SOFTWARE AS A SERVICE AGREEMENT

PLEASE READ THIS AGREEMENT BEFORE USING IGILE’S SERVICES. BY ACCESSING OR USING IGILE’s any SaaS SOFTWARE OR SERVICES OFFERING, YOU (“the Customer”)

This Software as a Service Agreement (“Agreement”) is entered into between Customer and Igile Technologies India Private Limited, an Indian Company (“IGILE”), with its principal place of business at Ghazipur, UP. Igile and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. DEFINITIONS AND INTERPRETATION: In this Agreement,
1. Authorized Partner means any of IGILE’s Affiliates, Distributors, Resellers or other business partners.
2. Reseller means a PARTY that has been authorized by IGILE and has agreed to market and resell IGILE Products.
3. “Administrator User” means each CUSTOMER employee designated by CUSTOMER to serve as technical administrator of the SaaS Services on CUSTOMER’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by IGILE.
4. “Host” means the computer equipment or Cloud Infrastructure or System on which the Software is installed, which is owned and operated by IGILE or its subcontractors.
5. “User Account” means a unique collection of identity data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although User Account for users that have been deactivated may remain in the identity management system, those inactive User Accounts will not be included in the number of User Account licenses in use by CUSTOMER.
6. “SaaS Services” refer to the specific IGILE’s internet-accessible service identified in attached Schedule A that provides use of IGILE’s Software that is hosted by IGILE or its services provider and made available to CUSTOMER over a network on a term-use basis.
7. “Subscription Term” shall mean that period specified in attached Schedule A during which CUSTOMER will have on-line access and use of the Software through IGILE’s SaaS Services. The Subscription Term shall renew for successive 12-month periods unless either party delivers written notice of non-renewal to the other Igilet least 30 days prior to the expiration of the then-current Subscription Term.
8. “Other Services” means all technical and non-technical services performed or delivered by IGILE under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in attached Schedule A and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
9. “End User” or “User” means the individual or entity that is licensed or authorized to use the Software under this Agreement.
10. Business Day means any day other than a Saturday, Sunday, statutory or public holiday in the place where IGILE Products are provided.
11. Intellectual Property Rights means all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including:
1. copyright, trademark and patent rights, trade secrets, moral rights, right of publicity, authors’ rights;
2. any application or right to apply for any of the rights referred to in paragraph (a); and
3. all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications referred to in paragraphs (a) and (b).
12. CUSTOMER Content:” CUSTOMER Content” means all information processed or stored on computers or other electronic media by CUSTOMER or on CUSTOMER’s behalf, or provided to IGILE for such processing or storage, as well as any information derived from such information, for use in connection with the SaaS Services. CUSTOMER Content includes, without limitation: (a) information on paper or other nonelectronic media provided to IGILE for computer processing or storage, or information formerly on electronic media; (b) information provided to IGILE by CUSTOMER’s Customers or other users or by other third parties; and (c) personally identifiable information from such CUSTOMERs, users, or other third parties.
2. Term. This agreement begins on the Effective Date and will continue until terminated (the "Term").
3. SaaS Service
1. Grant of Access to Service. IGILE grants the CUSTOMER a non-exclusive, non-assignable, royalty-free, worldwide right to access and use our SAAS CLOUD SERVICE (the "Service") solely for the CUSTOMER's internal business operations and subject to the terms of this agreement and up to the number of User accounts documented in the Schedule.
2. Acknowledgment of Access. The CUSTOMER acknowledges that this agreement is a services agreement and IGILE will not deliver copies of any software to the CUSTOMER as part of the Service.
3. Cloud Services Subscriptions:
1. During the term of this Agreement, CUSTOMER may access and use IGILE’s SAAS CLOUD SERVICE (the “Service”) pursuant to IGILE’s policies, also posted on IGILE’s website at https://igile.in/legal/saasagreement.html, as such policies may be updated from time to time. IGILE retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant CUSTOMER any intellectual property rights in the Service or any of its components.
2. CUSTOMER may access and use the host (the “System”) during the “Subscription Period”. IGILE retains all right, title, and interest in and to the during the “Subscription Period”. IGILE retains all right, title, and interest in and to the System, including without limitation all computers, other hardware, and software incorporated into or used by the System, and this Agreement does not grant CUSTOMER any intellectual property rights in the System or any of its components.
4. SaaS Resale: Reseller or any Authorized Partner may sell subscriptions to the System authorizing its end CUSTOMERs to access and use the System.
4. Support Services
1. Initial Support. For the 12 month period beginning on the Effective Date, IGILE will provide CUSTOMER with 
1. telephone or electronic support during IGILE's normal business hours in order to help CUSTOMER correct problems with the Software, and
2. internet-based support system generally available seven days a week, twenty-four hours a day. 
2. Renewed Support. After the initial 12 month support period, CUSTOMER may elect to renew IGILE's support services for additional 12 month periods, at IGILE's then-current service rates and policies.
5. Service Levels
1. Applicable Levels. IGILE shall perform the Services so as to meet or exceed the service levels.
2. Errors in Services. On CUSTOMER's notice of any errors or omissions, IGILE shall provide CUSTOMER with information and adjustments in the Services for any errors or omissions in the Services.
3. Delays in Services. IGILE shall use reasonable efforts to avoid and remedy in delay in the Services.
6. Data Protection. IGILE shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information. 

