1. Your Relationship with JHD.

This IT Management SaaS Service Agreement (together with its Specification Sheets, the “Agreement”) is entered into between you (“you” or “Customer”) and JHD for the provision of JHD’s IT Management Software-as-a-Service or “SaaS” offering on a subscription basis. The number of systems and end users for which Customer has purchased any one or more Services (defined below), the subscription rate or price, and the applicable Term of Service for each is indicated on Customer’s SaaS Order Form or other mutually-agreed upon form of invoice, order acknowledgment or purchase order (collectively, “Order Form”). “JHD” means JHD – THE COMPLETE SOLUTIONS, on behalf of itself and its suppliers and licensors, or the JHD entity identified on your Order Form entered into by you at the time you purchased the Software or Services. Purchases of Software or Services under this Agreement shall be solely for Customer’s own internal use and not for resale or service bureau purposes.

 

2. Definitions.

“Services” means any and all IT Management SaaS services provided by JHD as described in one or more “Specification Sheets” attached to this Agreement or available at http://www.jhdtcs.com/SaaS-Contracts. “Software” means any software, application, library, utility, tool, web portal, mobile app, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by JHD to you in connection with the Services. Software includes software locally installed on your systems and software accessed by you through the Internet or other remote means (such as websites, portals, and “cloud-based” solutions). “Deliverables” means the tangible and intangible materials, including reports, studies, base cases, drawings, findings, manuals, procedures, and recommendations prepared by JHD or its suppliers, licensors, or subcontractors in the course of performing the Services. “Materials” means all content and other items included with or as part of the Services, Software, or Deliverables, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds, and software. “Third-Party Products” means any non-JHD-branded software or services.

 

3. Quotes, Ordering, TAX and Payment.

Terms of payment are within JHD’s sole discretion, and unless otherwise agreed to by JHD, payment must be received by JHD prior to JHD’s acceptance of an order. Payment for Services must be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by JHD. Invoices are due and payable within the time period noted on your invoice, or if not noted, then by the same day as invoice date. JHD may invoice parts of an order separately. Your order is subject to cancellation by JHD, in JHD’s sole discretion. JHD reserves the right to charge you a late penalty or reactivation fees minimum of Rs.1,250/- or as it will be informed by us before due date via registered communication method. Upon non payment within informed timeline services may gets terminated permanently, in such case customer may not be able to access the system and customer data will be lost. The prices charged for Services purchased under this Agreement shall be the amounts set forth on JHD’s website or other quotation, or as provided by the applicable Order Form. Quoted prices will remain in effect only until the expiration date of the quote or JHD’s acceptance of your order, and such prices are subject to revised on time basis or other factors. All payments are due in advance before the last date of expiration of previous contract. Service will not be resumed until the payment is received with any late fees or reactivation charges. Services will be terminated if payments are not received within the terms. Customer also agrees to pay any sales and other taxes on their respective states and countries for obtaining SaaS services from JHD.

Please read & accept Refund Policy at: http://jhdtcs.com/refund-policy/

4. Activation.

After receipt and acceptance of an order by JHD, Customer will receive instructions by email, SMS or any other way for provisioning the Service(s). The date upon which the instructions are delivered shall be the “Activation Date” of the purchased Service, unless a different Activation Date has previously been agreed to in writing by the parties. Customer may be required to identify employee contacts to enable JHD to provision, distribute and deploy the Service and Software to supported devices within Customer’s IT infrastructure (each a “System”) and each end user that is authorized by Customer to use the Services (each an “End User”).

 

5. Term; Excess Usage; Renewals.

This Agreement commences on the earlier of the date you place your order or activation date and continues for the Term of Service (defined below). Upon expiration of the Term of Service, this Agreement will automatically extend for renewal periods until either JHD or Customer terminates this Agreement pursuant to Section 7 below. The “Term of Service” begins on the Activation Date and extends for the term indicated on the Order Form. The number of Systems, units (e.g., minutes, number of transaction, number of bills, monthly turnover, bandwidth etc.) and End Users for which Customer has purchased Service(s) is also indicated on the Order Form. Usage in excess of these numbers or for a period of time longer than the Term of Service will result in additional costs to Customer. The additional costs per billing period will be determined by multiplying the excess usage by the contracted fee per System, unit, or End User in the original Customer Order Form. Unless Customer declines auto-renewal in writing to JHD 30-days prior to the expiration of the then current Term of Service, JHD may automatically renew this Agreement and the related Service(s) for a successive Term of Service equal to the prior term. Alternatively, JHD may propose to renew the Service by sending you an invoice or, subject to prior notification, continuing to perform the Service or making the Software available to you. You may (where permitted by law) agree to such renewal of the Service by paying such invoice by its due date or by continuing to order or use the Software or allow performance of the Services.

