Effective Date: January 1, 2022
Non-legalese, Simple English Summary
- You subscribe to our services for a specific term as mentioned in the Order Form, and your subscription gets renewed automatically at the end of each term.
- You can upgrade or downgrade the level of our services at any time of your usage; however, Edistera does not refund any fees in that case.
- If you wish to cancel your account, notify us at least 30 days before the end of your term (via an email to email@example.com or through the Dashboard). Upon cancellation, your data is deleted from the servers hosted by Edistera.
- If you use our services, we can use your business logo on our websites for promotional purposes.
Terms of Service
This agreement is entered between Edistera Tech Private Limited, a company registered under Companies Act 2013 in India, having its registered office at C 1774, 1st Avenue, Gaur City, Noida Extension, Gautam Budh Nagar, UP -201301, India (hereinafter “Edistera” which expression, unless repugnant to the context hereof, shall mean and include its successors, subsidiaries and assigns) and the payer or/and the recipient of services hereunder identified as part of the subscription process for Edistera Services, hereinafter referred to as “Customer or You”.
Please understand that by accepting these terms of service, Customer represents and warrants that Customer is major and thus legally capable to enter into a contract and in case Customer is acting on behalf of some business entity, Customer is duly authorized to enter into an agreement on behalf of the entity Customer is representing. Customer also represents and warrants that Customer is not a competitor of Edistera.
Therefore, by clicking “I agree”, ordering, and/or using Edistera’s services, Customer agrees to be bound by all of the terms and conditions of this agreement (hereinafter referred to as the “Agreement”).
Now, Whereas Customer and Edistera (each a “Party” and collectively “Parties”) both hereby agree to the terms of service hereof, the Order Form, the Data Protection Addendum (collectively the “Other Agreements”) hereinafter mentioned, each such Other Agreements being an integral part hereof. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified:
- “Account” means the self-service account created by or on behalf of the Customer or its Agents on Edistera’s portal for using Edistera Services.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with Edistera or the Customer as the case may be. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Agent” means an individual/entity or organization (including those of a Customer Affiliate) authorized to use the Service(s) on behalf of the Customer through Customer’s Account as identified through a unique login.
- “Agreement” means this Master Service Agreement.
- “Confidential Information” means all information disclosed by either Party to the other which is in (i) tangible form and labeled “confidential”; or is (ii) information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the Party receiving it at the time of disclosure by the Party disclosing it; (b) was, or is, obtained by the Party receiving it from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving party without the use of the disclosing Party’s Confidential Information.
- “Customer” shall have the meaning ascribed to it in the Preamble hereto, along with its Affiliates or Agents authorized to use the Services on its behalf.
- “Customer Data” means electronic data and information submitted by or for the Customer to use the Services.
- “Dashboard” means the interface which can be used by the Customer to manage and review its usage of the Edistera Services.
- “Duration” means the period commencing on the start date mentioned in Order Form and ending on the end date mentioned in Order Form. Duration will include one or more Terms as per the Order Form.
- “Malicious Code” shall include code, files, scripts, agents or programs by whatever name which are intended, or otherwise likely to disrupt, damage, prejudice or gain unauthorized access to a computer system or otherwise adversely affect their recipient or computer systems or infrastructure they are accessed or installed on, including, without limitation, viruses, worms, time bombs, ransomware, spyware, adware, and trojan horses.
- “Order Form” means an ordering document or online order specifying the Services along with its features to be provided hereunder that is entered into between Customer and Edistera or any of their Affiliates, including any addendum thereto. By entering into the Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- “Property” shall mean a webpage, portal, mobile application, or platform owned or managed by the Customer on which the Services will be deployed.
- “Service” means the products and services more fully described herein that are selected by Customer under the Order Form or online purchasing portal and are agreed to be made available by Edistera hereby.
- “Term” means the initial term as well as subsequent renewal term/s as per the Order Form for the subscription of the applicable Services.
- “User” means the end-user of Customer’s Properties or platform.
