End User License Agreement

Celoxis SaaS EULA

BY CLICKING ON THE "I AGREE" (OR SIMILAR BUTTON) AND USING THE SOFTWARE AND THE SERVICES, YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT.

THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA" or "Agreement") IS A LEGAL AGREEMENT BETWEEN "YOU", "You", “Client” or "User" (EITHER IN AN INDIVIDUAL CAPACITY OR IF ACCESSED OR USED BY OR FOR ANY COMPANY, AN AUTHORIZED REPRESENTATIVE) AND CELOXIS TECHNOLOGIES PVT. LTD. ("Licensor", "we", "us" and "our" "Celoxis"). WE MAY UPDATE THE TERMS PERIODICALLY WITH OR WITHOUT NOTICE TO YOU. THIS EULA PROVIDES AND CAPTURES AN IMPORTANT LEGAL INFORMATION ABOUT THE LICENSE OF CELOXIS' WEB-BASED PRODUCT NAMELY CELOXIS (THE "Software") AND YOUR USAGE, DOWNLOAD, AND ACCESS OF THE SOFTWARE AND RECEIVE TECHNICAL SUPPORT THROUGH A WEB-BASED FREE OR PAID SERVICE PROVIDED BY CELOXIS (THE "Services") AND LIABILITY OF THE PARTIES. BY DOWNLOADING, ACCESSING, OR INSTALLING AND USING THE SOFTWARE AND/OR SERVICES, YOU CONFIRM AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, WE ENCOURAGE YOU NOT TO ACCESS OR USE THE SERVICES.

As a condition to using Services, the users authorized by you (individually "User"), may be required to register with us and select a password and enter his/her email address ("Celoxis ID"). You agree to ensure that the User shall provide Celoxis with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this EULA, which may result in immediate termination of the User's account. Celoxis reserves the right to refuse registration of or cancel a Celoxis ID of any User at its discretion. The User shall be responsible for maintaining the confidentiality of the User's account and password.

PART A: TERMS APPLICABLE FOR THE TRIAL PERIOD

1. Definitions.

   “Affiliate” shall mean, when used with respect to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with the subject entity. For purposes of this definition, “control” means the direct or indirect ownership of 50% or more of the outstanding voting securities of an entity, the right to 50% or more of the profits or earnings of an entity, or the right to control the policy decisions of an entity.

   “Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by Celoxis to the Client regarding the use or operation of the Services.

   “End User” shall mean Client and its Affiliates’ employees or prospective employees, contractors, consultants, and agents, wherever located which shall not exceed the number of licenses issued by Celoxis to the Client.

   “Intellectual Property Rights” shall mean all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, and other similar proprietary rights of any type, as they may exist anywhere in the world and includes, but are not limited to, any work ideas, presentations, designs, reports, notes, works of authorship, methodologies, charts, knowledge bases, surveys, software, algorithms including creative artwork, or materials comprising art, photographs, and graphic designs, or other items made, analysis, test results, business know-how, manuals, developed or reduced to practice and all associated moral rights.

   “Software” means the object code version of any software to which the Client is provided access as part of the Services, including any updates or new versions, customizations, enhancements, etc.

   “SaaS Services” shall, with respect to the Trial version, mean, the specific limited Celoxis’s internet-accessible service identified and detailed in this EULA that is hosted by Celoxis or its services provider and made available to Client over a network on a term-use basis.

   “Trial Period” shall mean the period of 30 days or as agreed between Celoxis and the User/ client wherein the User shall be entitled to avail selected services of the software without any charges.

   “User Content” shall mean any content that any Users or third parties post or send over, using the Software during the Trial Period.

2. Grant of License.

   Celoxis hereby grants you a nonexclusive, non-assignable, limited license to use, access download, and install the Software and/or SaaS Services. The license granted hereunder shall be solely used to review, demonstrate and evaluate the SaaS Services for a limited period as set forth hereunder. Nothing herein contained shall be construed as being granted to you any intellectual property right, which includes copyrights, regarding the Software and/or Services except as expressly provided for hereunder. The license to use, access, and evaluate the Services is granted to you for a subscription period, as may be opted by you from our website, and any further extensions to your subscription period as may be granted by us ("Trial Period"), and shall be effective from the date of your subscription to the demo version of the Services.