7. Data Management:

1. Access, Use, & Legal Compulsion. Unless it receives CUSTOMER’s prior written consent, IGILE: (i) shall not access, process, or otherwise use CUSTOMER Content other than as necessary to facilitate the Services; (ii) shall not give any of its employees access to CUSTOMER Content except to the extent that such individual needs access to facilitate performance under this Agreement and is subject to a reasonable written nondisclosure agreement with IGILE protecting such data, with terms reasonably consistent with those of this Section (Data Management); and (iii) shall not give any third party access to CUSTOMER Content, including without limitation IGILE’s other CUSTOMERs, except subcontractors subject to Subsection (4) below. Notwithstanding the foregoing, IGILE may disclose CUSTOMER Content as required by applicable law or by proper legal or governmental authority. IGILE shall give CUSTOMER prompt notice of any such legal or governmental demand and reasonably cooperate with CUSTOMER in any effort to seek a protective order or otherwise to contest such required disclosure, at CUSTOMER’s expense.

2. CUSTOMER’s Rights. CUSTOMER possesses and retains all right, title, and interest in and to CUSTOMER Content, and IGILE’s use and possession thereof is solely on CUSTOMER’s behalf. CUSTOMER may access and copy any CUSTOMER Content in IGILE’s possession at any time, and IGILE shall reasonably facilitate such access and copying promptly after CUSTOMER’s request.

3. Handling, Retention, & Deletion. IGILE shall observe the policies (Privacy Policy), including without limitation policies regarding retention and deletion of CUSTOMER Content. CUSTOMER may revise either such policy by providing new written versions to IGILE; provided IGILE is not required to accept any such revision without reasonable additional compensation if it materially increases IGILE’s obligations. Except as permitted in such policy, IGILE shall not erase CUSTOMER Content, or any copy thereof, without CUSTOMER’s prior written consent and shall follow any written instructions from CUSTOMER regarding retention and erasure of CUSTOMER Content. Unless prohibited by applicable law, IGILE shall purge all systems under its control of all CUSTOMER Content at such time as CUSTOMER may request. Promptly after erasure of CUSTOMER Content or any copy thereof, IGILE shall certify such erasure to CUSTOMER in writing. In purging or erasing CUSTOMER Content as required by this Agreement, IGILE shall leave no data recoverable on its computers or other media, to the maximum extent commercially feasible.

4. Subcontractors. IGILE shall not permit any subcontractor to access CUSTOMER Content unless such subcontractor is subject to a written contract with IGILE protecting the data, with terms reasonably consistent with those of this Section (Data Management), specifically including without limitation terms consistent with those of Subsection (1)(ii) above as applied to subcontractor employees. IGILE shall exercise reasonable efforts to ensure that each subcontractor complies with all of the terms of this Agreement related to CUSTOMER Content. As between IGILE and CUSTOMER, IGILE shall pay any fees or costs related to each subcontractor’s compliance with such terms, including without limitation terms governing audits and inspections.

