IMPORTANT – READ CAREFULLY: BY CLICKING THE “I AGREE” BUTTON FOR INSTALLING, ACCESSING AND/OR USING THE SOFTWARE, SOFTWARE’S SERVICE AND/OR SOFTWARE’S MOBILE APPLICATION AND/OR SOFTWARE’S WEBSITE (The Influencers Toolkit), YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THE END-USER LICENSE AGREEMENT. IF YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THE END-USER LICENSE AGREEMENT ON BEHALF OF ANOTHER PERSON, COMPANY, OR ANOTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THE END-USER LICENSE AGREEMENT.  

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE END-USER LICENSE AGREEMENT, DO NOT CLICK ON THE “I AGREE” BUTTON, AND DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE, SOFTWARE’S SERVICE AND/OR SOFTWARE’S MOBILE APPLICATION AND/OR THE SOFTWARE’S WEBSITE AND RETURN OR DELETE ANY CONFIDENTIAL INFORMATION OF THE LICENSOR IF ANY OBTAINED OR RECEIVED OR DISCLOSED.  

YOU MAY BE GIVEN THE OPPORTUNITY TO REGISTER ON THE SOFTWARE’S WEBSITE AND/OR ON SOFTWARE’S MOBILE APPLICATION TO CREATE AN END USER ACCOUNT (“YOUR ACCOUNT”). YOUR ACCOUNT MAY ALLOW YOU TO RECEIVE INFORMATION FROM US AND/OR TO ACCESS AND USE CERTAIN FEATURES AND BENEFITS ON THE SOFTWARE’S WEBSITE AND MOBILE APPLICATION. BY REGISTERING, YOU REPRESENT AND WARRANT THAT ALL INFORMATION THAT YOU PROVIDE IS CURRENT, COMPLETE, AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE. YOU AGREE TO MAINTAIN AND PROMPTLY UPDATE YOUR INFORMATION ON THE SOFTWARE’S WEBSITE AND MOBILE APPLICATION, SO THAT IT REMAINS CURRENT, COMPLETE, AND ACCURATE.  

THE END-USER LICENSE AGREEMENT IS A LEGAL DOCUMENT BETWEEN YOU AND THE LICENSOR, AND IT GOVERNS YOUR INSTALLATION, ACCESS, AND USE OF THE SOFTWARE, SOFTWARE’S SERVICE AND/OR SOFTWARE’S MOBILE APPLICATION AND/OR THE SOFTWARE’S WEBSITE MADE AVAILABLE TO YOU BY THE LICENSOR.  

THE END-USER LICENSE AGREEMENT IS BETWEEN YOU AND THE LICENSOR ONLY AND NOT WITH THE APPLICATION STORE. THEREFORE, THE LICENSOR IS SOLELY RESPONSIBLE FOR THE SOFTWARE, SOFTWARE’S SERVICE AND/OR THE SOFTWARE’S MOBILE APPLICATION AND/OR THE SOFTWARE’S WEBSITE. ALTHOUGH THE APPLICATION STORE IS NOT A PARTY TO THE END-USER LICENSE AGREEMENT, IT HAS THE RIGHT TO ENFORCE IT AGAINST YOU AS A THIRD-PARTY BENEFICIARY RELATING TO YOUR INSTALLATION, ACCESS, AND/OR USE OF THE SOFTWARE BY WAY OF INSTALLING THE MOBILE APPLICATION FROM THE APPLE APPLICATION STORE ON AN IOS DEVICE OR THE GOOGLE APPLICATION STORE ON AN ANDROID DEVICE.  

THE SOFTWARE IS LICENSED, NOT SOLD, TO YOU, BY THE LICENSOR FOR USE STRICTLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE END-USER LICENSE AGREEMENT.  

This End-User License Agreement (“EULA” or “Agreement”) is a legal agreement hereby entered into by and between You or the person or entity You represent (“You” or “Your” or “End User” or “Licensee”), and The Influencers Toolkitl and its Authorized Representatives (“Licensor” or “Us” or “We”) for the installation, access, and/or use of The Influencers Toolkit The Licensor and the End User may each be referred to in this Agreement as a “Party” and collectively as the “Parties.”   By installing, accessing, or using the The Influencers Toolkit. You agree to be bound by the terms and conditions of this Agreement. If You do not agree to the terms and conditions of this Agreement, do not install, access, or use The Influencers Toolkit.  

1. DEFINITIONS

1.1. “Applicable Laws and Regulations” means any applicable federal, state, or local law, statute, regulation, rule, or ordinance in accordance with the laws of the United States of America (“USA”).  

1.2. “Authorized Representative” or “Personnel” means any individual or entity that may be authorized by the Licensor or the End User, as the case may be, to act on its behalf in connection with this Agreement. This may include affiliates, officers, employees, agents, licensors, or any other third party designated by the Licensor or the End User, as the case may be.  

1.3. “Billing Cycle” means the period of time between each payment of the Subscription Fees. The Billing Cycle shall be determined on the Subscription Basis chosen by the End User, which may be either month-to-month (monthly) or year-to-year (annually). The Billing Cycle shall begin on the Initial Subscription Date and shall continue for the duration of the Subscription Period, which may be month-to-month (monthly) or year-to-year (annually), unless the Subscription is cancelled in accordance with the terms and conditions of this Agreement. If the Subscription Basis is monthly, the Billing Cycle shall be one month, and the End User shall be charged for the Subscription Fees every month. If the Subscription Basis is annual, the Billing Cycle shall be one year, and the End User shall be charged for the Subscription Fees once per year.  

1.4. “Client Leads” means a clientele base of potential clients for the End User. These Client Leads may be generated by the Licensor.  

1.5. “Credit Card” means a valid Credit Card issued by a recognized financial institution and accepted by the Licensor as a payment method for the Subscription Fees. The Credit Card used for payment must be in the name of the End User or an Authorized Representative of the End User, and must be valid and in good standing. The Licensor reserves the right to decline or revoke the acceptance of any Credit Card at any time, for any reason. The End User agrees to promptly update their payment information if their Credit Card information changes, and to ensure that the Subscription Fees is paid in a timely and prompt manner to avoid the scenario of missed and outstanding payment(s) and to avoid going into Dunning.  

1.6. “Customer Support” means the support that may be provided by the Licensor to the End User for the Software, Software’s Service, Software’s mobile application, and Software’s website.  

1.7. “Derivative Works” means a revision, enhancement, modification, translation, abridgment, condensation, or expansion of the Software or any other form in which such Software may be recast, transferred, or adapted, which, if used without the express prior written consent of the Licensor, would constitute a copyright infringement under the laws of the USA.  

1.8. “Device” means any device that can install, access, and/or use the Software such as a computer, smartphone, or a digital tablet.  

1.9. “Documentation” means the official explanatory materials in printed, electronic, or online form that may be provided by the Licensor to the End User, for the installation, access, and/or use of the Software, Software’s Service, Software’s mobile application, and Software’s website. For the avoidance of doubt, any installation guide or End User documentation not prepared or provided by the Licensor, including, but not limited to, any online community site, unofficial documentation, videos, white papers, feedback, or any such other End User documentation not prepared or provided by the Licensor, does not constitute Documentation.

1.10. “Dunning” means an event in which the End User fails to pay the Subscription Fees or if the End User’s Credit Card fails or declines during the payment of Subscription Fees, the End User shall be placed into Dunning. It is the process of sending notifications to the End User regarding any missed and outstanding payments, and any consequences of such missed and outstanding payments, include, but not be limited to, direct suspension or cancellation of the End User’s Account and use and access to the Software and the Service through the Software’s mobile application and the Software’s website. The purpose of Dunning is to remind the End User of their obligation to pay the Subscription Fees and to provide an opportunity for the End User to remedy any missed and outstanding payments of Subscription Fees. The Licensor may engage, at its sole and exclusive discretion, to collect any unpaid and outstanding Subscription Fees. The notification process may include, but not be limited to, sending reminders or warnings to the End User via e-mail, phone, or any other communication details that shall be registered by the End User in the Software’s website and/or the Software’s mobile application. The End User agrees to cooperate fully with the Licensor during the Dunning process, and to provide accurate and up-to-date information regarding their payment methods and contact information.  

1.11. “End User” means individual or individuals who subscribe to and install, access, and use the Software through the Software’s mobile application and/or Software’s website.  

1.12. “Force Majeure Event” means any event or circumstance beyond the reasonable control of a Party, including, but not limited to, acts of God, acts of terrorism, war, civil unrest, strikes, lockouts, fires, floods, pandemics, epidemics, or other natural disasters, that prevents or delays the performance of any obligations under this Agreement.

1.13. “Initial Subscription Date” means the immediate date for which the End User is charged for the Subscription for the first time for the installation, access, and use of the Software and the Service. This date shall be specified by the Licensor at the date and time when the End User first registers and creates their Account on the Software’s website and/or mobile application. This date, or any other date or method, shall be used as the starting point to calculate the duration of the Subscription Period and the Renewal Date, as determined by the Licensor, in accordance with the Subscription Basis chosen by the End User.

1.14. “Personal Data and Information” means data and information that may identify, relate to, describe, may be reasonably capable of being associated with, or may reasonably be linked, directly or indirectly, with a particular consumer or household. It does not include publicly available data and information or lawfully obtained, truthful data and information that is a matter of public concern, and de-identified data and information. For purposes of this paragraph, “publicly available” means data and information that is lawfully made available from federal, state, or local government records, or data and information that a business has a reasonable basis to believe is lawfully made available to the general public by the consumer or from widely distributed media; or data and information made available by a person to whom the consumer has disclosed the data and information if the consumer has not restricted the data and information to a specific audience. “Publicly available” does not mean biometric data and information collected by a business about a consumer without the consumer’s knowledge. The Licensor may collect, process, use, disclose, store, retain, share, transfer, delete, and protect the Personal Data and Information in accordance with the Licensor’s Privacy Policy and the Applicable Laws and Regulations and shall take appropriate and reasonable security and other measures to protect the confidentiality and security of such information.  

