Last Modified: May 18, 2021 | Previous Versions
Sriggle and its licensors will retain exclusive ownership of all right, title and interest, including without limitation, all Intellectual Property Rights (as defined below), in and to the Services and the systems and software used by Sriggle to provide the Services; the design, functionality, operation and components of the same; all modifications, enhancements and upgrades to the same; and Sriggle’ business methods. No right, title, or interest of any kind in the foregoing is granted to Client or any Affiliate pursuant to these General Terms and Conditions
No right, title or interest of any kind is granted to Sriggle pursuant to these General Terms and Conditions in or to the data or images furnished by Client and its Affiliates to Sriggle during the term of any Schedule for use by Sriggle in providing the Services. Following Client’s payment to Sriggle of all amounts due at the time of termination of the Agreement, Sriggle will deliver to Client, in a format supported by the Sriggle systems used to provide the Services, one or more files containing the data previously furnished by Client and its Affiliates to Sriggle that are stored on such systems as of the date of termination.
Client represents that it has the right to grant, and hereby grants, to Sriggle the right to use and display, and store on Sriggle’ systems, the trademarks, service marks, trade names, trade dress, logos, names, and pictures (collectively, “Marks”) of Client and each Affiliate (and the Marks of any third party that are used or provided by Client and each of its Affiliates) to the extent necessary to perform Sriggle’ obligations in accordance with this Agreement. Client will indemnify, defend, and hold harmless Sriggle and its affiliated entities from and against all losses, claims, liability, costs, damages, fines, and expenses (including all legal costs) incurred or suffered by them that arise out of or in connection with Client’s breach of the representation in the preceding sentence. Sriggle will not obtain any right, title, or interest in or to the Marks of Client or any Affiliate pursuant to these General Terms and Conditions. Except as set forth in the first sentence of this section, neither party will use the Marks of the other party without the other party’s prior written approval.
“Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship, including but not limited to copyrights and moral rights; (b) trademark, trade name and trade dress rights and similar rights; (c) trade secret rights; and (d) patents, designs, database rights, algorithms and other industrial property rights; all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license or otherwise; and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force.
ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, GOOD AND WORKMANLIKE SERVICE, REASONABLE SKILL AND CARE OR NON-INFRINGEMENT, RELATING TO THE SUBJECT MATTER HEREOF ARE DISCLAIMED BY SRIGGLE AND WAIVED BY CLIENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. SRIGGLE DOES NOT WARRANT THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
NOTHING IN THIS OR THE FOLLOWING SECTION EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR ITS FRAUDULENT MISREPRESENTATION. SUBJECT TO THE PRECEDING SENTENCE, SRIGGLE, ITS SUBSIDIARIES AND AFFILIATED ENTITIES WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO (a) THE FAILURE OF THE SERVICES TO OPERATE OR FUNCTION DUE TO APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CLIENT, AN AFFILIATE OR A THIRD PARTY NOT ACTING AS SRIGGLE’ AGENT; (b) INTERRUPTIONS OF CLIENT’S OR ANY AFFILIATE’S ACCESS TO THE SERVICES OR LOST OR ALTERED TRANSMISSIONS NOT CAUSED BY THE ACTS OR OMISSIONS OF SRIGGLE OR A THIRD PARTY ACTING AS SRIGGLE’ AGENT; OR (c) DATA PROVIDED OR ENTERED BY CLIENT, ANY AFFILIATE OR ANY THIRD PARTY (OTHER THAN ANY ERROR OR OMISSION IN DATA CAUSED BY SRIGGLE’ ENTRY OF THAT DATA). IN NO EVENT WILL SRIGGLE’ LIABILITY HEREUNDER EXCEED THE TOTAL FEES AND COSTS PAID BY CLIENT FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CAUSE OF ACTION OR OCCURRENCE WHICH IS THE BASIS OF THE CLIENT’S CLAIM AGAINST SRIGGLE.
Subject to the first sentence of the preceding section, neither party will be liable to the other for any indirect, special, incidental, punitive or consequential damages, including lost profits, income, or goodwill, regardless of whether or not such party has been advised of the possibility of such damages, caused by or resulting from any breach of this Agreement or arising out of the performance under any Agreement, and each party hereby expressly waives such damages.