- “Edistera Proprietary Material” means and includes software, algorithms, documentation, tools, techniques, methodologies or other material arising out of, or related to this Agreement, which is not Work Product. All such material is proprietary to Edistera.
- “Work Product” means such reports, documentation, files, media and other materials created and produced by Edistera exclusively for Customer in connection with the Services rendered hereunder and is marked or designated as such on such material.
2. Scope of Service
The Services shall include the Dashboard and Mobile App which Customer will be able to access after signing up for the Service. The Dashboard will enable the Customer to provision, customize, manage and the above is an indicative list of Services currently available from Edistera and may be modified to add/remove/edit or rebrand Services.
All Services are hosted on infrastructure managed by Edistera. In order to use and integrate the Services, Customers will be required to integrate the APIs which can be retrieved by the Customer from time to time through their Dashboard. Edistera may update the APIs from time to time and Customers are required to integrate and use the latest available versions of the APIs.
Subject to the terms hereof, Edistera will make available, from time to time, to the Customer the services (“Services”) mentioned in the Order Form mutually agreed between the Edistera and Customer. The Order Form will have details of the then-current subscription.
Edistera offers technical support for the Term and the Customer may avail of the same through Dashboard.
3. Right to Use Services
- Subject to the terms and conditions of this Agreement, [and during the currency of the Other Agreements], Edistera hereby grants a limited, revocable, non-exclusive, non-transferrable, non-sub licensable right to integrate the APIs with the Customer Properties solely as necessary to use the Services. This license is subject to the Customer not by act or omission, (i) copying, modifying, adapting, translating or otherwise creating derivative works of the APIs; (ii) reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the APIs, all except as expressly permitted by the law; (iii) renting, leasing, selling, assigning or otherwise transferring rights in or to the APIs; (iv) removing any proprietary notices or labels on the APIs; or (v) using, posting, transmitting or introducing any software which interferes or attempts to interfere with the operation of the APIs.
- Subject to the terms and conditions of this Agreement for the Term, Edistera grants Customer a worldwide, limited, non-exclusive and non-transferable right to access and use the Services as mentioned in Order Form, solely for Customer’s internal business purposes and only as expressly permitted in this Agreement.
4. Edistera’s Responsibilities, Representations, and Warranties
In providing support to the Customer for Services, Edistera agrees to:
- liaise with Customer on matters related to the use of, and the identification and resolution of errors in the Service, provided, however, that this shall not extend to the provision of training services;
- Utilize commercially reasonable efforts to rectify any reproducible errors for which Edistera is directly and solely responsible, and which have the data necessary to correct such errors is available to Edistera; or at Edistera’s discretion, provide Service credit to Customer equivalent to the remaining fees on pro-rata basis. Edistera to the abovementioned Service credit will be only for errors resulting solely from the malfunctioning of a Service provided by Edistera.
- In order for Edistera to correct the errors or provide Service credits, the Customer must notify Edistera in writing of such errors within 30 days of receipt of the Services believed to contain the errors.
- The above mentioned support and credits will be Customer’s sole remedy in relation to the provision of Services under this Agreement.
Edistera provides the Service “AS IS”. Customer expressly agrees that use of the Service is at the Customer’s sole risk. Edistera and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranty of merchantability, fitness for a particular purpose, and non-infringement. Customer hereby agree that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement.
5. Customer’s Responsibilities, Representations, and Warranties
Customer agrees to:
- provide all necessary data or other required materials or information to Edistera on schedule or in a timely manner to enable Edistera to provide it with access to the Services;
- ensure accuracy, legibility, and completeness of all data supplied to Edistera and be solely responsible for the results obtained from Customer’s use of any of the Services;
- control, and be responsible for the use of, Account information, user ids, and passwords related to the Services and, where required.
- Customer will be responsible for, and assumes the risk of any issues or problems resulting from its consumption of the Services including the content, accuracy, completeness, competence, or consistency of all programs, files, documentation, test data, sample output, or other information, resources, personnel used by Customer and for all activities that Customer conducts with the assistance of the Services.