1.15. “Renewal Date” means the date on which the Subscription shall automatically renew for a subsequent Subscription Period, unless the End User cancel the Subscription in accordance with the terms and conditions of this Agreement. The Renewal Date shall be specified by the Licensor at Initial Subscription Date and shall correspond to the chosen Subscription Basis. If the End User choose to renew the Subscription, each subsequent Renewal Date shall be the date on which the Subscription Period shall renew for the subsequent Subscription Period.  

1.16. “Sensitive Personal Data and Information” means Personal Data and Information that may reveal the following of a consumer: their social security, driver’s license, state identification card, or passport number, account log-in, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account, precise geolocation, racial or ethnic origin, religious or philosophical beliefs, or union membership. Sensitive Personal Data and Information does not include publicly available data and information.  

1.17. “Service” means wide range of products, services, tools, features, functionalities, resources, and content that may be provided by Us and that may be made available to the End Users through the installation, access, or use of the Software, including, but not limited to, matching You with new leads that may suit You as per your choices, needs, requirements, and preferences and are in your geographical area through the Software; onboarding Your new or existing leads through Your own means, method, or mode; managing Your new leads picked through the Software; managing Your new or existing leads onboarded through Your own means, method, or mode; vetting Your new and existing leads; using the Software for Your social media management and review management; and using the Software’s digital marketing tools for Your purpose.  

1.18. “Software” means the The Influencers Toolkit, an online Marketing Management Software (“MMS”), including, but not limited to, all third-party software that the Licensor may have purchased or licensed from third parties and delivered to the End User as part of the Software and any Updates or Modifications to the Software provided by the Licensor to the End User pursuant to this Agreement.  

1.19. “Subscription” means the license that may be granted by the Licensor to the End User to install, access, and/or use the Software, Software’s Service, Software’s website, and Software’s mobile application, on a Subscription Basis for the duration of the Subscription Period, subject to the terms and conditions of this Agreement. The Subscription shall be for a fixed term, as per the Subscription Period, Subscription Basis, and Subscription Plan selected by the End User. The Subscription may be renewed by the End User upon payment of the applicable Subscription Fees, subject to the terms and conditions of this Agreement. The Subscription may include, but not be limited to, access and/or use of certain features, functionalities, and Customer Support services, as determined by the Licensor.  

1.20. “Subscription Period” means the period of time for which the End User may be granted the License to use the Software on a Subscription Basis, as specified by the Licensor at the Initial Subscription Date. The Subscription Period shall be for a fixed term as per the Subscription Basis, as determined by the Licensor.  

1.21. “Subscription Basis” means the frequency of the Subscription Fees payments. It is the frequency at which the End User is charged for the Subscription, which may be on a recurring monthly or recurring annual basis, as determined by the Licensor at the Initial Purchase date or, if the End User wishes to change their Subscription Basis, then it may be at a later date. If the End User chooses a monthly Subscription Basis, the End User shall be charged for the Subscription Fees once per month. If the End User chooses an annual Subscription Basis, the End User shall be charged for the Subscription Fees once per year.  

1.22. “Subscription Fees” means the fees paid by the End User for the Subscription, as determined by the Licensor. The Subscription Fees shall be charged on the Subscription Basis. The Subscription Fees do not include any applicable taxes or other governmental charges. If any applicable taxes or other governmental charges become included in the Subscription Fees, the same may be accordingly reflected on the Site. The Subscription Fees may vary based on the level of access, features, or support provided as part of the Subscription Plan, as determined by the Licensor. The Subscription Fees shall be paid by the End User through a Credit Card or an alternative method, as determined by the Licensor. The Licensor reserves the right to change the Subscription Fees and payment method at any time without any prior written notice to the End User.  

1.23. “Subscription Plan” means the Subscription Plan for The Influencers Toolkit and an additional subscription for a specific Case Pack that may be selected by the End User, on a Subscription Basis, for the Subscription.  

1.24. “Updates” or “Modifications” means any and all changes or improvements made to the Software, Software’s website, and/or Software’s mobile application by the Licensor after the initial release of the Software, Software’s website, and/or Software’s mobile application, which may be any and all subsequent releases and versions of the Software, Software’s website, and/or Software’s mobile application that the Licensor may make generally available to the End Users. Updates or Modifications may include, but not be limited to, patches, bug fixes, security updates, new features, or other improvements to the Software, Software’s website, and/or Software’s mobile application, and may be provided to the End User free of charge.  

1.25. The definitions set forth in this Clause 1 are for convenience only and shall not limit or affect the meaning or interpretation of any other term or provision of this Agreement.  

1.26.  Any words or phrases used in this Agreement that are not defined in this Clause 1 shall be given their normal and customary meaning, unless the context requires otherwise.  

2.  ABOUT AND USE OF THE SOFTWARE

2.1. The Software is an online MMS consisting of the Service and the Client Leads.  

2.2. You may be provided the Service and the Client Leads only after Subscription and payment of the Subscription Fees in accordance with the terms and conditions of this Agreement. After this, You may use the Software, Software’s Service, Software’s mobile application, and Software’s website in accordance with the terms and conditions of this Agreement.  

3. DELIVERY OF SERVICES

3.1. Access to Service. You shall be provided with access and use to the Software and the Software’s Service, in accordance with the terms and conditions of this Agreement, through a dedicated webpage, hosted at a public address, accessible through Software’s login webpage and/or through the Software’s mobile application that can be installed on IOS/Android devices from the application store. You may need to create Your Account to access and use the Software, Software’s Service, Software’s mobile application, and Software’s website. You are responsible and liable for maintaining the security of Your login information, Your Account, and any other information provided for the Subscription. You are solely and exclusively responsible and liable for obtaining and maintaining all connectivity, computer software, hardware, and other equipment necessary to install, access, and use the Software and Software’s Service on the Software’s website and mobile application.  

3.2. Availability of Service. You acknowledge and agree that the Software, Software’s Service, Software’s mobile application, and Software’s website may not be available at all times for reasons such as, including, but not limited to, hardware, software, or other problems, or the need to perform maintenance related to the Software, Software’s Service, Software’s mobile application, and Software’s website, resulting in interruptions, delays, or errors. The Licensor shall make any and all reasonable efforts to provide the Service to You on a 24/7 basis, with the exception of scheduled downtime and any unforeseen downtime that might occur. The Licensor may perform maintenance and/or constant upgrades in the background, including, but not limited to, system improvements and bug fixes, on the systems, servers, and other components of the Software, Software’s Service, Software’s mobile application, and Software’s website, from time to time, and such maintenance may result in temporary unavailability of the Software, Software’s Service, Software’s mobile application, and Software’s website. The Licensor may make reasonable efforts to notify You in advance of any scheduled maintenance that may affect Your access and use of the Software, Software’s Service, Software’s mobile application, and Software’s website. You agree that the Licensor shall not be held liable and responsible for any damages resulting from any downtime, maintenance, Updation, Modification, or unavailability of the Service. You acknowledge and agree that the Licensor shall have no liability and responsibility whatsoever for any loss, damage, or inconvenience that may be caused by Your inability to access or use the Software, Software’s Service, Software’s mobile application, and Software’s website during any downtime, maintenance, updation, Modification, or otherwise. Nothing in the terms and conditions of this Agreement shall be construed or deemed to be construed to obligate the Licensor to maintain and support the Software, Software’s Service, Software’s mobile application, and Software’s website, or to supply any corrections, Updates, or releases in connection therewith.  

3.3. Customer Support. The Licensor shall provide Customer Support from 9 A.M. to 5 P.M. from Monday to Friday (as per Delaware’s timings), through a third-party vendor, which shall be included in the Subscription Fees. The Customer Support may be available in-app, in-website, by phone, by e-mail, or any other option as determined by the Licensor from time to time. The scope of Customer Support may be only limited to the installation, access, use of the Software and Software’s Service on the Software’s website and mobile application, and queries or concerns related to the Subscription Fees, Subscription Plan, or any other similar queries or concerns.  

3.4. Data Backup. The Licensor shall make reasonable efforts to ensure the security and backup of Your Personal Data and Information and Sensitive Personal Data and Information and any other data (that may be given for the Subscription) on a regular basis in accordance with the Licensor’s Privacy Policy and in accordance with the Applicable Laws and Regulations. However, You are liable and responsible for the backup and protection of Your Personal Data and Information and Sensitive Personal Data and Information and any other data that may be given for the Subscription, and the Licensor shall not be held liable and responsible for any damages that may result from the data loss or data corruption.  

3.5. Data Privacy and Personal Data and Information. You acknowledge and agree that, when You install, access, and/or use the Software and Software’s Service on the Software’s website and/or Software’s mobile application, the Licensor has the right to automatically collect Personal Data and Information and Sensitive Personal Data and Information and any other data that may be collected for the Subscription. The Licensor may use Your Personal Data and Information and Sensitive Personal Data and Information and any other data that may be collected for the Subscription, in accordance with the Licensor’s Privacy Policy and in accordance with the Applicable Laws and Regulations. You acknowledge and agree that Your Personal Data and Information may be collected, processed, stored, protected, used, and deleted and Sensitive Personal Data and Information may be collected, used, and disclosed by the Licensor, in accordance with the Licensor’s Privacy Policy and in accordance with the Applicable Laws and Regulations. By You installing, accessing, and using the Software and the Service through the Software’s mobile application and/or Software’s website through the Software’s mobile application and/or Software’s website, and providing Your Personal Data and Information and Sensitive Personal Data and Information and any other data that may be collected for such installation, access, or use of the Software and the Service through the Software’s mobile application and/or Software’s website, You consent to:

(i) the Licensor collecting, processing, using, disclosing, storing, retaining, sharing, transferring, deleting, and protecting Your Personal Data and Information and collecting, using, and disclosing Your Sensitive Personal Data and Information; and (ii) the Licensor communicating such Personal Data and Information and Sensitive Personal Data and Information and any other data to the third-parties and/or Client Leads, in accordance with the privacy policy and in accordance with the Applicable Laws and Regulations

4. AUTHORIZED USERS

4.1. End Users shall be liable and responsible for ensuring that only its Authorized Representatives use their Account.  

4.2. End Users acknowledge and agree not to share their login credentials and any other data, including Personal Data and Information and Sensitive Personal Data and Information and any other data that may be collected for the Subscription, with any third party and to immediately notify the Licensor if the End Users suspect that their Account may have been compromised.  