5. Applicable Law. IGILE shall comply with all applicable laws and regulations governing the handling of CUSTOMER Content and shall not engage in any activity related to CUSTOMER Content that would place CUSTOMER in violation of any applicable law, regulation, government request, or judicial process; provided the foregoing does not require that IGILE comply with or be aware of any such laws or regulations:

6. Injunction. IGILE agrees that violation of the provisions of this Section (Data Management) below would cause CUSTOMER irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, CUSTOMER shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage and without posting a bond or other security.

8. EXCLUDED DATA:
1. CUSTOMER represents and warrants that CUSTOMER Content does not and will not include, and CUSTOMER has not and shall not upload or transmit to IGILE’s computers or other media, any data (“Excluded Data”) regulated pursuant to ____________________ (the “Excluded Data Laws”). CUSTOMER recognizes and agrees that: (a) IGILE has no liability for any failure to provide protections set forth in the excluded data laws or otherwise to protect excluded data; and (b) IGILE’s systems are not intended for management or protection of excluded data and may not provide adequate or legally required security for excluded data.
9. Data Privacy. IGILE may collect, use and process CUSTOMER's data only accordance with IGILE's online privacy policy.

10. CUSTOMER Responsibilities

1. Assistance. CUSTOMER shall provide commercially reasonable information and assistance to IGILE to enable IGILE to deliver the SaaS Services. Upon request from IGILE, CUSTOMER shall promptly deliver CUSTOMER Content to IGILE in an electronic file format specified and accessible by IGILE. CUSTOMER acknowledges that IGILE’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
2. Unauthorized Use; False Information. CUSTOMER shall: (a) notify IGILE immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to IGILE immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by CUSTOMER or any user account, and (c) not provide false identity information to gain access to or use the SaaS Services.

3. Administrator Access. CUSTOMER shall be solely responsible for the acts and omissions of its Administrator Users. IGILE shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

4. License from CUSTOMER. Subject to the terms and conditions of this SaaS Agreement, CUSTOMER shall grant to IGILE a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit CUSTOMER Content solely as necessary to provide the SaaS Services to CUSTOMER.
5. Ownership and Restrictions. CUSTOMER retains ownership and intellectual property rights in and to its CUSTOMER Content. IGILE or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some IGILE programs is specified in the program Documentation or ordering document as applicable. CUSTOMER’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by IGILE and not under the Agreement.
10. Confidentiality
1. Confidentiality Obligation. The receiving party will hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.
2. Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement.
3. Non-Disclosure. A receiving party may not disclose Confidential Information, to any third party, except to the extent
1. permitted by this agreement
2. the disclosing party consents in writing, or
3. required by Law.
4. Notice. A receiving party will notify the disclosing party if it
1. is required by Law to disclose any Confidential Information, or
2. learns of any unauthorized disclosure of Confidential Information.
11. Use of Logos. CUSTOMER hereby grants IGILE a non-exclusive, non-transferrable, non-sublicensable, and royalty-free license to use and reproduce CUSTOMER's name, logos, and trademarks on IGILE's CUSTOMER lists, advertising, and website.
12. Feedback
1. Feedback License: CUSTOMER hereby grants IGILE a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) CUSTOMER communicates to IGILE during the Term, without compensation, without any obligation to report on such use, and without any other restriction. IGILE’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses. (“Feedback” refers to any suggestion or idea for modifying any of IGILE’s products or services, including without limitation all intellectual property rights in any such suggestion or idea.)
2. Feedback Disclaimer: Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict IGILE’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below), without compensating or crediting CUSTOMER or the individual providing such Feedback, except to the limited extent that Section __ (Confidentiality) governs Feedback that constitutes CUSTOMER’s Confidential Information. Notwithstanding the provisions of Section __ (Confidentiality), CUSTOMER may not designate Feedback as its Confidential Information to the extent that such Feedback relates to IGILE’s products or services. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying IGILE’s products or services.)
13. Fees
1. Charges. CUSTOMER will pay all applicable charges as specified during the respective sales agreement.
2. Payment. Amounts are due upon receipt of the invoice and payable within 30 days of the invoice date. Except as expressly provided otherwise, fees are non-refundable.
3. Taxes. Charges are exclusive of any customs or other duty, GST tax, and similar levies imposed and, where applicable, will be invoiced in addition to such charges.