Customer acknowledges that Edistera makes no representation, warranty, or assurance that Edistera’s software, and systems or the Services will be compatible with the Customer’s Properties, operations, equipment or software.
Customer representations: Customer represents and warrants to Edistera that:
- The information Customer has provided for the purpose of establishing an Account with Edistera is accurate;
- The Customer, its Properties and their operations has complied with, and will continue to comply with all applicable laws relating to the collection, storage, processing and transfer of information pertaining to natural persons, and rules made thereunder along with the relevant terms of any privacy policies or consents made available by the Customer, to its Users or any other persons using the Properties, or their products and services. This shall include, without limitation, providing Users with sufficient notice of the nature of the Services, data being collected through them, and obtaining adequate consents and permissions for the collection and use of information that may be collected on any Properties, or maintained on any server or Service hosted or provided by Edistera;
- Except for the personally identifiable information mentioned in -, Edistera shall not be liable for the collection, storage or processing of any personally identifiable information by Customer further to this Agreement, whether through Edistera Services or otherwise; and
- Customer is solely responsible for its data including, but not limited to: (a) any claims relating to Customer data; (b) any claims that Customer data infringes, misappropriates or otherwise violates the rights of any third party and shall indemnify Edistera to the extent of such claim or violation.
6. Intellectual Property Rights and Ownership
- Ownership: All Intellectual Property Rights, including any Software, owned by a party, its licensors or subcontractors as on the effective date of this Agreement shall continue to be owned by such party, its licensors or subcontractors and, except as expressly provided in this Agreement, the other party shall not acquire any right, title, or interest in or to such Intellectual Property Rights. Edistera shall own all rights, titles, and interests in and to any materials created or developed by Edistera or its subcontractors for its internal use or for assisting Customer in the provision of the Services including the Edistera Proprietary Material and Customer does not acquire any interest, right or title thereto.
- Work Product: Upon the compliance with its obligations (including those pertaining to payment) under this Agreement, Customer shall own all rights, titles, and interests in any Work Product.
- Customer Rights: The Work Product shall constitute work-made-for-hire belonging exclusively to the Customer. To the extent that any Work Product does not constitute a work-made-for-hire owned by the Customer, Edistera agrees to assign and transfer all of its right, title and interest in such Work Product to the Customer. The Customer retains the right to modify the Work Product or to merge the Work Product into other documents or other materials owned or utilized by the Customer. Edistera shall not be liable for any third-party claims, liability or disputes pertaining to intellectual property-related aspects of the Work Product.
- The license of Customer Software and Intellectual Property: Customer agrees to grant to Edistera, solely for debugging and troubleshooting of Services by Edistera’s support team, access to any tool or application used by Customer to help in the resolution of the issue. Customer represents and warrants that: (a) Customer is either the owner of such Intellectual Property Rights or Software or is authorized by its owner to include it under this Agreement; and (b) Edistera has the right during the Duration to use such Intellectual Property Rights and Software for the purpose of providing the Services to Customer as contemplated by this Agreement.
7. Service Usage Restrictions
Customer will not:
- Make any Service or content available to anyone other than Customer or Agents, or use any Service or content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in the Order Form;
- sell, resell, license, sublicense, distribute, make available, rent or lease any Service; use Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
- use the Service to store or transmit Malicious Code; interfere with or disrupt the integrity or performance of Services;
- attempt to gain unauthorized access to any Service or its related systems or networks, permit direct or indirect access to or use of any Services in a way that circumvents their intended usage, or a contractual usage limit, or use any Services to access or use any of Edistera intellectual property except as permitted under this Agreement or the Order Form;
- modify, copy, or create derivative works based on the Service or any part, feature, function or user interface thereof, copy content except as permitted herein or in the Order Form; and
- except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to:
i. build a competitive product or service;
ii. build a product or service using similar ideas, features, functions or graphics of the Service, and
iii. copy any ideas, features, functions or graphics of the Service.