5. LICENSE GRANT

5.1. Subject to the terms and conditions of this Agreement and the Term set forth in this Agreement, You are granted a non-exclusive and non-sublicensable license to access, install, and use the Software and Software’s Service, through the Software’s mobile application and/or website, for the purposes mutually agreed between the concerned parties only, in accordance with the terms and conditions of this Agreement.  

5.2.  You shall only access and use the Software and the Service from the Software’s mobile application and/or website, on a Device that you own or control, in accordance with terms and conditions of this Agreement and, as the case may be, as permitted by the terms and conditions of the Apple application store or the Google play store if the Software is installed on Your Device.  

5.3. You shall upload, store, and manage Your own data and content within the Software, subject to the terms and conditions of this Agreement and the Licensor’s privacy policy.  

5.4. You shall use any features or functionality of the Software that may be made available to You, based on Your Subscription Plan, from time to time by the Licensor, subject to the terms and conditions of this Agreement.  

5.5. You may receive Updates or Modifications to the Software, Software’s website, and/or Software’s mobile application, from time to time, if and when such Updates or Modifications are made available by the Licensor, subject to Your payment of the Subscription Fees and the terms and conditions of this Agreement.  

5.6. You acknowledge the Software, Software’s Service, Software’s website, and/or Software’s mobile application and the Documentation, and any other material provided by the Licensor in connection with the Software, Software’s Service, Software’s website, and/or Software’s mobile application, is proprietary to the Licensor and may not be distributed to any third parties without the express prior written consent of the Licensor. You may use any Documentation or other materials provided by the Licensor in connection with the Software, Software’s Service, Software’s website, and/or Software’s mobile application for the purposes mutually agreed between the concerned parties only, in accordance with the terms and conditions of this Agreement.  

5.7. You may make a reasonable number of copies of the Documentation or other materials provided by the Licensor in connection with the Software, Software’s Service, Software’s website, and/or Software’s mobile application for the purposes mutually agreed between the concerned parties only, in accordance with the terms and conditions of this Agreement.  

5.8. The license granted herein is subject to the specific restrictions and limitations set forth herein, and/or any additional licensing restrictions and limitations as may be specified by notification and/or policy change posted at the Software’s website.  

5.9. You acknowledge and agree that any breach of this Clause 5 may cause irreparable harm to the Licensor, and that, in addition to any other remedies available at law or in equity, the Licensor shall be entitled to seek injunctive relief to prevent or remedy such breach.  

6. LICENSE RESTRICTIONS

6.1. Restrictions on Use. You acknowledge and agree not to, and You shall not permit Your Authorized Representative to:  

(a) alter or modify the Software, Software’s Service, Software’s website, and/or Software’s mobile application without the express prior written consent of the Licensor;  

(b) carry out any action to the detriment of the Licensor’s intellectual property rights or proprietary rights;  

(c) disclose to any third party any benchmarking or comparative study involving the Software, Software’s Service, Software’s website, and/or Software’s mobile application;  

(d) Engage in any activity that may be harmful or disruptive to the Licensor’s business, reputation, or interests;  

(e) make available, reveal, disclose, offer, or allow the use of the Software, Software’s Service, Software’s website, and/or Software’s mobile application by third parties or develop methods for third parties to use the Software, Software’s Service, Software’s website, and/or Software’s mobile application without the express prior written consent of the Licensor;  

(f) make copies, execute, publish, or reproduce the Software, Software’s Service, Software’s website, and/or Software’s mobile application, unless expressly authorized through the express prior written consent of the Licensor (and all copies must maintain Licensor’s copyright notices);  

(g) obtain in any other manner any Software source code;  

(h) provide or offer access to any third parties to any restricted online access keys or authentication passwords provided by the Licensor for installing, accessing, or using the Software without the express prior written consent of the Licensor;  

(i) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, Software’s Service, Software’s website, and/or Software’s mobile application, including, but not limited to, any mechanism that may be used to restrict or control the Software’s functions or functionality;  

(j)  remove or modify any copyright, trademark, or other proprietary notices from the Software, Software’s Service, Software’s website, and/or Software’s mobile application;  

(k)  reverse engineer, decompile, or disassemble the Software, Software’s Service, Software’s website, and/or Software’s mobile application, in whole or in part, except to the extent permitted by Applicable Laws and Regulations;  

(l) sell, rent, lease, use collectively, record, license, sublicense, share, distribute, publicly communicate, exploit, or otherwise distribute rights in the Software, Software’s Service, Software’s website, and/or Software’s mobile application, or use the Software, Software’s Service, Software’s website, and/or Software’s mobile application for the benefit of any third-party;  

(m) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application for any purpose other than for the purposes mutually agreed between the concerned parties only;  

(n) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application in any manner that may violate any Applicable Laws and Regulations, including, but not limited to, those related to privacy and data protection;  

(o) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application in any way that could damage, disable, overburden, or impair the operation of the Licensor’s servers or networks, or interfere with any other End User’s installation, access, use, or enjoyment of the Software, Software’s Service, Software’s website, and/or Software’s mobile application;  

(p) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application in any way that may or could expose the Licensor or the Licensor’s Authorized Representatives to any and all liability or harm;  

(q) use the Software to develop a Derivative Works or any type of software program based on the Software, or similar or competitive product or service based on the Software or any other Confidential Information of the Licensor, or allow any third party to do so;  

(r) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application to harass, abuse, or harm any person, or to interfere with or disrupt the operation of any network, system, or service;  

(s) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application to send or store any Confidential Information or sensitive information without adequate security measures, or in a manner that may result in the illegal, unauthorized, or unlawful disclosure of the Licensor’s Confidential Information; or  

(t) use the Software, Software’s Service, Software’s website, and/or Software’s mobile application to transmit or store any viruses, worms, trojan horses, or other harmful or malicious code or elements.  

6.2. You acknowledge and agree that the license granted herein is limited to the use of the Software, Software’s Service, Software’s website, and/or Software’s mobile application, as expressly set forth in this Agreement and that the Licensor reserves all rights not expressly granted herein.  

7. END USER OBLIGATIONS

7.1. You acknowledge and agree that You have had sufficient time to read this Agreement and to seek independent legal advice if necessary.  

7.2. You are solely and exclusively liable and responsible for ensuring that any and all communications to third-parties are in accordance with the Applicable Laws and Regulations.  

7.3. You agree to use the Software, Software’s Service, Software’s website, and/or Software’s mobile application in accordance with all Applicable Laws and Regulations. You also agree not to use the Software, Software’s Service, Software’s website, and/or Software’s mobile application for any purposes prohibited by the Applicable Laws and Regulations.  

7.4. You acknowledge and agree that the Licensor may, at its sole and exclusive discretion, monitor Your access and usage of the Software, Software’s Service, Software’s website, and/or Software’s mobile application, to ensure compliance with this Agreement and Applicable Laws and Regulations and to improve the Software, Software’s Service, Software’s website, and/or Software’s mobile application. You consent to such monitoring and agree to cooperate with the Licensor in connection therewith.  

7.5. You acknowledge and agree that the Licensor may collect and use certain Personal Data and Information and Sensitive Personal Data and Information and any other data that may be collected for the Subscription about You and Your access and usage of the Software, Software’s Service, Software’s website, and/or Software’s mobile application, in accordance with the Licensor’s privacy policy and the terms and conditions of this Agreement. You consent to such collection and use of Personal Data and Information and Sensitive Personal Data and Information and any other data.  

7.6. You acknowledge and agree to provide current, complete, and accurate payment information for the payment of any and all Subscription Fees made through the Software’s website. You further acknowledge and agree to promptly update Your Account and Personal Data and Information, including, but not limited to, e-mail address, payment method, and Credit Card information.  

7.7. You acknowledge and agree that the Licensor may use third party software, plug-ins, and/or services to provide certain Software’s Service in connection with the Software, including, but not limited to, hosting and storage services, payment processing services, and Customer Support services. You acknowledge and agree to comply with any terms and conditions imposed by such third party, software, plug-ins, and/or services in connection with their services.  

7.8. You acknowledge and agree that this Agreement shall not create any agency, partnership, joint venture, or other form of joint enterprise between You and the Licensor.  

7.9. You acknowledge and agree that You are solely responsible for obtaining and maintaining all equipment, software, and services necessary to install, access, and use the Software, Software’s Service, Software’s website, and/or Software’s mobile application, including, but not limited to, internet connection and Devices.  

7.10. You acknowledge and agree that You are liable and responsible for ensuring the security and confidentiality of any login credentials or other data, including Personal Data and Information and Sensitive Personal Data and Information and any other data that may be collected for the Subscription and used to access and use the Software, Software’s Service, Software’s website, and/or Software’s mobile application. You acknowledge and agree that You are solely responsible for promptly notifying the Licensor of any illegal, unauthorized, or unlawful use of such login credentials or other data.   7.11.             You agree to provide accurate and complete Personal Data and Information and Sensitive Personal Data and Information and any other data when creating, maintaining, and terminating Your Account with the Licensor.  

7.12. You agree to pay any and all fees and charges associated with the Subscription, as may be required and set forth in this Agreement.  

