Last Updated: February 20, 2025
This Master Subscription Agreement (this "Agreement") is entered into by and between the organization ("Customer") identified on the order form, online purchase confirmation, or other ordering document entered into by the parties and referencing this Agreement (the "Order Form") and UnleashX Private Limited ("UnleashX") (Customer and UnleashX each, a "party" and collectively, the "parties") and sets forth the terms and conditions under which Customer subscribes to or uses UnleashX's products and services described in the Order Form. The Order Form incorporates this Agreement and is effective as of the date Customer agrees to it (the "Effective Date"). The individual who signs, clicks through, or otherwise agrees to the Order Form binds Customer to the terms and conditions of the Order Form and this Agreement and has been duly authorized by Customer to do so.
UNLEASHX SERVICES
Provision of Products and Services
Subject to the terms and conditions of this Agreement, UnleashX will provide Customer with access to and use of the online software-as-a-service products and services, and such other products and services, as set forth on an applicable Order Form (collectively, "Services") for the applicable Service Term (defined below). Customer may access and use the Services on a non-exclusive and non-transferrable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, the applicable Order Form, and any end user documentation provided by UnleashX for such Services, including the UnleashX-provided information available from the UnleashX Help Center at https://support.unleashx.ai ("Documentation"). Each Order Form is hereby incorporated into, and is fully governed by, this Agreement upon execution of the Order Form.
UnleashX Components
Customer may choose to use downloadable software, agents, SDKs, APIs, or other code provided by UnleashX in connection with the Services ("UnleashX Components"). UnleashX grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the UnleashX Components during the applicable Service Term (defined below) solely as reasonably necessary for Customer's use of the Services in accordance with this Agreement. UnleashX Components are Services within the meaning of this Agreement.
Professional Services
UnleashX and Customer may enter into an Order Form or mutually agreed statement of work ("SOW") under this Agreement for the provision of implementation, configuration, integration, advisory, or other professional services ("Professional Services"). The nature and scope of such Professional Services, and the fees for such Professional Services, shall be set forth in such Order Form or SOW. Professional Services are Services within the meaning of this Agreement, except to the extent the Professional Services are provided by a third party (a "Services Partner"), in which case: (i) Customer shall be responsible for ensuring the Services Partner complies with Customer's procedures, standards, and policies; and (ii) UnleashX shall not have any liability with respect to such Professional Services.
Permitted Users
"Permitted Users" means employees, independent contractors, and consultants, and other persons associated with Customer or its Affiliates (defined below) who access or use the Services through Customer's account or pursuant to an Order Form signed by Customer. Customer permits its Permitted Users to access and use the Services in accordance with this Agreement and the applicable Order Form. Customer shall be responsible for the acts and omissions of each Permitted User. Customer shall require that all Permitted Users keep user ID and password information used to access the Services strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer's, and Customer's Permitted Users', accounts and passwords.
Use by Affiliates
"Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, "control" means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity. Each of Customer's Affiliates may access and use the Services in accordance with this Agreement by entering into an Order Form with UnleashX directly that explicitly references and is subject to the terms of this Agreement. For purposes of any such Order Form, the term Customer, as used in this Agreement, shall mean the Affiliate who entered into the Order Form.
Acceptable Use and Usage Restrictions
Customer will comply with, and will ensure its Permitted Users comply with, UnleashX's Acceptable Use Policy at https://unleashx.ai/aup ("AUP"), which is incorporated herein by reference. UnleashX reserves the right to suspend access to the Services by any Permitted User whom UnleashX reasonably suspects is in violation of the AUP. UnleashX will work with Customer in good faith to investigate and resolve each such suspected violation and use commercially reasonable efforts to notify Customer ahead of such suspension, except in emergency situations.
Service Level Agreement
UnleashX will provide the Services in accordance with the availability, service credit, and other terms set forth in UnleashX's Service Level Agreement at https://unleashx.ai/sla ("SLA"), which is incorporated herein by reference.