3. Restriction on Use. Except as forth in Section 2,

   1. The Client shall not make others install and/or use the SaaS Services by rental, lease, transfer, sub-license, or any other method.
   2. The Client shall not modify, merge, revise or enhance the SaaS Services in any way.
   3. The Client shall not decompile, disassemble, reverse engineer, and attempt to discover the Software's source code or otherwise reduce the Software to a human-perceivable form.
   4. The Client shall not place the Software onto a server so that it is accessible via a public network.
   5. The Client shall not export or re-export the SaaS Services in any form in violation of any applicable laws and regulations regarding export control of the country in which the Client obtained them.
   6. The Client shall not distribute the SaaS Services, or transfer/ assign the SaaS Services in any manner.
   7. The Client shall not allow the Users to use the SaaS Services for any purposes that potentially could cause or might result in any property damage, death, bodily injury or personal injury, or any other hazardous application of the SaaS Services.

4. Warranty and Liability for the Trial Version of the Software

   YOU AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON A TRIAL BASIS FOR YOUR UNDERSTANDING AND EVALUATION OF THE SERVICES BEFORE AVAILING THEM AND THAT THE SOFTWARE OR SERVICES CAN CONTAIN SOME DEFECTS. CELOXIS SHALL NOT BE HELD LIABLE FOR ANY DEFECT CONTAINED THEREIN. CELOXIS PROVIDES THE SERVICES TO YOU ON AN "AS IS" BASIS, AND HEREBY DISCLAIMS, ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUS, ACCURACY OR COMPLETENESS OF RESPONSE. IN NO EVENT SHALL CELOXIS BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES. NOTWITHSTANDING THE FOREGOING, IN JURISDICTIONS WHERE IT IS CONTRARY TO THE LAW TO EXCLUDE LIABILITIES FOR SPECIFIC INSTANCES, CELOXIS DOES NOT LIMIT ITS LIABILITY TO YOU FOR DEATH OR BODILY INJURY AS A RESULT OF NEGLIGENCE OR ANY OTHER LEGAL LIABILITY WHICH CAN NOT BE EXCLUDED OR LIMITED BY LAW

5. Intellectual Property Rights.

   All the materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, and all Intellectual Property Rights related thereto the Software and/or Services including any customizations, enhancements, developments except the User Content, are the exclusive property of Celoxis and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and the Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services.

6. Termination.

   1. Unless extended according to Part B of this EULA, the trial period shall be concluded at the expiry of the Trial Period.
   2. These terms shall be automatically terminated if the User opts for the paid version of the Software during the Trial period.
   3. Celoxis can terminate this EULA with immediate effect with or without giving a notice in writing to the user.
   4. After cessation or termination of your SaaS Services, Celoxis shall delete the user's account and the User Content (if any), within thirty (30) days, and thereafter, Celoxis shall be released of all obligation in relation to User Content.

PART B: TERMS APPLICABLE TO PAID VERSION OF THE CELOXIS SOFTWARE

1. Definitions.

   “Administrator User” means such Client employee which may be designated by Client to serve as technical administrator of the SaaS Services on Client’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Celoxis.

   “Affiliate” shall mean, when used with respect to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with the subject entity. For purposes of this definition, “control” means the direct or indirect ownership of 50% or more of the outstanding voting securities of an entity, the right to 50% or more of the profits or earnings of an entity, or the right to control the policy decisions of an entity.

   “Client Content” means all data and materials provided by Client to Celoxis for use in connection with the SaaS Services, including, without limitation, Client files, and information.

   “Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by Celoxis to the Client regarding the use or operation of the SaaS Services.

   “End User” shall mean Client and its Affiliates’ employees or prospective employees, contractors, consultants, and agents, wherever located which shall not exceed the number of licenses issued by Celoxis to the Client.