8. PAYMENT

8.1. You acknowledge and agree that the Software and the Service are available under a Subscription Plan.  

8.2. When you register and sign-up for an Account at the Software’s website and/or the Software’s mobile application, you may be required to provide valid payment details as determined by the Licensor such as Credit Card. At the time of registration and sign-up for an Account at the Software’s website and/or the Software mobile application, You must select a Subscription Plan and Subscription Basis. You may then be accordingly subscribed to the Subscription based on the Subscription Plan and Subscription Basis. On the Initial Subscription Date, You may be charged the Subscription Fees for Your Subscription on a Subscription Basis.  

8.3. If, after signing up, You wish to upgrade or downgrade to a different Subscription Plan, You may be able to do so at any time by selecting a new Subscription Plan provided such upgrade or downgrade of Subscription Plan is before the end of your the then current Billing Cycle. In such an event, Your Credit Card on file with the Licensor shall be automatically charged with the Subscription Fees for the new Subscription Plan on Subscription Basis for Your the then next Billing Cycle. The next Billing Cycle and the new Renewal Date for the new Subscription Plan shall be determined and specified by the Licensor at the date and time of making the payment for the Subscription Fees for the new Subscription Plan.  

8.4. If, after signing up, You wish to upgrade or downgrade to a different Subscription Plan, the unused portion of any prepaid Subscription Fees for Your the then current Subscription Plan shall not be applied to Your the then new Subscription Plan.  

8.5. You acknowledge and agree that the downgrading of Your the then current Subscription Plan may cause loss of certain level of access, features, or capacity of Your Account and loss of Your data.  

8.6. In addition to the Subscription Plans, the Licensor may offer special discounts and motivation schemes.  

8.7. You acknowledge and authorize to pay any and all Subscription Fees as may be required and prescribed in this Agreement through Your Credit Card or any other payment method as determined by the Licensor. Any and all payments for the Subscription Fees shall be made in US Dollars (“USD”).  

8.8. You shall agree to provide the Licensor updated Personal Data and Information and any other data and information regarding Your Credit Card upon the Licensor’s request and any time the information earlier provided is no longer valid.  

8.9. You acknowledge and agree that Your Subscription shall be automatically renewed on the Renewal Date based on the Subscription Basis, unless You cancel Your Subscription in accordance with the terms and conditions of this Agreement.  

8.10. You acknowledge and agree that, at the time of automatic renewal, the Subscription Fees shall be charged to Your Credit Card on file with the Licensor. You have the option to change the payment details if You wish to make the payment for the renewal of Your Subscription through a different Credit Card.  

8.11. You acknowledge and agree that, as Your Subscription Fees which shall be charged on a recurring basis, You consent to the Licensor to charge Your Credit Card on the basis of due and payable in advance on a Subscription Basis without requiring Your prior approval for each recurring charge.  

8.12. Subscription Fees for the Subscription Period on a Subscription Basis shall be calculated at the rates and prices prevailing and in effect at the time of You making the payment for the Subscription Fees, as may be determined appropriate by the Licensor. You acknowledge and agree to pay that amount of Subscription Fees, prevailing and in effect at the time of You making the payment for the Subscription Fees, as may be determined appropriate by the Licensor. If You have not informed the Licensor that You wish to cancel the Subscription, You shall be presumed, consented, and accepted to have authorized the Licensor to charge the Subscription Fees to Your Credit Card as per your Subscription Plan.  

8.13. You acknowledge and agree that, in case You wish to cancel Your Subscription, You shall cancel the Subscription by accessing the relevant webpage on the Software’s website at any time before the end of Your the then current Billing Cycle. Cancellation of Your Subscription shall take effect at the end of Your the then current Billing Cycle provided You have cancelled the Subscription at any time before the end of Your the then current Billing Cycle. Failure to inform in prior to the Licensor before the end of Your the then current Billing Cycle shall lead Your Credit Card to be charged as per your the then Current Billing Cycle, after which You shall be able to cancel Your Subscription provided this is done at any time before the end of Your the then current Billing Cycle. After such cancellation of Your Subscription, You may access and use the Software only until the end of your the then current Billing Cycle, after which: (i) You shall immediately cease all access and/or use of the Software, Software’s Service, Software’s mobile application, and Software’s website, and the Confidential Information of the Licensor; (ii) You shall immediately return or destroy all Confidential Information in Your possession, custody, or control; (iii) You shall pay all unpaid and outstanding amounts due and owing to the Licensor; (iv) discharge any liability incurred by You under the terms and conditions of this Agreement prior to its termination; and (v) All the rights and licenses granted to You under this Agreement shall immediately terminate.  

8.14. You acknowledge and agree that the Licensor reserves the right to alter or modify the Subscription Fees, payment method, and/or the pricing structure for any of the Software’s Service, at any time without any prior written notice to You. From time to time, the Licensor may change the price of the Subscription Plan. Any change in the price of the Subscription Plan shall not apply until the end of Your the then current Billing Cycle. Such changes to the Subscription Fees, payment method, and/or the pricing structure shall be effective immediately and incorporated in this Agreement upon posting the modified Subscription Fees, payment method, and/or the pricing structure on the Software’s website and the Software’s mobile application. You are responsible at Your sole and exclusive risk, liability, and responsibility for reviewing the Subscription Fees, payment method, and/or the pricing structure regularly to ensure that You are aware of any changes. If You do not agree to this change in the Subscription Fees, payment method, and/or the pricing structure, You can choose to cancel Your Subscription any time before the end of Your the then current Billing Cycle in accordance with the terms and conditions of this Agreement. The Licensor shall not be liable to You or any third party for such change in the Subscription Fees, payment method, and/or the pricing structure.  

8.15. If You do not pay the Subscription Fees and/or Your Credit Card fails or declines during the payment of the Subscription Fees, You shall be put into “Dunning” in case of a missed and outstanding payment for the Subscription Fees. In such an event, the consequences of such missed and outstanding payments for the Subscription Fees shall include, but not be limited to, the Licensor reserving the right to directly suspend or cancel Your Account and access and use to the Software, Software’s Service, Software’s mobile application, and/or Software’s website. The Licensor may engage, at its sole discretion, to collect any unpaid, missed, and outstanding Subscription Fees.  

8.16.  The Licensor reserve the right to refuse any Subscription placed through the Software’s website and/or the Software’s mobile application. The Licensor also reserve the right to correct any errors or mistakes in the Subscription Fees, payment method, and/or the pricing structure, even if the Licensor has already requested or received the payment from the End User.  

8.17. You acknowledge and agree that any and all Subscription Fees are non-refundable, that is, there are no refunds or credits for periods, including, but not limited to, where You did not use Your Account, used it only partially, or terminated Your Subscription during Your the then current Billing Cycle.   8.18.             You acknowledge and agree that, in the event any tax, levies, or duties that may be chargeable by the Licensor in accordance with any local, state, provincial or foreign laws with respect to Your Subscription to the Software, Software’s Service, Software’s mobile application, and Software’s website, including, but not limited to, Sales Tax and Goods and Service Tax, the Licensor shall charge You for such taxes, levies, or duties. You acknowledge and agree that You are solely and exclusively responsible for the payment of such taxes, levies, or duties, that are automatically included in the Subscription Fees. The Licensor may provide You with an invoice in the format prescribed by the applicable local, state, provincial, or foreign laws.  

8.19. In the event that any payments made by You to the Licensor under this Agreement may be subject to any withholding tax, including, but not limited to, any income or other taxes that may be required to be withheld under the Applicable Laws and Regulations, You shall deduct and withhold such tax and pay it to the appropriate taxing authority. You shall promptly and timely provide the Licensor with official receipts or other documentation issued by the relevant taxing authority evidencing the payment of any such withholding tax.  

8.20. You acknowledge and authorize the Licensor may use third party aggregators to process payments, and consent to the disclosure of Your payment information to such third party aggregators.  

9. INTELLECTUAL PROPERTY

9.1. Title to the Software, Software’s Service, Software’s mobile application, Software’s website, Documentation, Updates or Modification, and all patents, copyrights, trade secrets and other worldwide proprietary and intellectual property rights in or related thereto are and shall remain the sole and exclusive property of the Licensor. You shall not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings in or on the Software, Software’s Service, Software’s mobile application, Software’s website or Documentation and shall not acquire any rights in the Software, Software’s Service, Software’s mobile application, Software’s website, except the limited license specified in this Agreement.  

9.2. The Licensor owns all the rights in any copy, translation, Updates, Modification, adaptation, or Derivative Works of the Software, Software’s Service, Software’s mobile application, Software’s website, including, but not limited to, any improvement or development thereof. The Licensor retains and reserves all the rights not expressly granted to You in this Agreement. You shall promptly notify the Licensor in writing upon discovery of any illegal, unauthorized, and unlawful use of the Software, Software’s Service, Software’s mobile application, Software’s website or the Documentation or infringement of the Licensor’s proprietary rights in the Software, Software’s Service, Software’s mobile application, Software’s website or the Documentation.  

9.3. The Software is the Licensor’s proprietary property and all source code, databases, functionality, software, website, website designs, audio, video, text, photographs, graphics, icons, user interface, sounds, music, and artwork on the Software, Software’s Service, Software’s mobile application, Software’s website, including, but not limited to, the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Software’s Service on the Software’s mobile application and Software’s website (collectively, the “Content”) and the trademarks, service marks, and logos contained (collectively, the “Marks”) therein are owned and controlled by the Licensor and are protected by copyright, trademark, trade dress, and various other intellectual property rights and unfair competition laws of the USA, foreign jurisdictions, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. The Content and the Marks are provided on the Software’s mobile application and website “AS IS” for the purposes mutually agreed between the concerned parties only in accordance with the terms and conditions of this Agreement.  

9.4. Except as expressly provided in this Agreement, no part of the Software’s mobile application and website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, mirrored, framed, translated, transmitted, distributed, sold, licensed, sublicensed, or otherwise exploited for any purpose whatsoever, in any way or through any medium, without the Licensor’s express prior written consent.  