 

6. Transferability.

Customer may not transfer its Services or any rights conferred to Customer by this Agreement to a third party. Transfers among End Users (within the same country) and systems within a Customer’s IT infrastructure and under customers brand name or company’s name that do not require additional support from JHD are permitted, however, internal transfers, imports or migrations of the service that require additional support by JHD beyond the standard scope of an initial deployment are only available upon a separate purchase (defined in a separate statement of work or other signed agreement between the parties). Customer is not allowed to let services used by any third party out side the customer organization and services are only allowed to be used at the customer location and under the brand name and location customer has initially purchased.

 

7. Termination.

Prior to the expiration of the Term of Service, either party may terminate this Agreement if the other party commits a material breach and the breach is not cured within given time frame of receipt of written notice from the injured party. If Customer has purchased multiple Services, termination of an individual Service(s) will not terminate this Agreement.

JHD may terminate this Agreement immediately, if

(1) You fail to make all payments when due;

(2) You declare bankruptcy or are adjudicated bankrupt;

(3) You lease or rent software to other third party which is not belonging to customer’s entity.

(4) You try to spam, reverse engineer software or being used for training / demonstrating external entity outside the customer organization.

(5) You upload any content which is breaking respective countries law, for example copyrighted content or any adult content etc.

(6) Unlawful Activity

(7) Services are not used for more than 60 days or as mentioned in purchase order.

Upon expiration of the Term of Service for all Service(s) purchased pursuant to this Agreement, either party may terminate this Agreement for convenience by providing prior written notice to the other. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.

In any case mentioned above upon service termination JHD will not be responsible for any refund of any amount.

 

8. Proprietary Rights.

All right, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Materials, including the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to JHD or its licensors, and you shall have no rights whatsoever in any of the above, except as expressly granted in this Agreement. The Materials are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Materials, in whole or in part.

 

9. Deliverables.

JHD and its applicable suppliers or licensors will retain exclusive ownership of all Deliverables, and will own all intellectual property rights, title, and interest in any ideas, concepts, knowhow, documentation, and techniques associated with such Deliverables. Subject to payment in full for the applicable Services, JHD grants you a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely in the country or countries in which you do business, solely for your internal use, and solely as necessary for you to enjoy the benefit of the Services as stated in the applicable Specification Sheet(s).

10. Suspension or Modification of Software or Services.

JHD may suspend, terminate, withdraw, or discontinue all or part of the Services or your access or one or more End Users’ access to the Software upon receipt of a subpoena or law enforcement request, or when JHD believes, in its sole discretion, that you (or your End Users) have breached any term of this Agreement or an applicable Specification Sheet, or are involved in any fraudulent, misleading, or illegal activities. JHD may modify the Software, at any time, with or without prior notice to you and you agree that JHD shall not be liable to you or any third party for any such modification. It may be necessary for JHD to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Software installed on your computer system(s) or at JHD’s server computer, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Software. Customer here agrees that all updates, bug fixes, upgrades, etc. must be accepted and will be effective in system as in when they available. JHD shall endeavour to provide seven (7) days advance notice of such activities, however, JHD provides no assurance that you will receive advance notification or that the Software or Services will be uninterrupted or error-free. Unless otherwise agreed to in writing between you and JHD, any degradation or interruption in the Software or Services shall not give rise to a refund or credit of any fees paid by you.

YOU AGREE THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SOFTWARE, INCLUDING TELEPHONE, COMPUTER NETWORKS, AND THE INTERNET, OR TO TRANSMIT INFORMATION, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE SOFTWARE. JHD SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS TO OR USE OF THE SOFTWARE OR THE IMPACT SUCH INTERFERENCE OR PREVENTION MAY HAVE ON JHD’S ABILITY TO PERFORM THE SERVICES.

11. Software.

 A. Accompanying License.

Software is subject to the separate software license agreements accompanying the software media, along with any product guides, operating manuals, or other documentation presented to Customer during the installation or use of the Software.

B. Software License from JHD.

In the absence of license terms accompanying the Software, JHD hereby grants Customer a personal, nonexclusive license to access and use the Software provided by JHD; Software provided or otherwise made available to Customer by JHD may be used only during the Term of Service and solely as necessary for Customer to enjoy the benefit of the Services as stated in the applicable Specification Sheet(s).