8. Data Security & Privacy
Information Security Policy: Edistera will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, integrity, and privacy of Customer Data. These safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or its Agents).
9. Term, Termination, and Suspension of Service
- Term: This agreement is effective as per the Duration of the Order Form.
- Renewal of Term: This Agreement shall automatically renew for additional, successive renewal term(s) if mentioned in the Order Form. The renewal will be on the terms and conditions agreed herein unless either party gives the other written notice of non-renewal as per Clause 9(c) below.
- Notice for Non-Renewal: Either party may provide written notice of its intent to not renew at least thirty (30) days prior to the end of the then-current Term. Customer may send the notice of non-renewal by email to firstname.lastname@example.org or use the cancellation option within the Dashboard.
- Termination by Customer: Customer may terminate this Agreement or any applicable Order Form before the end of the Term without liability (except for amounts due for Services provided up to the effective date of termination) if Edistera: i. Fails to provide the Services in accordance with the terms of this Agreement, such failure causes material harm to Customer and Edistera does not cure the failure within 30 days of receipt of the notice in writing from Customer describing the failure, in reasonable details.
- Termination / Suspension by Edistera: Edistera may terminate this Agreement and any applicable Order Form or suspend the Services before the end of the Term without liability:
i. On 30 days’ notice to Customer, if Customer is overdue on the payment of any amount due under the agreed Order Form;
ii. if Customer materially violates any other provision of this Agreement and fails to cure the violation within 30 days’ notice in writing from Edistera describing the violation in reasonable detail;
iii. Immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws; and
iv. Immediately on written notice upon Edistera being of the reasonable opinion that Customer’s use of the Services violates any applicable law, rule or regulation.
- During suspension: The Customer will not be able to access the Services. Edistera will use commercially reasonable efforts to give Customer advance written notice of the suspension of Service unless law enforcement or governmental agency directs otherwise or suspension without notice is necessary to protect Edistera or its other customers.
- Following termination: It is agreed that in case of termination of this Agreement or the Order Form, all the rights and licenses granted to the Customer under this Agreement shall cease to exist and Customer must immediately stop using the Services and infrastructure. Except as mentioned in Clause 9(d), the fees owed to Edistera as per this Agreement will not be canceled or waived. Customer’s data and Account settings shall be irrevocably deleted between 45 to 90 days from the date of termination. It shall be Customer’s exclusive responsibility to secure all necessary data from Customer’s Account prior to termination.
ii. Materially violates any other provision of this Agreement and fails to cure the violation within 30 days of receipt of the notice in writing from Customer describing the violation in reasonable details
iii. event that this Agreement is terminated pursuant to this Clause, Edistera will refund the fees paid to it for the remainder of the Term after the effective date of termination.
10. Fees, Billing, Taxes, and Charges
- Fees: The fees set forth in the Order Form shall be effective for the Term. In case of renewal of Term, change in Order Form or a new Order Form, the fee will be as per the then applicable pricing of Services. Customer agrees that:
i. Fee is based on Services subscriptions purchased and not actual usage of the Service,
ii. payment obligations are binding, and fee paid is non-refundable, and
iii. no refund is allowed for downgrade of subscription mentioned in an active Order Form.
- Billing and Payment Arrangements: For payment, Edistera shall provide an electronic invoice to the Customer. Customer may view and print an invoice for Customer’s Account. Edistera will bill Customer upon execution of this Agreement at the fee set forth in Order Form on the date mentioned in the Order Form on a frequency mutually agreed in the Order Form for all recurring fees. If Customer fails to pay the fee within the time frame mentioned in the Order Form, 1.5% interest charge per month or the maximum rate permitted by law, whichever is lower, will be assessed on the unpaid amount after the due date as a late fee. The Customer acknowledges and agrees that the late fee represents a genuine pre-estimate of the possible damage that Edistera will suffer in the event of non-payment and/or delayed payment of the fees by the Customer. For recurring fees, no refund or adjustment for plan downgrades, upgrades, or elimination of plan features within the current billing period shall be issued. Invoices/payments are irrevocably deemed final and accepted by Customer unless disputed or sought clarification before subscribing to the Service.