9.5. You are granted a limited license to install, access, and use the Software, Software’s Service, Software’s mobile application, Software’s website and to install or print a copy of any portion of the Content, only with the express prior written consent of the Licensor, which You have properly gained access solely for Your non-exclusive and non-sublicensable use for the purposes mutually agreed between the concerned parties only. You shall install, access, and use the Software and the Service solely for the purposes mutually agreed between the concerned parties only provided that: (i) You do not remove any copyright or proprietary notice from the Content; (ii) such Content shall not be copied or posted on any networked computer or published in any medium; and (iii) no modifications are made to such Content.  

9.6. The Licensor reserve all rights not expressly granted to You in and to the Software, Software’s Service, Software’s mobile application, and Software’s website, the Content, and the Marks.  

9.7. Your use of the Software, Software’s Service, Software’s mobile application, and Software’s website, Content, or Marks, and any parts or elements thereof, does not grant to You any ownership right or intellectual property rights therein. Any promotional distribution, publishing, or exploitation of the Software, Software’s Service, Software’s mobile application, Software’s website, Content, or the Marks is strictly prohibited unless You have received the Licensor’s express prior written consent.  

9.8. The Licensor encourages all the End Users to comment on the Software, Software’s Service, Software’s website, and/or Software’s mobile application and provide suggestions for improving it. You acknowledge and agree that the Licensor may use Your feedback, suggestions, or ideas related to the Software, Software’s Service, Software’s website, and/or Software’s mobile application, without any obligation to compensate You, attribute to You, or to keep such information confidential. You acknowledge and agree that all such comments and suggestions shall be non-confidential, and that the Licensor shall own all the rights to use and incorporate them into the Subscription, without any obligation to compensate You or attribute to You.  

10. CONFIDENTIALITY

10.1. Confidentiality. “Confidential Information” means any and all information that may be disclosed by the Licensor to You, whether orally or in writing, and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. You acknowledge and agree that the Software, Software’s Service, Software’s mobile application, and Software’s website incorporates confidential and proprietary information developed, acquired, used, or provided by the Licensor including, but not limited to, End User login credentials and any other information or data related thereto, Client Leads, technical and non-technical data, formulas, patterns, compilations, devices, methods, techniques, drawings and processes related to the Software, Software’s Service, Software’s mobile application, and Software’s website, which constitutes the valuable intellectual property of the Licensor. Confidential Information shall also include, but is not limited to, business plans, strategies, financial information, software and technology, data, customer lists, trade secrets, and any other information in connection or relation with the Software, Software’s Service, Software’s mobile application, and Software’s website that is not generally known or available to the public. Confidential Information also includes any information that is derived from or based on the disclosed Confidential Information, including, but not limited to, any analysis, compilations, studies, or other documents prepared by You that may contain or reflect such information.  

10.2. Use of Confidential Information. You and the Licensor shall comply with all the Applicable Laws and Regulations that may apply to use, transmission, storage, disclosure, or destruction of the Confidential Information. You acknowledge and agree to hold the Licensor’s Confidential Information in the strictest confidence and to take any and all reasonable precautions to protect such Confidential Information (including, but not limited to, any and all precautions You can possibly employ with respect to Your own confidential materials). You shall use the same degree of care to protect the Licensor’s Confidential Information as the Licensor uses to protect its own Confidential Information, but in no event less than reasonable care. You acknowledge and agree not to use any Confidential Information of the Licensor for any purpose other than as necessary to perform Your obligations under this Agreement. You acknowledge and agree not to disclose any Confidential Information of the Licensor to any third party except with the express prior written consent of the Licensor or as otherwise permitted under this Agreement or as required under the Applicable Laws and Regulations. You acknowledge and agree to limit the access and use to the Licensor’s Confidential Information to Your Authorized Representatives who have a need to know the same or require such access for the purposes of performing this Agreement and who are bound by the obligations of confidentiality no less restrictive than those set forth in this Agreement. You acknowledge and agree to ensure that Your Authorized Representatives are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Agreement. The Licensor may use any information that You may provide to the Licensor for any of the Licensor’s business purposes, including, but not limited to, support and development of the Software, Software’s Service, Software’s mobile application, and Software’s website. You acknowledge and agree that the Software, Software’s Service, Software’s mobile application, and Software’s website may include a monitoring capability that sends anonymous statistics about performance, Device utilization, and network size remotely to the Licensor. You acknowledge and agree to promptly notify the Licensor in writing of any actual or suspected misuse, misappropriation, or illegal, unauthorized, or unlawful disclosure of the Licensor’s Confidential Information that may come to Your attention.  

10.3. Ownership of Information. You acknowledge and agree to use the Confidential Information of the Licensor solely for the purposing of performing Your obligations under this Agreement. You acknowledge and agree that the Software is licensed to You only as a limited license provided under this Agreement. You are granted no conveyance of the Licensor’s Confidential Information or any intellectual property rights or proprietary rights therein, except as explicitly provided otherwise in this Agreement. The Software is not sold to You. The Licensor solely and exclusively owns all the right, title, and interest in and to the Software, Software’s Service, Software’s mobile application, and Software’s website, including all the copyright, patent, and other intellectual property or other proprietary rights in the Software, Software’s Service, Software’s mobile application, and Software’s website. Such right, title, and interest shall remain solely and exclusively with the Licensor. No title to or ownership of the Software, Software’s Service, Software’s mobile application, and Software’s website or any associated intellectual property or proprietary rights are transferred to You by this Agreement.  

10.4. Remedies. You acknowledge and agree that any illegal, unauthorized, or unlawful disclosure or use of the Licensor’s Confidential Information may cause irreparable harm to the Licensor for which monetary damages may be an inadequate remedy, and that the Licensor shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available to the Licensor at law or in equity, for any such illegal, unauthorized, or unlawful disclosure or use.  

10.5. Exceptions. The obligations of confidentiality and non-use in this Clause 10 shall not apply to any information that: (i) is in the public domain or becomes public knowledge through no fault of Yours; (ii) was in Your possession prior to its receipt from the Licensor, as evidenced by Your written records; (iii) is lawfully obtained by You from a third party without restriction on disclosure and without breach of a confidentiality obligation; (iv) is independently developed by You without use of or reference to the Licensor’s Confidential Information, as evidenced by Your written records; (v) is disclosed by the Licensor to a third party without a duty of confidentiality on the third party, as evidenced by the Licensor’s written records; (vi) is required to be disclosed by the Applicable Laws and Regulations, or legal process, provided that You provide the Licensor with prompt and prior written notice of such requirement and cooperate with the Licensor in any reasonable effort to obtain a protective order or other relief limiting or preventing such disclosure.  

10.6. Survival. This Clause 10 shall survive the termination of this Agreement and shall remain in effect until terminated by either Party by way of termination of this Agreement or cancellation of the Subscription in accordance with the terms and conditions of this Agreement.  

10.7. Trade Secrets. Notwithstanding the foregoing, Your obligations with respect to Confidential Information that constitutes trade secrets shall continue for as long as such information remains a trade secret under the Applicable Laws and Regulations.  

10.8. Return or Destruction of Confidential Information. Upon the receipt of the written request of the Licensor, You shall promptly return or destroy all the Confidential Information of the Licensor in Your possession or control, including all copies thereof, except that You may retain such Confidential Information to the extent required by the Applicable Laws and Regulations, provided that You shall ensure the confidentiality of such Confidential Information and shall not use it for any purpose other than that for which it is retained.  

11. WARRANTIES AND DISCLAIMER

11.1. UNLESS OTHERWISE EXPRESSLY STATED BY THE LICENSOR, ANY FEATURES, BENEFITS, OR OTHERWISE MADE AVAILABLE IN CONNECTION WITH OR THROUGH THE SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND SOFTWARE’S WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO THE APPLICABLE LAWS AND REGULATIONS, THE LICENSOR DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, TITLE, CORRECTNESS, ACCURACY, AND RELIABILITY.  

11.2. ALTHOUGH THE LICENSOR MAY MAKE BEST OF EFFORTS TO PROVIDE THE SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND SOFTWARE’S WEBSITE USING COMMERCIALLY REASONABLE LEVEL OF CARE, UNLESS OTHERWISE EXPRESSLY STATED BY THE LICENSOR, THE LICENSOR DOES NOT WARRANT AND REPRESENT AND DOES NOT ASSUME ANY AND ALL RESPONSIBILITY AND LIABILITY, THAT THE SOFTWARE, SOFTWARE’S SERVICE, ANY FEATURES, BENEFITS, OR OTHERWISE OF THE SOFTWARE, THE SOFTWARE’S MOBILE APPLICATION OR THE SOFTWARE’S WEBSITE THAT DELIVERS SERVICE: (i) SHALL BE FREE OF ERRORS, MISTAKES, INACCURACIES, OR OTHERWISE; (ii) SHALL HAVE OR BE CORRECTED FROM DEFECTS, ERRORS, OR OTHER HARMFUL OR NON-HARMFUL COMPONENTS; (iii) SHALL BE FREE OF TROJAN HORSES, BUGS, VIRUSES, WORMS, OR ANY OTHER HARMFUL COMPONENTS OR CODES; (iv) SHALL TRANSMIT DATA IN A SECURE MANNER AT ALL TIMES; (v) MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; (vi) MEET ANY OR ALL YOUR REQUIREMENTS OR ACHIEVE ANY OR ALL KIND OF INTENDED PURPOSES, MARKETED PURPOSES, OR ANY OTHER PURPOSES; (vii) BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM; (viii) MAY OR SHALL NOT CAUSE PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER; (ix) MAY OR SHALL NOT LEAD TO OR CAUSE ANY ILLEGAL, UNAUTHORIZED, OR UNLAWFUL ACCESS TO OR USE OF THE SOFTWARE, SOFTWARE’S SERVICE AND/OR SOFTWARE’S MOBILE APPLICATION AND/OR SOFTWARE’S WEBSITE AND/OR ANY AND ALL PERSONAL DATA AND INFORMATION AND SENSITIVE PERSONAL DATA AND INFORMATION AND/OR PERSONAL INFORMATION STORED THEREIN; (x) SHALL BE FREE OF ANY OR ALL INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND THE SOFTWARE’S WEBSITE; (xi) SHALL BE FREE OF ANY ERRORS OR OMISSIONS; OR (xii) MAY OR SHALL NOT CAUSE ANY LOSS OR DAMAGE OF ANY KIND INCURRED.