   “Intellectual Property Rights” shall mean all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, and other similar proprietary rights of any type, as they may exist anywhere in the world and includes, but is not limited to, any work ideas, presentations, designs, reports, notes, works of authorship, methodologies, charts, knowledge bases, surveys, software, algorithms including creative artwork, or materials comprising art, photographs, and graphic designs, or other items made, analysis, test results, business know-how, manuals, developed or reduced to practice and all associated moral rights.

   “Other Services” means all technical and non-technical services performed or delivered by Celoxis under this Agreement, including, without limitation, implementation services, and other professional services, training, and education services. Other Services will be provided mutually agreed to by the parties. All Other Services will be provided on a non-work-for-hire basis.

   “Software” means the object code version of any software to which the Client is provided access as part of the Services, including any updates or new versions, customizations, enhancements, etc.

   “SaaS Services/ Services” refer to the specific Celoxis’s internet-accessible service identified and detailed in this Agreement that is hosted by Celoxis or its services provider and made available to Client over a network on a term-use basis.

   “Subscription Term” shall be the period as specified in Clause 3, which is the time period during which Client will have access and use of the Services.

2. Grant of License.

   During the Subscription Term (as defined below) and subject to terms of this Agreement, Celoxis hereby grants the Client and the Client hereby subscribe for/to, a non-exclusive, non-assignable, limited license to use, access the software required for the Services, and install the Software and/or Services for the Clients internal business use only. Nothing herein contained shall be construed as granted to the Client any intellectual property right, which includes copyrights, regarding the Software and/or Services which includes any enhancements, customizations, updates, etc.

3. Subscription Term.

   The license to use and access the Services is granted to the Client for a subscription period selected by the Client and unless the Clients subscription is terminated in accordance with this Agreement, the Clients subscription shall automatically be renewed for a period of similar duration as that of the Clients Initial Subscription Period, provided that the Client has opted for an auto-renewal subscription plan of Celoxis Software/ Platform (each "Renewal Term"). The Initial Subscription Term and each Renewal Term shall be collectively referred to as the ("Subscription Term"). The Subscription Term shall be effective from the actual date of the Client's subscription to the paid Services.

4. Restriction on Use. Except as forth in Section 2,

   1. The Client shall not make others install and/or use the Services by rental, lease, transfer, sub-license, or any other method.
   2. The Client shall not modify, merge, revise or enhance the Services in any way.
   3. The Client shall not decompile, disassemble, reverse engineer, and attempt to discover the Software's source code or otherwise reduce the Software to a human-perceivable form.
   4. The Client shall not place the Software onto a server so that it is accessible via a public network.
   5. The Client shall not export or re-export the Services in any form in violation of any applicable laws and regulations regarding export control of the country in which the Client obtained them.
   6. The Client shall not distribute the Services, or transfer the Services in any manner.
   7. The Client shall not allow the Users to use the Services for any purposes that potentially could cause or might result in any property damage, death, bodily injury or personal injury, or any other hazardous application of the Services.

5. Restrictions on the Users. The Client undertakes on behalf of the Users that:

   1. the Users shall be able to subscribe to the Services during the Subscription Term subject to payment of applicable fees.
   2. the maximum number of Users that the Client authorizes to access and use the Services and the documentation shall not exceed the number of User Subscriptions the Client has purchased from time to time;
   3. The client shall not allow or suffer any User Subscription to be used by more than one individual user unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services;
   4. The Client shall not allow any User to use any computer program such as script or system, designed to automate the access or download of the Software or the Services unless such system or script is approved or otherwise permitted by us.

6. Subscription Fees.

   1. In consideration of the Services provided under this Agreement by Celoxis, the Client agrees to pay Celoxis the Subscription fees ("Subscription Fees") in the amount and for the duration of the Subscription, on or before the Effective Date. Unless the Client terminates its subscription 10 days preceding the end of the billing cycle/ Subscription Plan, this Agreement will be automatically renewed and the Client hereby authorizes Celoxis to charge the Client the Subscription Fees for the next billing cycle, at the then applicable rates. Subscription Fees and other prices quoted are exclusive of applicable taxes. The Client shall pay all applicable taxes, duties, levies, and other similar charges (and any related interest and penalties) imposed, however, designated as a result of the existence or operation of this Agreement (except for taxes on Celoxis' net income).
   2. In the event of non-payment of the Subscription Fees:
      • Celoxis may at its discretion suspend the subscription with or without any intimation to the Client about the same. The Client may at its option, choose to have the subscription reinstated, however, the Client hereby agrees to pay in full, the sums due from the time prior to the suspension till the lifting of the suspension (date of payment), as if the Subscription Term had continued. Or
      • Celoxis may at its discretion choose to terminate the Client's subscription and this Agreement, with or without any intimation to the Client about the same. In the event of termination of the subscription, Celoxis reserves the right to delete all the User Content, at its sole discretion.