C. Restrictions.

Customer may not copy, modify, or create a derivative work, collective work, or compilation of the Software, and may not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof. Customer may not license, sell, assign, sublicense, or otherwise transfer or encumber the Software; may not use the Software in a managed-services arrangement; and may not use the Software in excess of the authorized number of licensed seats for concurrent users, sites, or other criteria specified in the Order Form. In addition, Customer may not access the Software to monitor the Service’s availability, performance, or functionality, or for any other benchmarking or competitive purpose. Customer is further prohibited from (1) attempting to use or gain unauthorized access to JHD or to any third party’s networks, website link or equipment; (2) permitting other individuals or entities to use the Software or copy the Software or Services; (3) attempting to probe, scan, or test the vulnerability of Software or a system, account, or network of JHD or any of its customers or suppliers; (4) interfering or attempting to interfere with service to any user, host, or network; (5) engaging in fraudulent activity of any nature; (6) transmitting unsolicited bulk or commercial messages; (7) restricting, inhibiting, or otherwise interfering with the ability of any other person, regardless of intent, purpose, or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or (8) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any JHD (or JHD Service supplier) facilities used to deliver the Services.

D. Audit.

You hereby grant JHD, or an agent designated by JHD, the right to perform an audit of your use of the Software during normal business hours; you agree to cooperate with JHD in such audit; and you agree to provide JHD with all records reasonably related to your use of the Software. The audit will be limited to verification of your compliance with the terms of this Agreement.

E. Open Source Software.

A portion of the Software may contain or consist of open source software, which you may use under the terms and conditions of the specific license under which the open source software is distributed.

THIS OPEN SOURCE SOFTWARE IS DISTRIBUTED IN THE HOPE THAT IT WILL BE USEFUL, BUT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING TITLE OR AGAINST INFRINGEMENT. IN NO EVENT SHALL JHD, THE COPYRIGHT HOLDERS, OR THE CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

 

12. Privacy.

In any case we do not sell or lease customer data for any purpose. We are committed to maintain your data privacy as best possible by us. For information about JHD’s privacy practices, read JHD’s privacy policies at http://www.jhdtcs.com/Privacy. These policies explain how JHD treats your personal information and protects your privacy.

13. Customer & System Data.

The Services are not intended to replace the need for Customer to maintain regular data back-ups or redundant data archives.

JHD WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS or loss of use of system(s) arising out of the Services. In JHD’s performance of the Services or in connection with your use of the Software, it may be necessary for JHD to obtain, receive, or collect data or information related to Customer’s use of the Service(s), including system-specific data (collectively, the “Data”). In such cases, you grant JHD a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely for those purposes. In addition, you grant JHD a license to aggregate the Data for use in support of JHD’s marketing and sales activities. You also grant JHD the right to copy and maintain the Data on JHD’s servers (or the servers of its suppliers) during the term of this Agreement. You represent and warrant that you have obtained all rights, permissions, and consents necessary to use and transfer the Data within and outside of the country in which you are located in conjunction with JHD’s performance of the Services or your use of the Software (including providing adequate disclosures and obtaining legally sufficient consent from your employees, agents, and contractors). At any point, Customer may uninstall or stop the usage of the Software in order to disable the collection of system configuration data by JHD. However, uninstalling the Software from a System during the Term of Service will result in a disruption of Service until the Software is restored. Upon expiration and/or termination of the Term of Service, any Software that Customer does not uninstall may continue to collect, compile and transmit system configuration to JHD. 

Data entered into system by customer is owned by Customer and is to be strictly held as confidential. JHD will delete and destroy all copies of data after reasonable time once the Agreement is terminated with or without default. Customer has the option to download a backup of data prior to deletion or termination of service using reporting tools available in system or similar ways before the expiration of the service contract or due date.  In some case it may possible that during active service period JHD has taken customers data backup with other customers data and it is merged in single file of data, which may not be possible to remove after termination of service or contract in such case customer grants all rights to JHD to keep such copy of data with maintaining it confidential as mentioned in section 15C. In any case in event of system crash or damage or loss of data JHD will not responsible to restore customer data and sole responsibility will remain at customer level.

Any modification to the Software performed by Customer directly or indirectly extending the current capabilities shall be the property of JHD and all copyrights and other rights are hereby assigned to JHD.

14. High-Risk Disclaimer.

The Software and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines, or any other application in which the failure of the Services could lead directly to death, personal injury, or severe physical or property damage (collectively, “High-Risk Activities”). JHD expressly disclaims any liability or express or implied warranty of fitness for High-Risk Activities.