Product Trials
UnleashX, in its sole discretion, may make available to Customer certain product features on a trial basis, and such trial may be designated by UnleashX as an alpha, a beta, a pilot, a limited release, limited availability, a test period, a preview, an evaluation, or another similar term ("Product Trial"). Customer may elect to participate in a Product Trial, subject to any additional terms and conditions made available by UnleashX. Customer acknowledges that product features made available to Customer as part of a Product Trial ("Trial Features") are not considered part of the Services and may contain bugs, errors, or omissions. Trial Features might never be made available for general use, and UnleashX may discontinue Trial Features, or revoke Customer's access to Trial Features, at any time, which may have the effect of making Customer Data inaccessible to Customer. TRIAL FEATURES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS, AND ARE NOT SUBJECT TO THE SLA OR ANY OTHER SERVICE OR SUPPORT COMMITMENTS.
UnleashX AI
"UnleashX AI" means the features and functionality of the Services made available to Customer that utilize generative artificial intelligence models. Customer and its Permitted Users' use of UnleashX AI will be subject to this Agreement and the UnleashX AI Terms at https://www.unleashx.ai/ai-terms ("AI Terms"), which are incorporated herein by reference.
Purchasing through an UnleashX Partner
Purchases of Services through a reseller, distributor, or other partner of UnleashX ("UnleashX Partner") will be made through a separate agreement or ordering document between Customer and the UnleashX Partner ("Partner Sales Agreement"), which shall address, as between Customer and such UnleashX Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Partner Sales Agreement is not binding on UnleashX, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the UnleashX Partner. In the event of any conflict between this Agreement and any Partner Sales Agreement, this Agreement shall govern as between UnleashX and Customer.
CUSTOMER DATA
Definition
"Customer Data" means information, data, and other content that is uploaded by Customer to, or otherwise received directly or indirectly from Customer (including from a Permitted User on Customer's behalf) by or through, the Services, or provided by Customer to UnleashX to input into the Services. If Customer enables UnleashX AI, then Customer Data also includes "Output" within the meaning of the AI Terms. For clarity, Customer Data does not include Usage Data (defined below).
Limited License to Customer Data
As between the parties, Customer shall retain all right, title, and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to UnleashX a non-exclusive, worldwide, fully paid-up, royalty-free, limited-term license to use, copy, store, transmit, modify, and display the Customer Data in order to: (a) provide, maintain, improve, or optimize use of the Services; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice). For clarity, Customer Data is not used to train any generative artificial intelligence models used to provide UnleashX AI.
EXTENSIONS AND THIRD-PARTY SERVICES
Extension Development
Customer or its Permitted Users may elect, in their discretion, to develop, test, or support Customer-developed or third-party-developed applications or extensions (collectively, "Extensions") that integrate with the Services (e.g., an Extension from the UnleashX Marketplace at https://unleashx.ai/marketplace ("Marketplace Extension")). This Agreement does not apply to any such Extension development, which shall instead be subject to Section 4 (Developers) of UnleashX's Terms of Service at https://unleashx.ai/tos.
Third-Party Services
Customer may be able to access and use certain optional third-party services through or with its use of the Services (e.g., Marketplace Extensions, or another third-party service that integrates with UnleashX or uses UnleashX's APIs) ("Third-Party Services"), subject to the third-party provider's applicable terms and conditions. The Services do not require any Third-Party Services for operation, and Customer is under no obligation to use any Third-Party Services. UnleashX does not endorse, and is not and will not be responsible or liable for, any Third-Party Services, nor for any act or omission of any provider of Third-Party Services, nor for any act or omission of any Permitted User in connection with any Third-Party Services. UnleashX does not warrant or provide direct support for Third-Party Services. CUSTOMER EXPRESSLY RELIEVES UNLEASHX FROM ANY AND ALL LIABILITY ARISING FROM CUSTOMER'S USE OF THIRD-PARTY SERVICES.
OWNERSHIP
General Ownership
No intellectual property rights are assigned or transferred to Customer under this Agreement. Customer is obtaining only a limited right to access and use the Services. UnleashX or its suppliers own and retain all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to: (a) the Services, the Documentation, and any and all related and underlying technology, documentation, and other information; (b) any intellectual property it develops hereunder; and (c) any derivatives of any of the foregoing (individually and collectively, "UnleashX Technology"). For clarity, Customer retains all rights in Customer Data.