7. Limitation of Liability.

   CELOXIS SHALL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CELOXIS BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE CLIENTS USE OF OR INABILITY TO USE THE SERVICES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CELOXIS FOR THE DIRECT DAMAGES EXCEED USD 5000 OR AN AMOUNT EQUIVALENT TO 50% OF THE FEES RECEIVED BY CELOXIS IN THE PRECEDING 12 MONTHS FROM THE DATE WHEN A CLAIM HAS ARISEN, WHICHEVER IS LOWER.

8. User's Data.

   1. Celoxis takes no responsibility and assumes no liability for infringement of third-party rights by User Content or for disclosure of User Content caused by The Clients Users. Celoxis shall ensure that its personnel who are required to access the User Content for the purpose of the SaaS Services shall take commercially reasonable efforts to avoid any security breach or misuse of any User Content on account of them. The Client understands and agrees that any loss or damage of any kind that occurs to any User Content that any User sends, uploads, downloads, streams, posts, transmits, displays, or otherwise makes available or access through the use of the Service, is solely the responsibility of the respective User. The Client agrees and acknowledges that the Client shall not use the SaaS Services for any personally identifiable information of Users or of any third party as User Content and in the event, Celoxis personnel are required to access the Software to provide any technical support and incidentally have access to any such personally identifiable information, Celoxis assumes no liability for any consequences as a result of any such disclosures made by the Client, related to the User Content or otherwise. Celoxis agrees:
      1. not to access any User Content for any purpose other than providing the SaaS Services to the Client unless requested by The Client;
      2. not to disclose any User Content to any third party, and
      3. not to use any User Content for any purpose other than providing the SaaS Services to The Client.

   2. After termination of the Client's SaaS Services, Celoxis shall delete the Client's account and the User Content (if any), within thirty (30) days, and thereafter, Celoxis shall be released of all its obligation in relation to the User Content. For the purpose of this section, User Content shall mean any content that any Users or third parties post or send over using the Software.
   3. Client understands and acknowledges that, during the Subscription Term and/or after its expiry, Celoxis shall not be obligated to provide any backup of User Content to the Client in any manner whatsoever. The Client may exercise the option of downloading the User Content available on the Software, at any given point of time during the Subscription Term, through the downloading feature(s) available on the Software. Celoxis makes no warranties of any nature whatsoever, whether express or implied, with regard to the effectiveness or accuracy of such downloading feature(s)

9. Termination.

   1. This Agreement commences on the Effective Date, which is and, unless otherwise extended or terminated in accordance with this Agreement, shall continue in full force and effect.
   2. Either Party may at its discretion have the option of terminating this Agreement immediately in the event that the other Party commits any material breach of the terms and conditions of this Agreement and if such breach is not rectified within thirty (30) days of providing notice to the breaching party.
   3. In cases where the Client has opted for the auto-renewal subscription model, The Client may terminate the Clients subscription to the paid Services, at any time, by selecting the "Cancel Account" link in the Software or by sending an email to support@celoxis.com.
   4. If the Client terminates this Agreement pursuant to Section 9.3 above, the Client shall not be entitled to any refund.
   5. After cessation or termination of the Client's Services, Celoxis shall delete the Client's account and the User Content (if any), within thirty (30) days, and thereafter, Celoxis shall be released of any and all its obligation in relation to the User Content. For the purpose of this section, User Content shall mean any content that any Users or third parties post or send over using the Software

10. Warranties.

    CELOXIS WARRANTS THAT SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. CELOXIS DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT CELOXIS WILL CORRECT ALL SAAS SERVICES ERRORS. CLIENT ACKNOWLEDGES THAT CELOXIS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS 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 CELOXIS (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER CELOXIS NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, AND ERROR-FREE.

