PLEASE READ THIS AGREEMENT BEFORE USING “SMARTSUPERVISOR”SERVICES. BY ACCESSING OR USING SMARTSUPERVISOR GUARD MANAGEMENT SOFTWARE OR SERVICES OFFERING,YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR “SMARTSUPERVISOR”AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THISAGREEMENT.
This Software as a Service Agreement (“Agreement”) is entered into between Customer and Smartsupervisor LLP, Indian Firm (“Smartsupervisor”), with its principal place of business at (smartsupervisor office address). Smartsupervisor and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.
“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the Software Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Smartsupervisor.
“Customer Content” means all data and materials provided by Customer to Smartsupervisor for use in connection with the Software Services, including, without limitation, customer applications, data files, and graphics.
“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Smartsupervisor to Customer regarding the use or operation of the Software Services.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by Smartsupervisor or its subcontractors.
“Identity Cube” means a unique collection of identity data for an individual that will be granted access to and/or managed by the Software 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 Identity Cubes for user accounts that have been deactivated may remain in the identity management system, those inactive Identity Cubes will not be included in the number of Identity Cube licenses in use by Customer.
“Maintenance Services” means the support and maintenance services provided by Smartsupervisor to Customer pursuant to this Software Agreement and Exhibit B.
“Other Services” means all technical and non-technical services performed or delivered by Smartsupervisor under this Software Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the Software 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 a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hirebasis.
“Schedule" is a written document attached to this Software Agreement under Exhibit A or executed separately by Smartsupervisor and Customer for the purpose of purchasing Software Services under the terms and conditions of this Software Agreement.
“Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.
“Software Services” refer to the specific Smartsupervisor’s internet-accessible service identified in a Schedule that provides use of Smartsupervisor’s identity/access management Software that is hosted by Smartsupervisor or its services provider and made available to Customer over a network on a term-use basis.
“Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through Smartsupervisor’s Software Services. The Subscription Term shall renew for successive 12- month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.
2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Software Services solely for your internal business operations subject to the terms of this Agreement and up to the number of Identity Cubes documented in theSchedule.
2.2 Customer acknowledges that this Agreement is a services agreement and Smartsupervisor will not be delivering copies of the Software to Customer as part of the Software Services.
Customer shall not, and shall not permit anyone to: (i) copy or republish the Software Services or Software, (ii) make the Software Services available to any person other than authorized Identity Cube users, (iii) use or access the Software Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Software Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Software Servicesor in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Software Services, except and only to the extent such activity [h1] is expressly permitted by applicable law, or (vii) access the Software Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Smartsupervisor shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Software 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 toSmartsupervisor.
4.1 Assistance.Customer shall provide commercially reasonable information and assistance to Smartsupervisor to enable Smartsupervisor to deliver the Software Services. Upon request from Smartsupervisor, Customer shall promptly deliver Customer Content to Smartsupervisor in an electronic file format specified and accessible by Smartsupervisor. Customer acknowledges thatSmartsupervisor’s ability to deliver the Software Services in the manner provided in this Software Agreement may depend upon the accuracy and timeliness of such information andassistance.
4.2 Compliance with Laws.Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Software Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Smartsupervisor exercises no control over the content of the information transmitted by Customer or the Identity Cube users through the Software Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of suchrights.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify Smartsupervisor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Smartsupervisor immediately and use reasonable efforts to stop any unauthorized use of the Software Services that is known or suspected by Customer or any Identity Cube user, and (c) not provide false identity information to gain access to or use the Software Services.
4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Smartsupervisor shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
4.5 Customer Input.Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Smart Supervisor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Smartsupervisor immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use theService.
4.6 License from Customer. Subject to the terms and conditions of this Software Agreement, Customer shall grant to Smartsupervisor a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Software Services toCustomer.
4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Smartsupervisor 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 Smartsupervisor 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 Smartsupervisor and not under theAgreement.
4.8 Suggestions. Smartsupervisor shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Software Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the Software Services.