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

15. Restricted Uses. CUSTOMER shall not, and shall not permit anyone to:
1. copy or republish the SaaS Services or Software,
2. make the SaaS Services available to any person other than authorized user accounts,
3. use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties
4. modify or create derivative works based upon the SaaS Services or Documentation,
5. remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation,
6. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or
7. access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, IGILE shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. CUSTOMER agrees to assign all right, title and interest it may have in the foregoing to IGILE.
8. upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
9. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
10. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service, 
11. maliciously reduce or impair the accessibility of the Service,
12. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or 
13. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.

Ownership of Intellectual Property. IGILE will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including IGILE's name, logos. and trademarks reproduced through the Service.

16. Termination
1. Termination on Notice. Either party may terminate this agreement for any reason on 30 business days’ notice to the other party.
2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
2. the failure, inaccuracy, or breach continues for a period of 15 Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
3. Suspension for Non-Payment. IGILE reserves the right to suspend delivery of the SaaS Services if CUSTOMER fails to timely pay any undisputed amounts due to IGILE under this SaaS Agreement, but only after IGILE notifies CUSTOMER of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release CUSTOMER of its payment obligations under this SaaS Agreement. CUSTOMER agrees that IGILE shall not be liable to CUSTOMER or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from CUSTOMER’s nonpayment.
4. Termination for Failure to Pay. IGILE may terminate this agreement with immediate effect by delivering notice of the termination to CUSTOMER if CUSTOMER fails to pay the Annual Subscription Fee on time within 30 days from the Effective Date.
5. Suspension for Ongoing Harm. IGILE reserves the right to suspend delivery of the SaaS Services if IGILE reasonably concludes that CUSTOMER or an Authorized user account user’s use of the SaaS Services is causing immediate and ongoing harm to IGILE or others. In the extraordinary case that IGILE must suspend delivery of the SaaS Services, IGILE shall immediately notify CUSTOMER of the suspension and the parties shall diligently attempt to resolve the issue. IGILE shall not be liable to CUSTOMER or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 15.5. Nothing in this Section 15-5 will limit IGILE’s rights under Section 16 below.
17. Effect of Termination
1. Pay Outstanding Amounts. CUSTOMER shall immediately pay to IGILE all amounts outstanding as of service the date of, and any amounts outstanding as a result of, termination.
2. Discontinuance of Use. CUSTOMER shall cease all use of the Service upon the effective date of the termination.
3. Recovery of Data. CUSTOMER will have 30 days from the date of termination to retrieve any of data that CUSTOMER wishes to keep.

18. WARRANTIES

1. Warranty. IGILE represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, CUSTOMER’s exclusive remedy shall be as provided in Section 15 and 16, Termination and Effects of Termination.

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

19. LIMITATIONS OF LIABILITY

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

20. INDEMNIFICATION

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

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

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

21. GENERAL PROVISIONS

1. Non-Exclusive Service. CUSTOMER acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict IGILE’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for CUSTOMER, to other parties.

2. Personal Data. CUSTOMER hereby acknowledges and agrees that IGILE’s performance of this SaaS Agreement may require IGILE to process, transmit and/or store CUSTOMER personal data or the personal data of CUSTOMER employees and Affiliates. By submitting personal data to IGILE, CUSTOMER agrees that IGILE and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling IGILE to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through CUSTOMER to IGILE, CUSTOMER will be responsible as sole Data Controller for complying with all applicable data protection or similar laws and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. CUSTOMER agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and IGILE SaaS. CUSTOMER confirms that CUSTOMER is solely responsible for any Personal Data that may be contained in Content, including any information which any IGILE SaaS User shares with third parties on CUSTOMER’s behalf. CUSTOMER is solely responsible for determining the purposes and means of processing CUSTOMER Personal Data by IGILE under this Agreement, including that such processing according to CUSTOMER’s instructions will not place IGILE in breach of applicable data protection laws. Prior to processing, CUSTOMER will inform IGILE about any special categories of data contained within CUSTOMER Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. CUSTOMER is responsible for ensuring that IGILE SaaS meets such restrictions or special requirements. IGILE to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