11. Maintenance and Support.

    Celoxis provides the necessary support through a web-based support system. Celoxis will take commercially reasonable efforts to provide the Client with the support to resolve all queries within one business day or the duration based on your selection in your plan, whichever is higher.

    Support Scope:

    Our support services are dedicated to addressing inquiries specifically related to Celoxis product features and API functionality. It does not include business consulting services, meaning we do not provide solutions to general business problems; our focus is solely on answering questions about the functionality of our features.

    Additionally, our support does not cover the debugging of external tools, such as Zapier, Active Directory, Single Sign-on, or mail servers. Debugging these tools requires consultation with your internal teams.

    We do not address questions related to database structure or SQL queries.

    Assistance with writing specific formulas using the expression language, based on customer-provided requirements, is considered a business consulting service and is out of scope of our support services. Customers are responsible for creating their own formulas within the capabilities provided by the Celoxis expression language.

    For API-related inquiries, support will only provide CURL commands. Customers are responsible for referring to the CURL manual for further assistance.

    Regarding access to server logs, please be aware that we do not provide access to any of our server logs, nor can we furnish evidence or documentation of emails being sent by the application.

    Chat Support Scope:

    Chat support may be offered depending on your plan. Our chat support is designed for quick issue resolution. If our chat support representative determines that the query requires more extensive assistance or investigation, exceeding a time frame of 10 minutes, they may convert the conversation into a ticket. Tickets allow for a more thorough examination and resolution of complex issues, ensuring that each concern receives the attention and expertise it requires.

12. Intellectual Property Rights.

    All the materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, and all Intellectual Property Rights related thereto the Software and/or Services including any customizations, enhancements, developments except the User Content, are the exclusive property of Celoxis and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and the Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services.

PART C: TERMS APPLICABLE FOR THE TRIAL PERIOD VERSION AND PAID VERSION

1. Confidentiality

   1. “Confidential Information" means any information disclosed by a Party to the other Party, directly or indirectly, provided such information is marked as "confidential" or "proprietary" (a) if in written, graphic, machine-readable, or other tangible forms (b) if disclosed orally or by demonstration (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing Party under an obligation of confidentiality. Subject to the display of Client Content as contemplated by this Agreement, Client Content is deemed Confidential Information of Client. Celoxis Software and Documentation are deemed Confidential Information of Celoxis.
   2. Confidentiality. During the term of this Agreement and for 2 years thereafter (perpetually in the case of the Software), each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party's Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software, or other tangible objects which embody the other Party's Confidential Information and which are provided to the Party hereunder. Each Party may disclose Confidential Information of the other Party on a need-to-know basis to its contractors who are subject to confidentiality agreements at least as restrictive as that found in this Section requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party in furtherance of this Agreement.
   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 the use of the Confidential Information as demonstrated by the written records of the receiving Party.
   4. Compelled Disclosures. The receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence and terms of this Agreement to those with a need to know and are under a duty of confidentiality such as the Party’s accountants, lawyers, and investors.

2. Indemnity.

   1. Indemnification by the Client. If a third party makes a claim against Celoxis that the Client Content infringes any patent, copyright, or trademark, or misappropriates any trade secret, the Client shall defend Celoxis and its directors, and officers ("Celoxis Indemnified Persons") against the claim at Client's expense and Client shall pay all losses, damages, and expenses (including reasonable attorneys' fees) finally awarded against such Celoxis Indemnified Persons or agreed to in a written settlement agreement signed by Client, to the extent arising from the claim.
   2. Conditions for Indemnification by the Client. Celoxis shall (a) promptly notify the Client of the claim, and (b) provide, to the Client information and authority reasonably requested by the Client in the defense of the claim. However, no Party shall settle or enter into any arrangement with any person regarding any claim without the consent of the other Party. Additionally, the Parties may mutually discuss and provide one Party the sole control of the defense and settlement of the claim.