5.1 Orders. Customer shall order Software Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this Software Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule and this Software Agreement, the terms of the Schedule shall take precedence.
5.2 Invoicing and Payment. Unless otherwise provided in the Schedule, Smartsupervisor shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Indian Rupees and must be paid by Customer to Smartsupervisor in Indian Rupees.
5.3 Expenses. Customer will reimburse Smartsupervisor for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Smartsupervisor shall notify Customer prior to incurring any such expense. Smartsupervisor shall comply with Customer’s travel and expense policy if made available to Smartsupervisor prior to the required travel.
5.4 Taxes. Smartsupervisor shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of GST, or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Smartsupervisor’s net income, capital or corporate franchise.
6.1 Term of Software Agreement. The term of this Software Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in thisSection.
6.2 Termination. Either party may terminate this Software Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of suchbreach.
6.3 Suspension for Non-Payment. Smartsupervisor reserves the right to suspend delivery of the Software Services if Customer fails to timely pay any undisputed amounts due to Smartsupervisor under this Software Agreement, but only after Smartsupervisor notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Software Services
shall not release Customer of its payment obligations under this Software Agreement. Customer agrees that Smartsupervisor 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 Software Services resulting from Customer’snonpayment.
6.4 Suspension for Ongoing Harm. Smartsupervisor reserves the right to suspend delivery of the Software Services if Smartsupervisor reasonably concludes that Customer or an Identity Cube user’s use of the Software Services is causing immediate and ongoing harm to Smartsupervisor or others. In the extraordinary case that Smartsupervisor must suspend delivery of the Software Services, Smartsupervisor shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Smartsupervisor 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 Software Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Smartsupervisor’s rights under Section 6.5below.
6.5 Effect ofTermination.
(a) Upon termination of this Software Agreement or expiration of the Subscription Term, Smartsupervisor shall immediately cease providing the Software Services and all usage rights granted under this Software Agreement shallterminate.
(b) If Smartsupervisor terminates this Software Agreement due to a breach by Customer, then Customer shall immediately pay to Smartsupervisor all amounts then due under this Software Agreement and to become due during the remaining term of this Software Agreement, but for such termination. If Customer terminates this Software Agreement due to a breach by Smartsupervisor, then Smartsupervisor shall immediately repay to Customer all pre-paid amounts for any unperformed Software Services scheduled to be delivered after the terminationdate.
(c) Upon termination of this Software Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
The Service Level Software Agreement (“SLA”) for the Software Services is set forth in Exhibit C hereto. The SLA sets forth Customer’s sole remedies for availability or quality of the Software Services including any failure to meet any guarantee set forth in theSLA.
8.1 Warranty. Smartsupervisor represents and warrants that it will provide the Software Servicesin a professional manner consistent with general industry standards and that the Software 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 6, Term andTermination.
8.2 SMARTSUPERVISOR WARRANTS THAT THE SOFTWARE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. SMARTSUPERVISOR DOES NOT GUARANTEE THAT THE SOFTWARE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT SMARTSUPERVISOR WILL CORRECT ALL SOFTWARE SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT SMARTSUPERVISOR 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 SMARTSUPERVISOR (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER SMARTSUPERVISOR 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 SMARTSUPERVISOR OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, ORPROGRAMS.
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF SMARTSUPERVISOR) 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 SOFTWARE 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 SOFTWARE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SOFTWARE AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoinglimitations
10.1 Indemnification by Smartsupervisor. If a third party makes a claim against Customer that the Software Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Smartsupervisor’s negligence or willful misconduct has caused bodily injury or death, Smartsupervisor shall defend Customer and its directors, officers and employees against the claim at Smartsupervisor’s expense and Smartsupervisor 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 Smartsupervisor, to the extent arising from the claim. Smartsupervisor shall have no liability for any claim based on (a) the Customer Content, (b) modification of the Software Services not authorized by Smartsupervisor, or (c) use of the Software Services other than in accordance with the Documentation and this Software Agreement. Smartsupervisor may, at its sole option and expense, procure for Customer the right to continue use of the Software Services, modify the Software 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.