 11.3. UNLESS OTHERWISE EXPRESSLY STATED BY THE LICENSOR, THE LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE INSTALLATION, ACCESS, USE OR RESULTS FROM OR OF THE USE OF THE SOFTWARE, THE SOFTWARE’S SERVICE AND/OR THE SOFTWARE’S MOBILE APPLICATION AND/OR THE SOFTWARE’S WEBSITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  

11.4. THE LICENSOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR: (i) ANY DAMAGES, RISK, OR OTHERWISE THAT MAY BE CAUSED BY ANY THIRD-PARTY HARDWARE OR SOFTWARE OR PLUG-INS OR SERVICE OR PRODUCT USED IN CONJUNCTION WITH THE SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND SOFTWARE’S WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY THIRD-PARTY SOFTWARE, PLUG-INS, SERVICE, AND/OR PRODUCT, WHICH MAY BE INTEGRATED OR MAY BE REQUIRED FOR THE SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND SOFTWARE’S WEBSITE; (ii) ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOFTWARE, SOFTWARE’S SERVICE AND/ OR SOFTWARE’S MOBILE APPLICATION AND/OR SOFTWARE’S WEBSITE; AND (iii) ANY THIRD PARTY HYPERLINKED WEBSITE, OR ANY THIRD PARTY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR THIRD PARTY OTHER ADVERTISING MATERIAL ON THE SOFTWARE, SOFTWARE’S SERVICE AND/OR THE SOFTWARE’S WEBSITE AND/OR THE SOFTWARE’S MOBILE APPLICATION. AS WITH THE SUBSCRIPTION TO THE SOFTWARE’S SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.  

11.5. THE LICENSOR’S SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND SOFTWARE’S WEBSITE ARE INTENDED FOR PURPOSES AS MAY BE MUTUALLY AGREED BETWEEN THE CONCERNEDP PARTIES ONLY AND ARE NOT LEGAL ADVICE IN ANY MANNER WHATSOEVER. THE LICENSE DOES NOT OFFER ANY OPINION, LEGAL OR OTHERWISE, REGARDING THE INFORMATION OR DATA YOU PROVIDE THE LICENSOR.  

11.6. THE LAWS OF CERTAIN COUNTRIES AND/OR STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. BUT IN SUCH A CASE, THIS CLAUSE SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER THE APPLICABLE LAWS AND REGULATIONS.  

11.7.  THE LICENSOR’S ENTIRE AND WHOLE LIABILITY, IF ANY, AND YOUR EXCLUSIVE REMEDY IN CASE OF A BREACH OF THE FOREGOING WARRANTIES, REPRESENTATIONS, AND DISCLAIMERS SHALL BE CORRECTION OF THE ERROR OR DEFECT AT THE SOLE AND EXCLUSIVE DISCRETION OF THE LICENSOR.  

11.8. By installing, accessing, and using the Software, Software’s Service, Software’s mobile application, and Software’s website, You represent and warrant that: (i) installation, access, and/or use of the Software, Software’s Service, Software’s mobile application, and Software’s website shall be at Your sole and exclusive risk; (ii) all information or data, whether registration, contact, personal, financial, or otherwise, You provide to the Licensor shall be true, accurate, current, and complete; (iii) You shall maintain the accuracy of such information and promptly update such information, whether registration, contact, personal, financial, or otherwise, as necessary; (iv) You have the legal capacity and You agree to comply with the terms and conditions of this Agreement; (v) You are not below the age of 18 years; (vi) You shall not use the Software, Software’s Service, Software’s mobile application, and Software’s website for any illegal, unauthorized, or unlawful purpose; (vii) Your installation, access, or use of the Software, Software’s Service, Software’s mobile application, and Software’s website shall not conflict with any of Your existing agreements or arrangements, with the Licensor or any other third party; and (viii) Your installation, access, and/or use of the Software, Software’s Service, Software’s mobile application, and Software’s website shall not violate any Applicable Laws and Regulations.  

12. LIMITATION OF LIABILITY

12.1. The Licensor shall not be liable to You, any other End User, or third Party for any consequences arising from, in connection with, or resulting from: (i) any changes, alterations, amendments, Updates, Modifications, or discontinuance, in whole or in part, of the Software, Software’s Service, Software’s mobile application, and Software’s website, this Agreement, Licensor’s other policies, procedures, and agreements, Subscription Fees, or any other element connected or related to thereof; (ii) deletion of, loss of, corruption of, damage of, or failure to store any information or data, whether registration, contact, personal, financial, or otherwise; (iii) upgrading or downgrading of Subscription Plan; (iv) any disclosure, loss, or illegal, unauthorized, or unlawful use of the login credentials and other information or data collected for the Subscription, from You or any other End User, due to Your or any other End User’s failure to keep such login credentials and other information or data secure, protected, and confidential; and (v) the differences between technologies and platforms used for installation, access, and/or use of the Software and the Service, for example if certain features, functions, parts or elements of the Software and the Service are designed for use on a webpage and may not function on a mobile application.  

12.2. The Licensor shall not be liable to You, any other End User, or any other third party for any loss, damages (actual and consequential), liability, claim, suit, action, proceeding, demand, loss, or expenses by any End User, person, Organization, or a third party against You, any other End User, or any other third party arising out of Your, the End User’s, or any other third Party’s failure (whether such failure arises as a result of Your, the End User’s, or any other third party’s negligence, breach of the terms and conditions of this Agreement, or otherwise) to: (i) provide the Licensor with accurate information or data, whether registration, contact, personal, financial, or otherwise; (ii) notify the Licensor of any reasons due to which You, the End User, or any other third party does not have the right to use the Software, Software’s Service, Software’s mobile application, and Software’s website on behalf of any person; (iii) ensure the lawfulness of the data or information provided to the Licensor; (iv) obtain the necessary rights if required by the Applicable Laws and Regulations to install, access, or use the Software, Software’s Service, Software’s mobile application, and Software’s website; and (v) abide by any of terms and conditions of this Agreement.  

12.3. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party, person, or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.  

12.4. You acknowledge and agree that the Licensor shall and/or has set its prices and entered into this Agreement in reliance upon the limitation of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between You and the Licensor. Both the Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement shall survive and apply even if found to have failed of their essential purpose.  

12.5. You acknowledge and agree that the Licensor may integrate or use third party software, plug-ins, services, and/or product, including but not limited to, third party calendar plug-ins, with the Software, Software’s Service, Software’s mobile application, and Software’s website. You further acknowledge and agree that any third-party software, service, or product that may be accessed through the Software, Software’s Service, Software’s mobile application, and Software’s website is not owned or controlled by the Licensor, and the Licensor shall not responsible for the quality, reliability, or legality of such third party software, plug-in, service, or product. You acknowledge and agree that the access and use of the third-party software, plug-ins, services, and/or product may require the acceptance of terms of service and privacy policies applicable to such third party software, plug-ins, services, and/or product (“Third Party Terms”). You acknowledge and agree that You are solely and exclusively responsible for reading, understanding, consenting, and accepting to such Third Party Terms before installing, accessing, or using any third party software, plug-ins, services and/or product. You acknowledge and agree that the Licensor shall not be liable to You for any claims or damages arising from, in connection with, or resulting from, Your access and/or use of such third-party software, plug-in, service, and/or product. While the Licensor may try to provide You with advance notice, whenever reasonably possible, You acknowledge and agree that the Licensor may, at any time and in its sole and exclusive discretion, and without any notice to You, suspend, restrict, or disable access or use to or remove from the Software, Software’s Service, Software’s mobile application, and Software’s website, any third party software, plug-ins, services, and/or product, without any liability to the Licensor, including, but not limited to, for any loss or damage of or to profits, revenue, data, goodwill or other intangible losses.  

12.6. You acknowledge and agree that the Licensor shall not be responsible for the conduct of any End User or third party using the Software, Software’s Service, Software’s mobile application, and Software’s website. You further acknowledge and agree that the Licensor shall not be liable to You for any claims or damages arising from, in connection with, resulting from, or out of any and all conduct of any End User or third party using the Software, Software’s Service, Software’s mobile application, and Software’s website.  

12.7. THE LICENSOR DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY AND ALL THIRD PARTY SOFTWARE, PLUG-INS, SERVICE, AND/OR PRODUCTS THAT THE LICENSOR OR YOU MAY USE. THE LICENSOR SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT FOR ANY AND ALL THIRD PARTY SOFTWARE, PLUG-INS, SERVICE, AND/OR PRODUCTS.  

12.8. EXCEPT AS OTHERWISE PROVIDED IN THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OR INTERRUPTION OF USE, LOSS OF PROFITS, LOSS OF INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, SOFTWARE’S SERVICE, SOFTWARE’S MOBILE APPLICATION, AND SOFTWARE’S WEBSITE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, SOFTWARE’S SERVICE AND/OR SOFTWARE’S MOBILE APPLICATION AND/OR SOFTWARE’S WEBSITE, EVEN IF YOU, ANY OTHER END USER, OR ANY OTHER THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE LICENSOR, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, SOFTWARE’S SERVICE AND/OR SOFTWARE’S MOBILE APPLICATION AND/OR SOFTWARE’S WEBSITE, EXCEED THE SUBSCRIPTION FEES YOU HAVE PAID TO THE LICENSOR FOR THE SUBSCRIPTION, OR HUNDRED (100) USD, DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.  