3. Data Obligation.

   In performing the Services, Celoxis will comply with the Celoxis Services Privacy Policy, which is available at https://www.celoxis.com/privacy-policy and incorporated herein by reference and with applicable law. The Celoxis Services Privacy Policy is subject to change at Celoxis's discretion; however, Celoxis policy changes will not result in a material reduction in the level of protection provided for Client data during the period of the Services. The Celoxis Services Privacy Policy specifies the Parties' respective responsibilities for maintaining the security of Client data in connection with the Services. Celoxis reserves the right to provide the Services from Host locations, and/or through the use of subcontractors, worldwide. Celoxis will only process Client personal data in a manner that is reasonably necessary to provide Services and only for that purpose. Celoxis will only process Client personal data in delivering Celoxis SaaS. The Client agrees to provide any notices and obtain any consent related to Celoxis's use of the Client's data for provisioning the Services, including those related to the collection, storage, use, processing, transfer, and disclosure of personal information. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness and retains ownership of all of Client Data. If there is a conflict in terms between the Celoxis Services Privacy Policy and the terms of this Agreement, the terms of this Agreement shall prevail.

4. Governing Laws.

   This EULA shall be construed and governed by the laws of India.

5. Dispute Resolution.

   Any dispute arising, between you and Celoxis shall be submitted to the arbitration to be conducted in Pune, India in English language, in accordance with the Rules of Arbitration and Conciliation, of the Bombay Chamber of Commerce and Industry by a sole arbitrator, who shall be appointed by the Administrator of Bombay Chamber of Commerce and the award made in pursuance thereof shall be binding on the parties. The dispute resolution and arbitration process mentioned in this Section will not prohibit parties from approaching the courts for appropriate interim reliefs. Parties further agree that the courts in Pune, India shall have an exclusive jurisdiction over such disputes.

6. Severability.

   If any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and all written or oral agreements previously existing between the parties pertaining to the subject matter hereof are expressly canceled. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by The Client, and any such attempted assignment or transfer shall be void and without effect. Celoxis may freely transfer and assign this Agreement.

7. Assignment.

   Neither Party may assign this Agreement or any portion or right under this Agreement, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed, provided, however, that no such approval shall be required in the event of a transaction involving a change in control of a Party, sale, or other disposition of all or substantially all of the assets of the business or operations of a Party, or by operation of law. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors-in-title and permitted assigns. Celoxis may employ subcontractors in performing its duties under this Agreement, provided, however, that Celoxis shall not be relieved of any obligation under this Agreement as a consequence of such employment of subcontractors and shall be fully liable for the actions or inactions of subcontractors.

8. Notices.

   Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified by the client during the registration or to such other address as the parties may designate in writing. Notices shall be deemed to be served if served at the above addresses by registered post or by respectable courier with a scanned copy by email sent at the email address notified in advance by each party or by electronic email (followed by a confirmation by mail). Any such notice or other communication will be deemed to be effective if sent by personal delivery, when delivered, if sent by post, two days after being deposited in the post, and if sent by courier, one day after being deposited with the courier, in the case of a registered mail with acknowledgment due, the date on the acknowledgment.

9. Publicity.

   The Client agrees that by using the Software and/or the Services, the Client permits Celoxis to use the Client's name and logo in self-promotional materials, web page, proposal, and similar matters and indicating the Client as its Customer.

10. Survival.

    Upon the termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate, except Section 3 of Part A of this EULA, Sections 4,5 (Restrictions) of Part B of this EULA, and Sections 1 (Confidentiality), 2 (Indemnity) and Sections 3 and 4 (Governing Law and Dispute Resolution) of Part C of this EULA.

11. Entire Agreement.

    This Agreement (including all Schedules and exhibits, and terms of use available at https://www.celoxis.com/terms-of-use) 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. If there is a conflict in terms between the Schedules and exhibits, and terms of use and the terms of this Agreement, and the Purchase order(s) or any document, whether physical or electronic, and any email/ notice issued by the Client with regard to the SaaS Services, the terms of this Agreement shall prevail. This Agreement may be amended solely by way of an addendum in 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.