Master SaaS Agreement - Zithara.AI

1.1Affiliates means any corporation, partnership, or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition 'control' means the direct possession of a majority of the outstanding voting securities of an entity.

1.2Aggregate Data means (a) data generated by aggregating Customer Data with other data so that the results cannot be associated with Customer and/or (b) any de-identified data and learnings regarding Customer's use of the Services.

1.3Company Data means all data and information made available by Company to Customer through the Subscription Services, excluding Customer Data and Company's Confidential Information.

1.4Confidential Information has the meaning given to it in Section 4.1.

1.5Customer Data means any content, data, information or other materials that Customer provides, uploads, or inputs into the Subscription Services.

1.6Documentation means the end user technical documentation provided with the Subscription Services.

1.7Order Form means any document that sets forth the services, fees, and other terms agreed between the Parties.

1.8Subscription Services means the services described in the applicable Order Form.

1.9User means an individual who is authorized by Customer to use the Subscription Services.

2.1Company will provide the Subscription Services as outlined in the applicable Order Form.

2.2Customer will cooperate with Company as reasonably required to facilitate delivery of the Subscription Services.

2.3Customer is responsible for ensuring that Users comply with the terms of this Agreement.

3.1Customer will pay the fees set forth in each applicable Order Form.

3.2All fees are non-refundable and exclusive of taxes, unless otherwise stated.

3.3Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.4Customer shall be responsible for any collection costs incurred by Company for overdue amounts.

4.1Each Party agrees to keep confidential all Confidential Information of the other Party and to use it solely to fulfill its obligations under this Agreement.

4.2Confidential Information does not include information that is public, known to the receiving Party prior to disclosure, independently developed, or lawfully received from a third party.

4.3The receiving Party may disclose Confidential Information if required by law, provided it gives the disclosing Party prompt notice and cooperates in seeking a protective order.

5.1Company retains all right, title, and interest in and to the Subscription Services, including any enhancements, modifications, or derivatives.

5.2Customer shall not acquire any rights in the Subscription Services except as expressly granted in this Agreement.

5.3Customer retains ownership of all Customer Data provided to Company.

6.1Customer retains all rights to Customer Data.

6.2Company may use Aggregate Data for internal business purposes such as improving its services, provided such data does not identify Customer or its Users.

6.3Company will not use Customer Data for any purpose other than to provide the services, except as permitted by this Agreement or required by law.

7.1Each Party represents that it has the legal power and authority to enter into this Agreement.

7.2Company represents that the Subscription Services will materially conform to the applicable documentation.

7.3EXCEPT AS EXPRESSLY PROVIDED, THE SUBSCRIPTION SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

7.4Company does not warrant that the Subscription Services will be error-free or uninterrupted.

8.1Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages.

8.2Each Party's total liability under this Agreement shall not exceed the amount paid by Customer to Company under the applicable Order Form in the twelve (12) months preceding the claim.

8.3These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy.

9.1This Agreement begins on the Effective Date and continues until terminated as provided herein.

9.2Either Party may terminate this Agreement for cause with 30 days’ written notice if the other Party materially breaches and fails to cure.

9.3Upon termination, all rights and obligations will cease except for those that by their nature should survive (e.g., confidentiality, payment obligations).

10.1This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.

10.2This Agreement may be amended only in writing signed by both Parties.

10.3Neither Party may assign this Agreement without prior written consent, except in connection with a merger or sale of all or substantially all of its assets.

10.4If any provision of this Agreement is found to be unenforceable, the remainder shall remain in full force and effect.

10.5This Agreement is governed by the laws of India, and the courts of Hyderabad shall have exclusive jurisdiction.