SERVICES AGREEMENT

THIS AGREEMENT made at Trivandrum, Kerala,  this ____ day of _______ 2020 BETWEEN

……………………….. Private Limited, having CIN No…………….. and  having office at ……………………… represented by ………………., the Director of the Company, hereinafter called the “Developer”

And

…………………………………. Having office at …………………………………….. hereinafter called the “Customer”

WHEREAS the Client has requested the Developer to provide the Client Services Mentioned in this agreement and the developer has agreed to provide the same on the terms and conditions mutually agreed upon;

AND WHEREAS the parties hereto are desirous of recording the said terms and conditions.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

SERVICES OFFERED TO THE CLIENT

As Specified in Schedule 1 of this Agreement

CUSTOMER RESPONSIBILITIES

Assistance.

Customer shall provide commercially reasonable information and assistance to The Developer  to enable The Developer  to deliver the Services . Upon request from The Developer , Customer shall promptly deliver Customer Content to The Developer  in an electronic file format specified and accessible by The Developer . Customer acknowledges that The Developer ’s ability to deliver the Services  in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

Compliance with Laws.

Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services , including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that The Developer  exercises no control over the content of the information transmitted by Customer or the Identity Cube users through the Services . Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

Unauthorized Use

Customer shall: (a) notify The Developer  immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to The Developer  immediately and use reasonable efforts to stop any unauthorized use of the Services  that is known or suspected by Customer or any Identity Cube user, and (c) not provide false identity information to gain access to or use the Services .

Administrator Access.

Customer shall be solely responsible for the acts and omissions of its Administrator Users. The Developer  shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

Customer Input.

Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify The Developer  immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to The Developer immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use the Service.

License from Customer.

Subject to the terms and conditions of this Agreement, Customer shall grant to The Developer  a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Services  to Customer.

Ownership and Restrictions.

Customer retains ownership and intellectual property rights in and to its Customer Content. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by The Developer  and not under the Agreement.

PAYMENT

Invoicing and Payment.

The Developer shall invoice Customer, as per schedule 1 of this agreement for all fees on the effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Indian Rupees, and must be paid by Customer to The Developer  in Indian Rupees

Expenses.

Customer will reimburse The Developer for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. The Developer  shall notify Customer prior to incurring any such expense. The Developer shall comply with Customer’s travel and expense policy if made available to The Developer  prior to the required travel.

Taxes.

The Developer  shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, GST, or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on The Developer ’s net income, capital or corporate franchise.

4.     TRAINING.

Developer will provide Customer and its employees with training consultations with respect to the use of the Software as may reasonably be requested by Customer from time to time for [Time Training Available] after acceptance at no additional costs to Customer (“Training Period”). Developer shall deliver a detailed user’s manual to Buyer on or before completion of acceptance that will enable Customer’s  employees who are otherwise unfamiliar with the Software to become adequately informed about using the software. All training that Developer is required to provide hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties hereto . Upon the expiration of the Training Period and following Customer’s  request, Developer will provide any support services necessary to insure Customer’s  continued use of the Software. Such services will be performed on a time and material basis at Developer’s then current hourly rates for such services.

CONFIDENTIALITY

Definition.

“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (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 Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. The Developer software and Documentation are deemed Confidential Information of the Developer.

Confidentiality.

During the term of this Agreement and for 5 years thereafter (perpetually in the case of 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 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.

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. 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 of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

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.

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.

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.

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.

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.

STATISTICAL INFORMATION. 

The Developer may anonymously compile statistical information related to the performance of the Services for purposes of improving the   service, provided that such information does not identify Customer’s data or include Customer’s name.

GOVERNING LAW.

This   Agreement shall be governed by the laws of India

COMPLIANCE WITH LAWS. 

The Developer  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

INDEMNIFICATION BY CUSTOMER.

If a third party makes a claim against the Developer that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend the Developer 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.

TERM AND TERMINATION

Term of Agreement.

The term of this Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

Termination.

Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

Suspension for Non-Payment.

The Developer reserves the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due to the Developer under this Agreement, but only after the Developer notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release Customer of its payment obligations under this  Agreement. Customer agrees that  the Developer  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 nonpayment.

Suspension for Ongoing Harm.  

the Developer  reserves the right to suspend delivery of the  Services if  the Developer  reasonably concludes that Customer or an Identity Cube user’s use of the  Services is causing immediate and ongoing harm to  the Developer  or others. In the extraordinary case that  the Developer  must suspend delivery of the  Services,  the Developer  shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue.  The Developer 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

Effect of Termination.

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

Agreement shall terminate.

1. If  the Developer  terminates this  Agreement due to a breach by Customer, then Customer shall immediately pay to  the Developer  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  the Developer , then  the Developer  shall immediately repay to Customer all pre-paid amounts for any unperformed  Services scheduled to be delivered after the termination date.
2. 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.
3. If the Customer, solicits the employees of the Developer

DISPUTE RESOLUTION.

Customer’s satisfaction is an important objective to the Developer 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 meeting, the parties have not succeeded in resolving the dispute, either party may approach the Courts having Jurisdiction over the Developer’s Registered Office Location

SIGNATURES.

This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this   Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.

IN WITNESS WHEREOF ,the parties have executed this Agreement by their duly authorized representatives on the dates below written.      

Developer                                                                                        Date   

Customer                                                                                         Date   

SCHEDULE 1

SOFTWARE & PRICE SCHEDULE