3. IGILE Personal Data Obligations. In performing the SaaS Services, IGILE will comply with IGILE Services Privacy Policy, which is available at https://www.igile.in/assets/legal/privacy.html and incorporated herein by reference. IGILE Services Privacy Policy is subject to change at IGILE’s discretion; however, IGILE policy changes will not result in a material reduction in the level of protection provided for CUSTOMER Content during the period for which fees for the services have been paid. The services policies referenced in this SaaS Agreement specify our respective responsibilities for maintaining the security of CUSTOMER Content in connection with the SaaS Services. IGILE reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide. IGILE will only process CUSTOMER Personal Data in a manner that is reasonably necessary to provide SaaS Services and only for that purpose. IGILE will only process CUSTOMER Personal Data in delivering IGILE SaaS. CUSTOMER agrees to provide any notices and obtain any consent related to IGILE’s use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. CUSTOMER shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of CUSTOMER Content.

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

5. Notices

1. METHOD OF DELIVERY

a. Subject to this clause, any notice, request, certificate, approval, demand, consent or other communication to be given under this Agreement must:

i. (IN WRITING AND SIGNED BY AN AUTHORISED OFFICER): except in the case of communication by email, be in writing and signed by 2 Authorized Officers of the party giving the same; and

ii. (DELIVERY): be:

1. sent by registered Indian Post

2. sent by facsimile to the facsimile number of the addressee; or

3. sent by email by an Authorized Officer of the party giving the same in accordance with the addressee's email address,

notified by that addressee from time to time to the other parties to this Agreement as its address for service pursuant to this Agreement.

2. DEEMED RECEIPT

a. A notice, request, certificate, demand, consent or other communication under this Agreement is deemed to have been received:

i. (INDIAN POST): where sent by post within INDIA, on the 10th day after posting, and where sent by post to, from or outside INDIA, on the 21st day after posting; and

ii. (FAX): where sent by facsimile, on production by the dispatching facsimile machine of a transmission report which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient; and

iii. (EMAIL): where sent by email, on the date the email is received.

However, if the time of deemed receipt of any notice is not before 5.30 pm on a Business Day at the address of the recipient it is deemed to have been received at the commencement of business on the next Business Day.

3. EMAIL

A notice, request, certificate, approval, demand, consent or other communication to be given under this Agreement may only be given by email where the recipient has separately agreed that that communication or communications of that type, may be given by email.

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

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

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

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

10. Survival. Sections 10, 14, 15, and 17 through 20 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.

11. Publicity. IGILE may include CUSTOMER’s name and logo in its Customer lists and on its website. Upon signing, IGILE may issue a high-level press release announcing the relationship and the manner in which CUSTOMER will use IGILE solution. IGILE shall coordinate its efforts with appropriate communications personnel in CUSTOMER’s organization to secure approval of the press release if necessary.

12. No Third Customer beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of CUSTOMERs or upon any other person or entity.

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

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

15. Governing Law. This SaaS Agreement shall be construed in accordance with the applicable laws of India. The Courts at Uttar Pradesh shall have exclusive jurisdiction in any proceedings arising out of this agreement.

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

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

Standard Service Support

1. Standard Support Services

Standard Services Support ("Standard Support") services entitles the CUSTOMER to the following:

(a) Telephone or electronic support in order to help the CUSTOMER locate and correct problems with the Software.

(b) Bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

(c) All extensions, enhancements and other changes that IGILE makes or adds to the Service and which IGILE offers, without charge, to all other Subscribers of the Service.

(4) Up to two dedicated contacts designated by the CUSTOMER in writing that will have access to support services.

2. Response and Resolution Goals

2.1 Severity 1: The Production system / application is down, seriously impacted and there is no reasonable workaround currently.

Upon confirmation of receipt, IGILE will begin continuous work on the issue, and a CUSTOMER resource must be available at any time to assist with problem determination.

Once the issue is reproducible or once we have identified the Software defect, IGILE support will provide reasonable effort for workaround or solution within 24 hours.

2.2 Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use.

IGILE will work during normal business hours to provide reasonable effort for workaround or solution within 7 business days, once the issue is reproducible.

2.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround.

IGILE will work during normal business hours to provide reasonable effort for workaround or solution within 10 business days, once the issue is reproducible.

2.4 Severity 4: Non-critical issues.

IGILE will seek during normal business hours to provide a solution in future releases of the Service.

The support email address is [email protected]. The support phone number is 05482222321.