term shall be terminated.

9.3 Mutual Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Services, as applicable (including applicable security breach notification law and applicable data protection laws).

9.4 Disclaimers.

9.4.1 Wyzard shall not be held responsible or liable for any damages arising from: (1) any disclosure, modification, or deletion of your services data resulting from access by a non-Wyzard application; (2) your installation, connection, enablement, use, or sharing of any integration, API integration, feature, workflows, actions, or suggestions (a) authored or made available by an entity other than Wyzard, including you, or (b) designated as "community built" or any similar designation in the services; or (3) the development or use of an API integration. You acknowledge that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features..

9.4.2 WE WARRANTS THAT THE PURCHASED SERVICES WILL BE PERFORMED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY US (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER US NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL US OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

10. MUTUAL INDEMNIFICATION

10.1 Indemnification by Us. If a third party makes a claim against Customer that the Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that our negligence or willful misconduct has caused bodily injury or death, We shall defend Customer and its directors, officers and employees against the claim at our expense and we shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by us, to the extent arising from the claim. We should have no liability for any claim based on (a) the Customer Content, (b) modification of the Services not authorized by us, or (c) use of the Services other than in accordance with the Documentation and this Agreement. We may, at our sole option and expense, procure for Customer the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

10.2 Indemnification by Customer. If a third party makes a claim against us that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend us and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF ROUNDCIRCLE) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS Agreement, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS Agreement, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS Agreement DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.

11.2 Collective Liability. The provisions and limitations of this Section 11 will apply to You and all of Your Affiliates purchasing Services hereunder in the aggregate, meaning Our liability to You and/or one or more of Your Affiliates for an incident or series of related incidents, collectively, will be limited to the aggregate amount paid by You and Your Affiliates as set forth in this Section 11.

12. TERM AND TERMINATION

12.1 Term of Agreement: The term of this Agreement shall begin on the Effective Date and shall continue until terminated by either party in accordance with Section 12.2 of this Agreement.

12.2 Termination.The Subscription Term shall renew for successive Subscription Term unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.

12.3 Suspension for Non-Payment: We reserve the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due to us under this Agreement, but only after we notify Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release the Customer of its payment obligations under this Agreement. Customer agrees that we shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services resulting from Customer’s non-payment.

12.4 Suspension for Ongoing Harm: We reserve the right to suspend delivery of the Services if we reasonably conclude that Customer or an End User user’s use of the Services is causing immediate and ongoing harm to us. In the extraordinary case that we must suspend delivery of the Services, we shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. we shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Services in accordance with this Section 12.4. Nothing in this Section 12.4 will limit our rights under Section 12.5 below. This Agreement may be terminated (i) by us if Customer breaches a term of this Agreement that remains uncured for 30 days (or, in the case of non-payment, five days) after delivery of notice of such breach, or (ii) if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors not dismissed within 30 days.

12.5 Notwithstanding the foregoing, without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) if the other party commits a material breach of any term of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so; or

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to cease to carry on business.

12.6 Effect of Termination:

12.6.1 Upon termination of this Agreement or expiration of the Subscription Term, We shall immediately cease providing the Services and all usage rights granted under this Agreement shall terminate.

12.6.2 If We terminate this Agreement due to a breach by Customer, then Customer shall immediately pay to Us all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by Us, then We shall immediately repay to Customer all pre-paid amounts for any unperformed Services scheduled to be delivered after the termination date.

12.6.3 Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

 

 

13. NOTICES, GOVERNING LAW AND JURISDICTION

13.1 Non-Exclusive Service: Customer acknowledges that Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict our ability to provide the Services or other technology, including any features or functionality first developed for Customer, to other parties.

13.2 Assignment: Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.

13.3 Manner of Giving Notice. All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon the first business day after sending by email. Notices to Us shall be addressed to admin@roundcircle.tech. Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator.

13.4   Entire Agreement and Revisions. The terms of this Agreement are subject to modification. If substantial changes are made, you will be notified in accordance with Section 13.3. Any alterations to this Agreement will take effect either thirty (30) calendar days after an email notice is sent to you (if applicable) or upon your next use of the Services, whichever comes first. These changes are immediately effective for new Administrators of our Services. You are responsible for providing Us with Your correct & updated email address .If the email address you have provided is invalid or unable to receive our emails for any reason, our email containing such notice will still be considered effective notice of the changes. Your continued use of our Services after being notified of such changes will indicate your agreement to be bound by the revised terms and conditions.

13.5 Force Majeure: Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

13.6 Waiver: No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

13.7 Severability: If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

13.8 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.9 Entire Agreement: This Agreement (including all exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

13.10 Publicity: Customer agrees that We may use Customer’s name and logo on the Wyzard’s website for the purpose of marketing the Service.Customer also allows us to use video or written testimonial as a marketing collateral.

13.11 Export Compliance. The Services, Content, other technology we make available, and derivatives thereof may be subject to export laws and regulations issued by local competent authority. Each party represents that it is compliant with the same. The Customer shall not permit Users to access or use any Service or Content in violation of the aforesaid regulations.

13.12 No Third Party Beneficiaries: This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

13.13 Independent Contractor: The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

13.14 Statistical Information: We may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.

13.15 Governing Law and Jurisdiction: This Agreement, including its exhibits, the Order Forms are governed by the laws of India, with the courts of Gurugram, Haryana, having exclusive jurisdiction without reference to any conflict of laws rules.

13.16 Compliance with Laws: We shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

13.17 Dispute Resolution: Customer’s satisfaction is an important objective to Us in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such a meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.