15. Important Additional Information.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT JHD’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION OR JURY WAIVERS, AND MAY LIMIT FORUM SELECTION CLAUSES AND STATUTE OF LIMITATIONS PROVISIONS, AS SUCH, ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY TO YOU, AND JHD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

A. Limited Warranty.

JHD WARRANTS THAT THE SERVICES WILL BE PROVIDED IN A GOOD AND SKILFUL MANNER. JHD HAS THE RIGHT TO GRANT THE LICENSES TO THE SOFTWARE LICENSED UNDER THIS AGREEMENT AND SUCH SOFTWARE WILL SUBSTANTIALLY CONFORM TO THE FUNCTIONAL SPECIFICATIONS AND CURRENT DOCUMENTATION PROVIDED BY JHD. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCES OF THIS PARAGRAPH, JHD, (INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “JHD PARTIES”) MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE SOFTWARE OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (2) RELATING TO THIRD-PARTY PRODUCTS, SOFTWARE, OR SERVICES; (3) RELATING TO THE PERFORMANCE OF SOFTWARE OR JHD’S PERFORMANCE OF THE SERVICES; OR (4) REGARDING THE RESULTS TO BE OBTAINED FROM THE SOFTWARE, SERVICES, OR THE RESULTS OF ANY RECOMMENDATION BY JHD.

THESE WARRANTIES DO NOT APPLY TO THIRD-PARTY PRODUCTS. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE PUBLISHER, PROVIDER, OR ORIGINAL MANUFACTURER. ALL THIRD-PARTY PRODUCTS ARE PROVIDED BY JHD “AS IS.” WITH RESPECT TO YOUR USE OF THE SOFTWARE (1) NEITHER JHD NOR ANY OF THE JHD PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTY THAT SOFTWARE PROVIDED TO YOU IN CONNECTION WITH THIS AGREEMENT IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS; OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (2) YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF JHD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (3) JHD AND THE JHD PARTIES, JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY REPORTS, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY YOU RELATED TO YOUR USE OF THE SOFTWARE.

B. Limitation of Liability.

NEITHER JHD NOR THE JHD PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR BREACHES OF SECTION 11, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING,

(1) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSINESS OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) SERVICES, SOFTWARE OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE. JHD’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY SOFTWARE, OR SERVICES PROVIDED HEREUNDER) IN ANY PERIOD SHALL BE ZERO AS YOU AGREED TO USE SERVICE AS IT IS BASIS. THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR JHD’S SALE OF SOFTWARE OR SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.

C. Confidentiality & Non Disclosure.

In connection with this Agreement, each party may have access to or be exposed to information of the other party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, “knowhow,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents, and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each party agrees to take the necessary precautions to maintain the confidentiality of the other party’s Confidential Information by using at least the same degree of care as such party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that (1) was known by one party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (2) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other party before making such a disclosure. The obligations with respect to Confidential Information shall continue for two years from the date of disclosure.

D. Indemnification.

JHD shall defend and indemnify Customer against any third-party claim or action that Software or Services (excluding Third-Party Products and open source software) prepared or produced by JHD and delivered pursuant to this Agreement infringe or misappropriate that third party’s patent, copyright, trade secret, or other intellectual property rights enforceable in the country in which such Software, or Services are sold to you by JHD (“Indemnified Claims”). In addition, if JHD receives prompt notice of a claim that, in JHD’s reasonable opinion, is likely to result in an adverse ruling, then JHD shall at its option, (1) obtain a right for you to continue using such Software or allow JHD to continue performing the Services; (2) modify such Software or Services to make them non-infringing; (3) replace such Software or Services with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Software. Notwithstanding the foregoing, JHD shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Software or Services that were not performed by or on behalf of JHD; (2) the combination, operation, or use of the Software or Services in connection with a Third-Party Product (the combination of which causes the claimed infringement); or (3) JHD’s compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you. This Section states Customer’s exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate JHD to provide any greater indemnity to Customer. You shall defend and indemnify JHD against any third-party claim or action arising out of or relating to (1) your failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, or approvals associated with technology or data provided by you, or associated with software or other components directed or requested by you to be installed or integrated as part of the Software or Services; (2) your breach of JHD’s proprietary rights as stated in this Agreement; (3) any inaccurate representation regarding the existence of an export license or any allegation made against JHD due to your violation or alleged violation of applicable export laws, regulations, or orders; or (4) Customer providing (or providing access to) Excluded Data to JHD.

E. Indemnification Procedure.

The indemnified party will (a) promptly notify the indemnifying party in writing of any such claim, (b) grant the indemnifying party sole control of the defence and resolution of such claim, and (c) cooperate with the indemnifying party, at the indemnifying party’s expense, in defending and resolving such claim.