12.9. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSOR MAY PROVIDE SERVICE AND CLIENT LEADS, THROUGH THE SOFTWARE’S MOBILE APPLICATION OR THE SOFTWARE’S WEBSITE, FOR THE PURPOSES AS MAY HAVE BEEN MUTUALY AGREED BETWEEN THE CONCERNED PARTIES AND THE LICENSOR SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR THE LEGAL CONSULTATION, LEGAL OPINION, LEGAL FEES, LEGAL REQUIREMENTS, OR OTHERWISE, RELATED TO THE USE OF SUCH SERVICE AND/OR CLIENT LEADS. YOU WAIVE AND RELEASE THE LICENSOR FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO OR IN CONNECTION WITH OR TO THE USE OF THE SERVICE AND/OR THE CLIENT LEADS. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ALL NECESSARY LEGAL ADVICE AND COMPLYING WITH ALL THE APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH THE USE OF THE SERVICE AND/OR CLIENT LEADS.  

12.10. YOU ACKNOWLEDGE AND AGREE THAT, IN THE ABSENCE OF YOUR CONSENT AND ACCEPTANCE TO THIS LIMITATION OF LIABILITY, THE LICENSOR WOULD NOT PROVIDE THE SUBSCRIPTION TO YOU.  

12.11. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.  

12.12. CERTAIN JURISDICTIONS’ LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.  

12.13. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT THAT MAY BE PROHIBITED BY LAW. THE FOREGOING LIMITATION SHALL NOT LIMIT YOUR OR ANY OTHER END USER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.  

13. INDEMNIFICATION

13.1. You agree to defend, indemnify, and hold the Licensor harmless from and against any and all loss, damages (actual and consequential), liability, claim, suit, action, proceeding, demand, loss, or expenses (including, but not limited to, reasonable attorneys’ fees), made by any third party due to or arising out of: (i) Your contributions; (ii) Your installation, access, and/or use of the Software, Software’s Service and/or Software’s mobile application and/or Software’s website; (iii) Your breach of the terms and conditions of this Agreement; (iv) any breach of Your warranties and representations set forth in this Agreement; (v) Your violation of the rights of a third party, including but not limited to, intellectual property rights and proprietary rights; (vi) any overt or covert harmful act toward any other End User that may have been or was caused by You or in connection with You, either directly or indirectly, with whom You might have connected via the Software’s website or the Software’s mobile application; (vii) Your disclosure or solicitation of Personal Data and Information and Sensitive Personal Data and Information or Confidential Information; (viii) any use of the Personal Data and Information and/or Confidential Information that You disclosed, whether this use is by You or a third party; (ix) Your access and use of third party software; or (x) Your installation, access, and/or use outside the scope of the license granted under this Agreement.  

13.2. Notwithstanding the foregoing, the Licensor reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Licensor, and You agree to cooperate, at Your expense, with the Licensor’s defense of such claims, suit, action, liability, or proceeding. You shall not accept any settlement that: (i) imposes an obligation on the Licensor; (ii) requires the Licensor to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the Licensor without the Licensor’s express prior written consent. The Licensor shall use reasonable efforts to notify You of any such claims, suit, action, liability, or proceeding which is subject to this indemnification upon becoming aware of it, provided that any failure to deliver such notice to You shall not eliminate or reduce Your indemnification obligation hereunder.  

13.3. This indemnity obligation is subject to the Clause 12.  

14. TERM AND TERMINATION

14.1. This Agreement shall commence on the date You click “I AGREE” and shall continue for the duration of Your Subscription Plan selected by You for Your Subscription, unless earlier terminated as provided herein.  

14.2. The terms and conditions of this Agreement shall remain in full force and effect while You install, access, and/or use the Software, Software’s Service, Software’s mobile application, and Software’s website.  

14.3. The Licensor may terminate this Agreement immediately, at any time, without prior written notice to You if: (i) Your access and/or use of the Software, Software’s Service, Software’s mobile application, and Software’s website violates, in any way, the Applicable Laws or the terms and conditions of this Agreement; (ii) You access and/or use the Software, Software’s Service, Software’s mobile application, and Software’s website in any way which has or may negatively reflect on or affect the Licensor, Licensor’s prospects, Licensor’s End Users or Client Leads, or the Software, Software’s Service, Software’s mobile application, and Software’s website; (iii) Your access or use of the Software, Software’s Service and/or Software’s mobile application and/or Software’s website, may cause, or is causing, or may cause Denial-of-Service (“DoS”) attacks, security vulnerability, harm to the Licensor or its End Users or any other disruptive activity to, for, or on the Software, Software’s Service and/or Software’s mobile application and/or Software’s website; or (iv) if the Licensor may have determined it may be necessary and desirable in its sole and exclusive discretion.  

14.4.  You may terminate this Agreement, at any time, before the end of Your the-then current Billing Cycle, by accessing the relevant webpage on the Software’s website and/or the Software’s mobile application.  

14.5. Termination for Convenience. Except as otherwise provided in this Agreement, either Party may terminate this Agreement for any reason at any time provided that, if You wish to terminate this Agreement or cancel Your Subscription, You may do so at any time but before the end of Your the then current Billing Cycle upon prior written notice to the Licensor. Upon termination of this Agreement or cancellation of Your Subscription, You shall not be entitled to any or all refund of any prepaid Subscription Fees, unused Subscription Fees, or any other amount paid for the Subscription in the Billing Cycle in which the termination occurs.  

14.6. Termination for Cause. The Licensor or You may terminate this Agreement immediately upon prior written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) business days after receiving the written notice of such breach. Upon termination of this Agreement or cancellation of the Subscription, You shall not be entitled to any or all refund of any prepaid Subscription Fees, unused Subscription Fees, or any other amount paid for the Subscription in the Billing Cycle in which the termination occurs. Termination of this Agreement or cancellation of Your Subscription shall not limit any of the Licensor’s rights or remedies at law or in equity in case of breach of any of Your obligations under this Agreement during the Term of this Agreement.  

14.7. Failure to inform about the termination of this Agreement or cancellation of your Subscription in prior to the Licensor at any time before the end of Your the then current Billing Cycle shall lead Your Credit Card to be charged as per Your the then next Billing Cycle, after which You shall be able to terminate this Agreement or cancel Your Subscription provided this is done at any time before the end of Your the then current Billing Cycle.  

14.8. Without limiting any other provision of the terms and conditions of this Agreement, the Licensor reserves the right, in its sole and exclusive discretion and without liability and prior written notice to You, to deny access to and use of the Software, Software’s Service, Software’s mobile application, and Software’s website (including, but not limited to, blocking certain IP addresses), to any End User or person for any reason or for no reason, including, but not limited to, for breach of any representation, warranty, or covenant contained in the terms and conditions of this Agreement or any Applicable Laws and Regulations.  

14.9. The Licensor may terminate or cancel Your access, use, or participation on the Software’s website and/or Software’s mobile application or directly delete Your Account and any information that You provided at any time, without prior written notice, at the Licensor’s sole and exclusive discretion.  

14.10. In the event that the Licensor terminates, suspends, or cancels Your Account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, the name of Your Authorized Representative, or the name of any third party, even if You may be acting on behalf of the third party. The Licensor also reserves the right to take appropriate legal action, including, but not limited to, pursuing civil, criminal, and injunctive redress, against You in case of any breach of this Agreement by You.  

14.11. After the cancellation of Your Subscription or termination of this Agreement, You may access and use the Software and the Service until the end of Your the then current Billing Cycle only, after which: (i) You shall immediately cease all access and/or use of the Software, Software’s Service, Software’s mobile application, and Software’s website, and the Confidential Information of the Licensor; (ii) You shall immediately return or destroy all Confidential Information in Your possession, custody, or control; (iii) You shall pay all unpaid and outstanding amounts due and owing to the Licensor; (iv) discharge any liability incurred by You under the terms and conditions of this Agreement prior to its termination; and (v) All the rights and licenses granted to You under this Agreement shall immediately terminate.  

14.12. Termination of this Agreement or cancellation of Your Subscription shall take effect at the end of Your the then current Billing Cycle provided You have terminated this Agreement or canceled the Subscription at any time before the end of Your the then current Billing Cycle.  

14.13. Upon termination of the terms and conditions of this Agreement or cancellation of Your Subscription, the Licensor may deactivate and permanently delete Your Account within one (1) month from the date of termination. If You have specifically requested for an earlier deletion of Your Account, the Licensor may fulfill such a request upon review and scrutiny within two (2) weeks from the date of receipt of such request.  

14.14. Any provisions of this Agreement that by their nature survive termination, shall survive the termination of this Agreement.  

14.15. The Licensor reserves the right, at its sole and exclusive discretion, from time to time, to alter, change, Update, Modify, or amend its Software, Software’s Service, Software’s mobile application, and Software’s website and/or this Agreement and of the Licensor’s other agreements, policies, and procedures, including, but not limited to, addition or removal of any functionality and features, at any time, without prior written notice to You. If You do not agree to such alteration, change, Updation, Modification, or amendment, You can choose to cancel Your Subscription or terminate this Agreement at any time before the end of Your the then current Billing Cycle in accordance with the terms and conditions of this Agreement. The Licensor shall not be liable to You or any third party for such alteration, change, Updation, Modification, or amendment.  

14.16. The Licensor has no obligation to alter, change, Update, Modify, or amend any information on the Software, Software’s Service, Software’s mobile application, and Software’s website and/or this Agreement and of the Licensor’s other agreements, policies, and procedures, except to the extent required by the Applicable Laws and Regulations.  

14.17. The Licensor reserves the right, at its sole discretion, to discontinue any, all, or part of the Software, Software’s Service and/or Software’s mobile application and/or Software’s website, at any time without notice to You. If You do not agree to such discontinuance, You can choose to cancel Your Subscription at any time before the end of Your the then current Billing Cycle in accordance with the terms and conditions of this Agreement. The Licensor shall not be liable to You or any third party for such discontinuance.  