Feedback
In the event Customer provides UnleashX with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Services ("Feedback"), UnleashX shall own such Feedback (but not any Confidential Information of Customer or Customer Data contained within Feedback) and shall be free to use and exploit the Feedback without payment, attribution, or restriction.
Usage Data
UnleashX shall have the right to collect and analyze data and other information regarding Customer's use of the Services, including access, usage patterns, and performance; and UnleashX shall be free (during and after expiration of this Agreement) to use such data and information for its internal business purposes, such as analytics, quality assurance, product and service development and improvement, and churn rate and service level analysis (collectively, "Usage Data"). For clarity, Usage Data does not include Customer Data.
FEES AND PAYMENT
Payment Terms
Customer will pay all fees specified in the applicable Order Form. Except as otherwise set forth in the applicable Order Form: (a) all fees shall be due and payable in advance at the start of the applicable Service Term and non-refundable, except as expressly set forth in Sections 6.4, 7.1 and 8.1; and (b) quantities purchased cannot be decreased during the applicable Service Term. Customer is required to pay any Goods and Services Tax (GST), value-added tax, withholding tax, or similar taxes or levies, whether domestic or foreign, associated with the Services, other than taxes based on the income of UnleashX. All payments shall be made in Indian Rupees (INR) unless otherwise specified in the Order Form. Unpaid fees are subject to a service charge of 18% per annum or the maximum amount permitted by law, whichever is lower.
Suspension of Service
If Customer's account is fifteen (15) days or more overdue, in addition to any of its other rights or remedies, UnleashX reserves the right to suspend Customer's access to the applicable Services, without liability to Customer, until promptly after such amounts are paid in full, provided that, prior to any such suspension, UnleashX shall provide notice to Customer and afford Customer a reasonable opportunity (at least three (3) business days) to pay such amounts in full.
TERM AND TERMINATION
Term
This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below. Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the "Service Term"). If no term is stated on an Order Form, the Service Term for such Order Form is one (1) year.
Termination
Either party may terminate this Agreement with at least fifteen (15) days' prior written notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement if the other party: (a) materially breaches the Agreement and such breach is incapable of cure, or with respect to a breach capable of cure (including a failure to pay fees), the breaching party does not cure such breach within thirty (30) days after receiving written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate, and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within sixty (60) days thereafter. Termination of this Agreement will automatically terminate all Order Forms.
Effect of Termination
Upon the expiration or termination of this Agreement: (a) Customer shall immediately cease any and all use of and access to the Services; and (b) each party will return to the other party (or destroy) such other party's Confidential Information upon request. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
Refund or Payment upon Termination for Material Breach
If Customer terminates this Agreement in accordance with Section 6.2(a), then UnleashX will refund to Customer any prepaid, unused fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. If UnleashX terminates this Agreement in accordance with Section 6.2(a), Customer will pay to UnleashX any unpaid fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. In no event will any termination relieve Customer of the obligation to pay any fees payable to UnleashX for the period prior to the effective date of termination. For the avoidance of doubt, prepaid fees shall be deemed consumed on a per diem basis over the applicable Service Term.
Customer Data
At any time before or within thirty (30) days after termination or expiration of this Agreement, Customer may download Customer Data directly from the Services. Upon request by Customer at the expiration or termination of the Service Term, subject to applicable legal requirements, UnleashX shall cause all Customer Data to be removed from UnleashX's systems, applications, databases, and servers (including, without limitation, as backups and/or archives) within ninety (90) days of such request. UnleashX shall not be responsible or liable for any adverse impact on Customer's use of the Services caused by Customer's deletion of Customer Data during the Service Term. To the extent UnleashX retains any Customer Data subject to applicable legal requirements, UnleashX shall implement and maintain reasonable and appropriate measures to ensure that all such retained Customer Data is: (a) segregated; (b) secured in a manner consistent with Sections 11 and 12 of this Agreement; and (c) not accessed, used, shared, disclosed, or otherwise processed except as required to comply with such applicable legal requirements for which the Customer Data is retained.
Survival
The following Sections shall survive any expiration or termination of this Agreement: 1.6, 2, 3, 4, 5.1, 6, 7.3, 8, 9, 10, 12, and 15.