- Payment by Credit Card/Wire Transfer/Cheque: If Customer is paying by credit card, the Customer shall at all times provide and keep current and updated Customer’s contact, credit card, if applicable, and billing information on the Dashboard. Customer authorizes Edistera to charge the Customer credit card or bank account for all fees payable at the beginning of the Term and all subsequent billing periods, including upgrades. Customer further authorizes Edistera to use a third party to process payments and invoicing and consents to the disclosure of Customer payment information to such third party. The collection, use and processing of the information would be in accordance with Clause 10.
- Taxes: Customer acknowledges that all applicable taxes, duties, or government levies whatsoever are not included in the fees and expenses charged under this Agreement. Customer will make timely payment of all such taxes, duties, or government levies related to this Agreement.
11. Limitation of Liability
- Edistera and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, loss of data, violation of data protection law and the like, that result from the use or inability to use the Service or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether Edistera has been advised of such damages or their possibility.
- Notwithstanding anything to the contrary in this Agreement, Edistera’s aggregate liability under or in connection with the Agreement, whether arising from contract, negligence, tort, data protection law or otherwise, shall in any event not exceed the amount paid by Customer under the Agreement in preceding 12 calendar months.
- Edistera will not use any of Customer’s Confidential Information except in connection with the performance of the Services or the exercise of its rights under this Agreement and will take all reasonable precautions to maintain the confidentiality of Customer’s Confidential Information and to prevent the unauthorized disclosure to others of the Confidential Information. Edistera shall implement industry-standard security procedures such as appropriate firewall, encryption, and access security measures to safeguard the Confidential Information.
- Edistera will only disclose the Confidential Information to those of its employees and permitted agents and subcontractors who have a need to know and require access to the Confidential Information as may be reasonably necessary for the exercise of Edistera’s rights and performance of the Services under this Agreement. Notwithstanding anything to the contrary in this Agreement, Edistera will not be required to keep confidential and may use or license without restriction, any ideas, concepts, know-how, or techniques related to information processing which are developed by Edistera in the performance of Services.
- Notwithstanding the foregoing, Edistera shall be permitted to:
i. Monitor Customer’s use of the Services.
ii. Report to the appropriate authorities any conduct by Customer (or Customer’s customers or end-users) that Edistera reasonably believes violates any applicable law.
iii. Provide any information, including the Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from law enforcement or government agency or order of a court of competent jurisdiction
iv. Disclose Customer’s name with its other customers as a reference or as part of case studies and testimonials that Edistera is providing the Services to Customer at such places as Edistera may deem fit.
Parties shall indemnify, defend, and hold harmless each other (and their subsidiaries, affiliates, officers, employees, agents, partners, mandatories, vendors, and licensors) of any; and all claims (including third-party claims) arising as a result of or in relation to any breach of this Agreement or fault by the other party. Customer shall indemnify Edistera in relation to any activities conducted by Customer through the Services including any claims arising in relation to the Properties, Users or information collected from Users by Customers.
14. Modification of Agreement
Edistera may update, amend, modify, or supplement the terms and conditions of this Agreement from time to time and will notify Customer regarding the same. If at any time Customer does not agree with any amendment, modification or supplement to the terms and conditions of this Agreement, Customer may terminate this Agreement for convenience within 15 days of receipt of notice of the change and seek refund as per Clause 9 (d) (Term, Termination, and Suspension of Service). Customer’s continued use of Customer’s account and/or the services after the notice period will be conclusively deemed as acceptance by Customer of any such modifications or amendments.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. Customer agrees, in the event, any claim or suit is brought in connection with this Agreement, it shall be brought to the exclusive jurisdiction and venue of the courts of Delhi, India. In any action to enforce this Agreement, including, without limitation, any action by Edistera for the recovery of fees due hereunder, Customer shall pay reasonable attorneys’ fees and costs in connection with such action.