14.18. You acknowledge and agree to check the terms and conditions of this Agreement regularly.  

14.19. You acknowledge and agree that, Your continued access and/or use of the Software, Software’s Service and/or Software’s mobile application and/or Software’s website, after such alterations, changes, Updates, Modifications, amendments, or discontinuance have become effective immediately and incorporated in this Agreement upon posting them on the Software’s website and/or the Software’s mobile application, shall constitute or be deemed to constitute as Your binding consent and acceptance of such alterations, changes, Updates, Modifications, amendments, or discontinuance. Your continued access and/or use shall also constitute or be deemed to constitute as Your consent and acceptance to the change, alteration, or amendment of this Agreement and other policies, procedures, and agreements of the Licensor.  

14.20. You waive any or all rights to receive any or all notice for such alteration, change, Update, Modification, amendment, or discontinuance of the Software, Software’s Service, Software’s mobile application, and Software’s website, this Agreement, and other policies, procedures, and agreements of the Licensor.  

14.21. You shall not be provided with any prior written notice for such alteration, change, Update, Modification, amendment, or discontinuance of the Software, Software’s Service, Software’s mobile application, and Software’s website, this Agreement, and other policies, procedures, and agreements of the Licensor.  

14.22. In the event of termination of this Agreement or cancellation of Your Subscription, the Licensor may delete and/or anonymize any and all of Your Personal Data and Information and Sensitive Personal Data and Information and any other data associated with Your Account and usage of the Software and Software’s Service within thirty (30) business days from the date of termination or cancellation and in accordance with the Licensor’s privacy policy, in accordance with the terms and conditions of this Agreement, and in accordance with the Applicable Laws and Regulations.  

15. ASSIGNMENT

15.1. You may transfer or assign this Agreement or any right or obligation, under this Agreement, in whole or in part, hereunder only with the express prior written consent of the Licensor. You must make a request to the Licensor for such transfer or assignment of this Agreement or any right or obligation under this Agreement. It is at the discretion of the Licensor to review and approve or reject such a request. Any attempted transfer or assignment without such express prior written consent of the Licensor shall render such attempted transfer or assignment as void and unenforceable.  

15.2. The Licensor may, at its sole and exclusive discretion, transfer or assign this Agreement in any event and at any time as determined by it. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.  

16. SEVERABILITY

16.1. Each provision of this Agreement shall be interpreted in such a manner so as to be effective and valid under the Applicable Laws.  

16.2. In the event that any provision of this Agreement is found to be invalid, illegal, or unenforceable by a Court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to render it enforceable, or if it cannot be so modified, such provision shall be deleted, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.  

16.3. You and the Licensor agree that any Court of competent jurisdiction may modify the invalid, illegal, or unenforceable provision so as to make it enforceable and that such modified provision shall be enforced as if originally included herein.  

16.4. In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable, both the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that reflects as closely as possible the intent of the Parties as expressed in the invalid, illegal, or unenforceable provision.  

16.5. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect.  

16.6. This Clause 16 shall survive the termination or expiration of this Agreement.  

17. WAIVER

17.1. No failure or delay by any Party in exercising or enforcing any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of the same preclude any further exercise or enforcement thereof or the exercise or enforcement of any other right, power, or remedy. Without limiting the foregoing, no waiver by both Parties in case of any breach or default of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of that or any other provision of this Agreement.  

17.2. The terms and conditions of this Agreement shall operate to the fullest extent permissible by law.  

17.3. Except as provided herein, the failure to exercise or enforce a right or to require the performance of an obligation under this Agreement shall not affect a Party’s ability to exercise such right or require such performance at any time thereafter.  

17.4. Failure of either Party to exercise or enforce any provision of or any of its rights under the terms and conditions of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.  

18.  NOTICES

18.1. The Licensor may send You required legal notices and/or any other communications about the Software, Software’s Service, Software’s mobile application, and Software’s website, including, but not limited to, special offers and pricing for Subscription Plans; information about the maintenance of the Software’s, Software’s website and mobile applications; surveys; requests for feedback; or any other information (“Communications”). You consent to receive electronically any Communications related to Your access and use of the Software, Software’s Service, Software’s mobile application, and Software’s website.  

18.2. The Licensor may send Communications via in-Software notices, registered e-mail addresses of the End Users on the Licensor’s file, registered mailing address of the End User on the Licensor’s file, or the Licensor may post Communications on the Software’s website and/or mobile application. You may notify the Licensor of Your preference not to receive any such Communications (which may have a technical impact on Your access and use of the Software and the provision of any Customer Support services), i.e., to opt-out of such communications as laid down in the Licensor’s Terms of Service.  

18.3. Except as otherwise specified in the terms and conditions of this Agreement, any and all notices related to the terms and conditions of this Agreement, including, but not limited to, the alteration, change, Update, Modification, amendment, or discontinuance of the Software, Software’s Service, Software’s mobile application, and Software’s website, this Agreement, and other policies, procedures, and agreements of the Licensor, shall be in writing and shall be effective upon: (i) if delivered by hand, at the time of delivery; or (ii) if posted by registered post (acknowledgment due), upon the expiry of three (3) business days after the envelope containing the same shall have been put into the post (in the case of inland post) and seven (7) business days (in the case of overseas post); or (iii) if sent by courier, upon the expiry of two (2) business days after the package containing the same shall have been received by the relevant courier company; or (iv) if sent by e-mail, at the time of transmission.  

18.4. Any and every notice must be delivered by You to the Licensor’s e-mail at hello@nonames.com. This e-mail address may be updated from time to time as determined by the Licensor. If You are unable to deliver the notice via e-mail, You may send a notice to the Licensor at this address: 8 The Green, STE A, Dover, Delaware, 19901, United States.  

18.5. You acknowledge and agree that all agreements, notices, disclosures, and other Communications that may be provided to You electronically by the Licensor satisfy any legal requirement that such Communication be in writing.  

18.6. You acknowledge and agree that, by submitting Your Personal Data and Information and Sensitive Personal Data and Information and any other data and creating Your Account, the Licensor may contact You in a manner consistent with the Licensor’s Privacy Policy and the Applicable Laws and Regulations.  

18.7. You acknowledge and agree to the use of electronic signatures, contracts, orders, and other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed by the Licensor or via the Software’s website and/or the Software’s mobile application.  

18.8. You acknowledge and waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in the USA jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.  

19. FORCE MAJEURE

19.1. Any failure or delay by the Licensor in the performance of its obligations pursuant to this Agreement shall not be deemed as a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to causes and reasons such like, including, but not limited to, Force Majeure Event, computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God (including, but not limited pandemic, epidemic), acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the USA or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of the Licensor.  

20.  GOVERNING LAW AND DISPUTE RESOLUTION

20.1. This Agreement shall be governed by and construed in accordance with the Laws of Delaware, USA, without giving effect to any choice-of-law or conflict-of-law provisions that would require the application of the laws of a different jurisdiction.  

20.2. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or its breach, termination, or validity, the Parties shall follow the dispute resolution procedure set forth below:  

(a) Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to the terms and conditions of this Agreement brought by either You or the Licensor, both the Parties agree to first attempt to negotiate the dispute, controversy, or claim, informally and amicably, to the best of their efforts, for at least thirty (30) business days before initiating Mediation. Such Informal Negotiations shall commence by providing prior written notice to the other Party as per the Applicable Laws and Regulations.  

(b) Mediation. If the Parties are unable to resolve the dispute, controversy, or claim through Informal Negotiation within thirty (30) business days from the date of completion of the minimum thirty (30) business days period for the Informal Negotiation, then either Party may initiate Mediation proceedings by providing prior written notice to the other Party as per the Applicable Laws and Regulations. The Parties shall then engage in Mediation within thirty (30) business days from the date of receipt of the written notice, using a Mediator selected by mutual agreement or by a Mediator appointed by a Court of competent jurisdiction. The Parties shall share equally the costs of the Mediation, including, but not limited to, the Mediator’s fees, unless otherwise agreed in writing. The Parties shall also mutually decide the rules and procedure for the Mediation proceedings unless institutional Mediation is chosen by the Parties, which shall be governed by the rules and procedure of the concerned Mediation institution.

(c) Arbitration. If the Parties are unable to resolve the dispute through Mediation, then either Party may initiate Arbitration by providing prior written notice to the other Party as per the Applicable Laws and Regulations. The Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except as otherwise mutually agreed by both Parties in writing. The seat and venue for Arbitration shall be Delaware, USA. The Arbitration shall be conducted by a panel of three arbitrators, one of whom shall be selected by You, one of whom shall be selected by the Licensor, and the third of whom shall be selected by the two Arbitrators already appointed. In case the Parties fail to appoint Arbitrators of their choice, the Arbitral Tribunal shall be comprised of a sole arbitrator as mutually agreed by the Parties or as appointed by a Court of competent jurisdiction. The Arbitration shall be conducted in the English language. The Arbitrators shall have the authority to award any remedy or relief that a Court of competent jurisdiction could award, including injunctive relief, but shall not have the authority to award punitive or exemplary damages. The decision of the Arbitrators shall be final and binding on the Parties. The Parties shall share equally the costs of the Arbitration, including, but not limited to, the Arbitrators’ fees, unless otherwise agreed in writing.  

21. HEADINGS

21.1. The headings in this Agreement are for convenience only and have no legal or contractual effect.  

22. ENTIRE AGREEMENT

22.1. This Agreement, together with the Licensor’s Terms of Service, Privacy Policy and any other applicable guidelines, policies, agreements, and procedures, shall constitute the entire understanding and agreement between You and the Licensor with respect to the subject matter laid down in this Agreement and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements between You and the Licensor relating to the subject matter.  

23. CONTACT US

23.1. If You have any questions or concerns about this Agreement or any other guidelines, policies, agreements, and procedures of the Licensor, You may contact the Licensor at hello@nonames.com.

IN WITNESS WHEREOF, You and the Licensor have executed this Agreement as of the date You click “I AGREE” or first install, access, and use the Software and the Service, whichever is earlier.