WARRANTIES AND DISCLAIMER
UnleashX Warranty
UnleashX warrants that it will provide the Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form. UnleashX's entire liability (and Customer's sole and exclusive remedy) for any breach of this warranty shall be, in UnleashX's sole and reasonable discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if UnleashX determines such remedy to be impracticable, to allow Customer to terminate the Order Form for any portion of the Services affected by such breach and receive as its sole remedy and UnleashX's entire liability, a refund of any unused fees prepaid by Customer for use of the Services that it has not received as of the date of the warranty claim. The warranty set forth in this Section shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which Customer first becomes aware of the non-conforming condition; (b) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services; or (c) to Trial Features or other Services provided on a no-charge or evaluation basis.
Customer Warranties
Customer warrants that: (a) Customer's use of the Services and all Customer Data is and will at all times be compliant with Customer's privacy policies and all applicable local, state, federal, and international laws, regulations, and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data; (b) Customer has sufficient rights in the Customer Data to grant the rights granted to UnleashX in Section 2.2; and (c) the Customer Data does not infringe upon, misappropriate, or otherwise violate the rights of any third party.
Warranty Disclaimer
EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLEASHX AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF COMPLIANCE WITH LAWS, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION
Indemnification by UnleashX
UnleashX shall defend Customer from and against any claims by a third party alleging that the Services, when used in accordance with the terms of this Agreement, infringe a patent, copyright, or trademark, and will indemnify and hold harmless Customer from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) resulting from such claim. If Customer's use of any Services is, or in UnleashX's opinion is likely to be, enjoined or subject to a claim for infringement, or if required by settlement, UnleashX may, in its sole and reasonable discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Services; or, if (a) and (b) are commercially impracticable in UnleashX's sole judgment, (c) terminate the applicable Order Form or this Agreement and refund to Customer any unused fees prepaid by Customer for the terminated period. Notwithstanding the foregoing, UnleashX shall have no liability under this Section, and no obligation to indemnify Customer, for any claim to the extent it arises from: (i) any modification of the Services other than by UnleashX or explicitly permitted by UnleashX; (ii) access to or use of the Services in combination with any materials or services not provided by UnleashX or specified in the Documentation; (iii) Customer's breach of this Agreement, or use of the Services in breach of this Agreement or in violation of applicable law; (iv) Customer Data; or (v) Customer's fraud or willful misconduct. THIS SECTION 8.1 SETS FORTH UNLEASHX'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Indemnification by Customer
Customer shall defend UnleashX from and against any claims by a third party arising from or relating to (a) Customer Data or (b) Customer's use of the Services in breach of Section 1.6 (Acceptable Use and Usage Restrictions), and will indemnify and hold harmless UnleashX from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) resulting from such claim; provided, however, that Customer shall have no liability under this Section, and no obligation to indemnify UnleashX, for any claim to the extent it arises from UnleashX's breach of this Agreement.
Indemnification Procedures
If a party entitled to indemnification becomes aware of any indemnifiable claim, the indemnified party will provide the indemnifying party with: (a) prompt written notice of such claim such that the indemnifying party has sufficient time to respond without material prejudice; (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim (as long as such settlement releases the indemnified party from any and all liability); and (c) all reasonable cooperation assisting the indemnifying party's investigation, defense, and settlement of such matter requested by the indemnifying party.
LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION): (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO UNLEASHX OR TO AN UNLEASHX PARTNER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE, PROVIDED THAT THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE.
CONFIDENTIAL INFORMATION
Definition
"Confidential Information" means information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary, including Confidential Information disclosed prior to the Effective Date. All UnleashX Technology, performance information relating to the Services, and the terms and conditions of this Agreement and each Order Form (including the fees and pricing information) shall be deemed Confidential Information of UnleashX without any marking or further designation. Notwithstanding anything in this Agreement, Confidential Information does not include information that the Recipient already lawfully knew, becomes public through no fault of the Recipient, was independently developed by the Recipient without any reference to or use of Confidential Information, or was rightfully obtained by the Recipient from a third party.