In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement; and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
No waiver by Edistera of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.
Neither party may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the other party, which shall not be unreasonably be withheld; provided that Edistera may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part: (i) to an affiliate of Edistera; or (ii) in connection with a merger, amalgamation or sale of all or a substantial part of the business of Edistera, which assignments and/or transfers shall operate novation and discharge Edistera hereunder. A change of control of Customer shall be deemed to be an assignment and transfer hereunder and will be governed by the requirements of this provision.
19. Free Trial
If a Customer registers for a free trial of the Services, Edistera will make the Services available on a trial basis and free of charge to the Customer until the earlier of:
- the end of the free trial period or the start date of Customer’s paid subscription.
- If Edistera includes additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period,
i. the Services are provided “as is” and without warranty of any kind,
ii. Edistera may suspend, limit, or terminate the Services for any reason at any time without notice, and
iii. Edistera will not be liable to Customer for damages of any kind related to Customer’s use of the Services. Unless Customer subscribes to the Services before the end of the free trial, all of Customer’s data on the Service may be permanently deleted at the end of the trial and Edistera may not be able to recover it.
20. Beta Services
- Edistera may from time to time make available to its Customers, several Services which are in the beta phase. Edistera will clearly highlight beta features in its Services to clearly differentiate them from the rest of the features. If Customer wishes to use such beta Services, this Clause will govern the use of such beta Services.
- Edistera grants Customer a non-exclusive, non-transferable right to use the beta Services for a period designated by Edistera for the purpose of testing and evaluation of such beta Service by providing Edistera with early feedback on the performance of beta Service, identification of any defects, reporting of any bugs, usability of beta Service, and ideas for improvement of beta Services.
- It is hereby clarified that the beta Services may contain bugs, errors, omissions, and other problems; and Edistera will not provide any support and maintenance for its beta Services. Customer hereby understands and accepts that any risk or damages arising out of the use or performance of the Edistera beta Services will be Customer’s responsibility.
- The beta Services may not operate correctly and may be substantially modified prior to first commercial availability or may be withdrawn at any time. Although Edistera will make best possible efforts to intimate users of beta Services about any modification or termination of the beta Services ahead of time, Edistera reserves the right to modify or terminate the beta Services and Customers access to the beta Services for any reason, without notice, at any time, and without any liability to Customer. Once the beta Services are terminated, Edistera will not be obliged to provide continued access to data collected during the testing period. However, Edistera shall delete the data collected during the beta phase upon receipt of a written request for deletion of such data by Customer.
- Right to use the logo: Customer agrees to let Edistera use their organization’s logo in Edistera’s customer list and at other places including but not limited to its website and promotional materials including the press release. This Clause will survive expiry or termination of this Agreement.
- Independent Contractors: The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
- Force Majeure: The parties shall not be liable for any default or non-performance of obligations under the Agreement if such default or non-performance of obligations is caused by a Force Majeure Event. In the event of any intervening Force Majeure Event, the party so affected shall notify the other party, in writing, of such circumstances and the cause thereof, within 15 (fifteen) calendar days. Unless otherwise directed by the other party, the party pleading force majeure shall continue to render, perform or discharge other obligations as far as they can be reasonably fulfilled, and shall seek all alternative means for performance affected by the Force Majeure Event. In the event the delay continues for a period of more than 3 (three) months, the parties shall consult one-another in an endeavor to find a solution to the problem, failing which the Agreement (or the relevant part thereof) may be duly terminated in accordance with the procedure provided in this Agreement.
- Third-Party Liability: Edistera shall not be liable for the actions of any third-party including, but not limited to, website hosting providers, server providers due to which the Services may be interrupted or user’s access to Dashboard may be affected.