F. Independent Contractor Relationship; Assignment; Subcontracting.

The parties are independent contractors. No provision of this Agreement will or shall be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between JHD and Customer, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to such entities. Neither party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. JHD has the right to assign, subcontract, or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise, provided that JHD shall remain responsible for the performance of Services under this Agreement. From time to time, JHD may change the location where Services are performed and/or the party performing the Services; provided however, JHD shall remain responsible to Customer for the delivery of Services. Otherwise, neither party may assign this Agreement without the permission of the other.

G. Force Majeure.

Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement or the applicable Specification Sheet by giving written notice to the delayed party.

H. Export Compliance.

You acknowledge that the Software and Services provided under this Agreement, which may include technology and encryption, are subject to the customs and export control laws and regulations of the India, may be rendered or performed either in the India, in countries outside the India, or outside of the borders of the country in which you or your system is located, and may also be subject to the customs and export laws and regulations of the country in which the Software or Services are rendered or received. You agree to abide by those laws and regulations. You further represent that any software provided by you and used as part of the Software or Services contains no encryption or, to the extent that it obtains encryption, such software is approved for export without a license. If you cannot make the preceding representation, you agree to provide JHD with all of the information needed for JHD to obtain export licenses from the Indian Government or any other applicable national government and to provide JHD with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, you are solely responsible for obtaining any necessary licenses relating to the export of software. JHD also may require export certifications from you for software. JHD’s acceptance of any order for Software or Services is contingent upon the issuance of any applicable export license required by the Indian Government or any other applicable national government; JHD is not liable for delays or failure to deliver Software or Services resulting from your failure to obtain such license or to provide such certification. Each Party agrees to indemnify, defend and hold the other harmless from any third-party claims, demands, or causes of action against the other due to the indemnifying party’s violation or alleged violation of the applicable export laws, regulations or orders.

I. Excluded Data.

Customer acknowledges that Software and Services provided under this Agreement are not designed with security and access management for the processing and/or storage of the following categories of data: (1) data that is classified and or used on the U.S., India or any other countries Munitions list, including software and technical data; (2) articles, services and related technical data designated as defence articles and defence services; (3) ITAR (International Traffic in Arms Regulations) related data; and (4) other personally identifiable information that is subject to heightened security requirements as a result of Customer’s internal policies or practices or by law or regulation(hereinafter collectively referred to as “Excluded Data”). Customer hereby agrees that Customer is solely responsible for reviewing its data that will be provided to JHD (or to which JHD will have access) to ensure that it does not contain Excluded Data.

J. Regulatory Requirements.

JHD is not responsible for determining whether any Third-Party Product to be used in the Software or performance of the Services, satisfies the local regulatory requirements of the country to which such Software or Services are to be delivered, and JHD shall not be obligated to provide any Software or perform any Services where the resulting Software or Services do not satisfy the local regulatory requirements.

K. Entire Agreement; Severability.

This Agreement is the entire agreement between you and JHD with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between you and JHD for SaaS Services. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated.

Changes to this Agreement

Please note that this Agreement may change from time to time and you agree to bound to this changes. JHD shall endeavour to provide update via email or sms of such update, however, JHD provides no assurance that you will receive such notification.

L. Governing Law.

This Agreement and ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND JHD, including their affiliates, contractors, and agents, and each of their respective employees, directors,  and officers arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), JHD’s advertising, or any related purchase (a “Dispute”) shall be governed by the laws, without regard to conflicts of law.

M. Venue.

The parties agree that any Dispute shall be brought exclusively in the state or courts decided by JHD.

N. Bench Trial.

The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute.

O. No Class Actions.

NEITHER CUSTOMER NOR JHD SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OF A CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

P. Limitation Period.

NEITHER PARTY SHALL BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN SIX MONTHS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE.

Q. Dispute Resolution.

Customer and JHD will attempt to resolve any Dispute through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Notwithstanding the foregoing, either party will have the right to seek from a state court mentioned in section Venue a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within 30 days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or in equity.

R. Notices.

Notice to JHD under this Agreement must be in writing and sent by postage prepaid first-class mail or receipted courier service to the address below or to such other address (including facsimile or e-mail) as specified in writing, and will be effective upon receipt.

In case non – delivery to following address, customer can send postage or email to address mentioned in http://www.jhdtcs.com contact page.

JHD – THE COMPLETE SOLUTIONS, Cine Prime Mall, Mira Road(E), Thane-401107, Maharashtra, India.

BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX OR BY UTILIZING THE SERVICES OR ASSOCIATED SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, CLICK THE “CANCEL”/“BACK” BUTTON AND DO NOT USE THE SERVICES OR SOFTWARE.

“You” or “Customer” ACCEPTED AND AGREED BEFORE SERVICE USAGE.

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