Any claim or dispute, other than injunctive relief sought by either party, (each, a “Claim”) by either Client or Sriggle against the other, or against the employees, officers, directors, agents or assigns of the other, arising from or relating in any way to Sriggle’ delivery of the Services (whether under statute, in contract, tort, or otherwise and whether for money damages, penalties or declaratory or equitable relief), including Claims regarding the applicability of this arbitration clause, will be resolved by binding arbitration. The parties agree that such arbitration will be governed in accordance with the Rules of Arbitration of the Indian Council of Arbitration and the award made in pursuance thereof shall be binding on the parties. The parties agree to give up their right to a jury trial with respect to any Claim and agree that no Claim may be brought as a class action or as a private attorney general. Neither party may act as a class representative or participate as a member of a class of claimants with respect to any Claim. The parties agree that the results of any such arbitration or mediation, as well as information exchanged in connection with any arbitration or mediation, will be Confidential Information for purposes hereunder. These General Terms and Conditions are made pursuant to a transaction involving interstate commerce and are governed by the Rules of Arbitration and Conciliation Act 1996 as amended from time to time by one or more arbitrators appointed in accordance with those Rules. Place of arbitration shall be New Delhi, India.
This Agreement and the rights of the parties hereunder shall be governed, construed, and enforced in accordance with the laws of the State of Haryana, India, without regard to its conflict of law principles. Any suit or action arising out of or in connection with this Agreement, or any breach hereof, shall be brought and maintained in the district courts of Faridabad or Gurgaon in the state of Haryana, India. The parties hereby irrevocably submit to the jurisdiction of such courts for the purpose of such suit or action and hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such suit or action in any such court and any claim that any such suit or action has been brought in an inconvenient forum.
Each of Client and Sriggle will fully comply with all material laws, regulations, and governmental orders applicable to their performance hereunder. Sriggle represents that it has on file with the Ministry of Corporate Affairs, under Government of India with company ID: U72200HR2015PTC057286. In no event will Sriggle or any of its affiliates be required to perform hereunder to the extent that Sriggle reasonably concludes that such performance may violate any applicable law, regulation, or governmental order (including any trade sanctions or export controls imposed by the government of India).
This Agreement does not constitute a partnership, joint venture, or similar arrangement between the parties. Neither party, nor any of their respective directors, officers, employees, or agents, is authorized to bind the other party or otherwise act in the name of or on behalf of the other. Nothing herein shall be construed to give any person or entity other than Sriggle and Client any legal or equitable right, remedy or claim in connection with or arising from Sriggle’ performance hereunder. This Agreement is governed by the laws of India, any person or entity that is not a party hereunder will have no right to enforce any of its terms.
The Agreement(s) are not assignable by Sriggle or Client without the prior written consent of the other party, and such consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign the Agreement(s) without consent to a party engaged in a merger with, an acquisition of, or the purchase of all or substantially all of the assets of, the assigning party, provided the assignee unconditionally assumes the same in writing. Sriggle may assign the Agreement(s) to any of its subsidiaries or affiliates without Client’s consent. Any assignment in violation of this section is void and unenforceable.
All notices given hereby must be in writing and (a) personally delivered; (b) deposited in the mail, first-class, registered or certified mail, return receipt requested, or similar service with postage prepaid; or (c) sent by overnight courier service (for next business day delivery if within the country of the sender or second business day delivery if outside the country of the sender), shipping prepaid as follows (or to such persons or addresses as any party may request by notice duly given):
|If to Sriggle:||If to Client:|
Sriggle Tech Private Limited
746, JMD Megapolis, Sector 48, Sohna Road,
Gurgaon, Haryana 122001, India
Attn: Founder and CEO
cc: General Counsel
at the same address
|Notice shall be sent to Client’s address on specific Agreement|
Except as otherwise specified herein, notices will be deemed given and received at the time of delivery or of refusal of delivery.
This Agreement constitutes the entire agreement between Sriggle and Client and supersedes and replaces any and all other agreements and representations, verbal or written, with respect thereto. There are no representations, warranties or agreements made or relied upon by either party with respect to the subject matter hereof that are not set forth in this Agreement. This Agreement may not be amended or modified other than by a written agreement executed by Client and Sriggle. In the event of any conflict between these General Terms and Conditions and the terms of any Agreement, these General Terms and Conditions will control. English will be the controlling language with respect to this Agreement. Any translation of this Agreement into another language is for convenience only and no such translation will be binding against the parties hereto.
Except as otherwise provided herein, this is an exclusive arrangement and Client will not contract during the term of each Agreement with another party for the same or similar services as set forth therein.
This Agreement is binding upon and inures to the benefit of the legal representatives, successors, and duly authorized assigns of each party.
Each Agreement may be executed in counterparts, each of which when executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. A signature delivered by facsimile or electronic transmission will be effective to bind the executing party. Each Agreement may be retained or stored by either party solely in an electronic format, and any reproduction thereof by reliable means from an electronic format will be deemed an original.
Except as otherwise provided herein, the failure of a party to exercise any of its rights or to enforce any of the provisions of this Agreement on any occasion will not be a waiver of such right or provision, nor affect the right of such party thereafter to enforce such right or provision.