10.2 Indemnification by Customer. If a third party makes a claim against Smartsupervisor that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Smartsupervisor 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 theclaim.
10.3 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 theclaim.
11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Software Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Software Agreement, Customer Content is deemed Confidential Information of Customer. Smartsupervisor software and Documentation are deemed Confidential Information of Smartsupervisor.
11.2 Confidentiality. During the term of this Software Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Software Agreement, and shallnotdisclosesuchConfidentialInformationtoanythirdparty.Withoutlimitingtheforegoing,eachparty
shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receivingparty.
11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Software Agreement and the relationship of the parties, but agrees that the specific terms of this Software Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Software Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers andinvestors.
12.1 Non-Exclusive Service.Customer acknowledges that Software Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Smartsupervisor’s ability to provide the Software Services or other technology, including any features or functionality first developed for Customer, to otherparties.
12.2 Personal Data.Customer hereby acknowledges and agrees that Smartsupervisor’s performance of this Software Agreement may require Smartsupervisor to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to Smartsupervisor, Customer agrees that Smartsupervisor and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Smartsupervisor to perform its obligations to under this Software Agreement. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and SmartsupervisorSoftware. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any Smartsupervisor Software 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 Smartsupervisor under this Agreement, including that such processing according to Customer’s instructions will not place Smartsupervisor in breach of applicable data protection laws. Prior to processing, Customer will inform Smartsupervisor 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 the Smartsupervisor Software meets such restrictions or special requirements. Smartsupervisor to process any Personal Data that meets the requirements set forth in this Section according to these Terms ofUse.
Services. Smartsupervisor reserves the right to provide the Software Services from Host locations, and/or through use of subcontractors, worldwide.Smartsupervisor will only process Customer Personal Data in a manner that is reasonably necessary to provide Software Services and only for that purpose. Smartsupervisor will only process Customer Personal Data in delivering Smartsupervisor Software. Customer agrees to provide any notices and obtain any consent related to Smartsupervisor’s use of the data for provisioning the Software 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 data.
12.4 Assignment. Neither party may assign this Software Agreement or any right under this Software 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 Software Agreement to an acquirer of all or substantially all of the business of such party to which this Software Agreement relates, whether by merger, asset sale or otherwise. This Software 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 Software Agreement, provided, however, that such party shall not be relieved of any obligation under this Software Agreement.
12.5 Notices. Except as otherwise permitted in this Software Agreement, notices under this Software Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this Software Agreement.
12.6 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.
12.7 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 Software Agreement shall not constitute a waiver of any other or subsequentbreach.
12.8 Severability. If any term of this Software 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 Software Agreement shall remain in fullforce.
12.9 Entire Software Agreement. This Software 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 Software Agreement. This Software 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 the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of theterms.
12.10 Survival. Sections 3, 6, and 8 through 12 of this Software Agreement shall survive the expiration or termination of this Software Agreement for any reason.
12.11 Publicity. Smartsupervisor may include Customer’s name and logo in its customer lists and on its website. Uponsigning, Smartsupervisor may issue a high-level press release announcing the relationship and the manner in which Customer will use the Smartsupervisor solution. Smartsupervisor shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release ifnecessary.
12.12 No Third Party Beneficiaries. This Software 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 orentity.
12.13 Independent Contractor. The parties have the status of independent contractors, and nothing in this Software Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Software Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’spersonnel.
12.14 Statistical Information. Smartsupervisor 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’sname.
12.15 Governing Law. This Software Agreement shall be governed by the Indian Laws, excluding its conflict of law principles.
12.16 Compliance with Laws. Smartsupervisor shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the Software Services, including those laws related to data privacy, international communications, and the transmission of technical or personaldata
12.17 Dispute Resolution. Customer’s satisfaction is an important objective to Smartsupervisor in performing its obligations under this Software Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Software 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 toit.
12.18 Signatures. This Software 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 Software Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.
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