Obligations
The Recipient will use reasonable care to protect the Discloser's Confidential Information, and will use the Discloser's Confidential Information only for its internal business purposes, to exercise its rights and fulfill its obligations under the Agreement (including, in UnleashX's case, to provide the Services to Customer), and to explore potential business transactions with the Discloser. The Recipient will not disclose Confidential Information except to its Affiliates, employees, agents, professional advisors, and contractors ("Representatives") who need to know it and have agreed in writing to keep it confidential. The Recipient will ensure that its Representatives are subject to confidentiality obligations that are no less restrictive than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information: (a) if directed to do so by the Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser's reasonable efforts to obtain confidential treatment. With respect to each Order Form, the obligations set forth in this Section will survive for the duration of the Service Term set forth therein and three (3) years following the expiration or termination thereof. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the Discloser may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
SECURITY
UnleashX Security Measures
UnleashX has implemented and will maintain appropriate physical, technical, and administrative safeguards to protect the security and integrity of the Services and Customer Data as described in UnleashX's Information Security Standards at https://unleashx.ai/information-security-standards ("Security Standards"), which are incorporated herein by reference. UnleashX has established and maintains sufficient controls to meet certification and attestation for the objectives stated in ISO 27001 and ISO 27701 (or equivalent standards) with respect to the Services. Upon Customer's written request (email to suffice), UnleashX will provide to Customer for review a copy of its then-current ISO 27001 and ISO 27701 certificates, which shall be considered UnleashX's Confidential Information.
Two-Factor Authentication
The Services support log-in using two-factor authentication ("2FA"), which is known to materially reduce the risk of unauthorized use of or access to the Services. Accordingly, notwithstanding anything to the contrary, UnleashX will not be responsible for any damages, losses, or liability to Customer, Permitted Users, or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.
DATA PROCESSING
UnleashX uses certain "personal data," "personal information," or "sensitive data" (as defined in applicable Indian data protection laws including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and any successor legislation) ("Personal Data") to operate, develop and improve the Services, as detailed in UnleashX's privacy policy at https://unleashx.ai/privacy. For Customer Data constituting Personal Data that UnleashX processes to provide the Services, the parties agree to comply with the provisions of any Data Processing Addendum between them ("DPA"). Customer may access and execute a DPA by filling out the form accessible from https://unleashx.ai/dpaform. In the event of any conflict between UnleashX's privacy policy and a DPA, the DPA shall govern.
COMPLIANCE WITH LAWS
General Compliance
UnleashX shall comply with any Indian laws and regulations to the extent applicable to UnleashX's provision of the Services to its customers generally (i.e., without regard for Customer's particular use of the Services), as well as any laws and regulations applicable to this Agreement under, and subject to, the terms of any DPA. For clarity, UnleashX shall not be responsible for Customer's compliance with any laws and regulations specific to Customer or its industry.
Anti-Corruption and Bribery
Neither party has received or been offered, directly or indirectly, any illegal or improper bribe, kickback, payment, gift, or other thing of value from an employee or agent of the other party in connection with this Agreement, other than reasonable and customary gifts and entertainment provided in the ordinary course of business. Moreover, neither party will take any action that would cause either party to be in violation of any anti-bribery or anti-corruption laws, including without limitation the Prevention of Corruption Act, 1988, the Indian Penal Code, 1860, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-bribery or anti-corruption law or regulation.
Export and Sanctions Compliance
Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. State Department, and applicable Indian laws and regulations including the Foreign Trade (Development and Regulation) Act, 1992. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is: (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity; or (b) located within or a resident of, or a segment of the government of, any country or territory for which applicable sanctions laws prohibit business transactions.
Data Localization
UnleashX shall comply with all applicable data localization requirements under Indian law and shall ensure that Customer Data, particularly sensitive personal data as defined under Indian law, is stored and processed on servers physically located within India unless otherwise agreed and permitted by applicable law.
PUBLICITY
Except as otherwise agreed in writing (email to suffice), neither party may use the other party's name, logo, trademarks, designs, service marks, or other brand assets ("Marks") without such party's written approval in each case, except that UnleashX may identify Customer as an UnleashX customer, and may include Customer's name and logo, on UnleashX's website, in press releases or statements to the media, and in marketing and promotional materials, in each case in accordance with any branding guidelines provided by Customer. Customer may opt out of such use of its name and logo by emailing UnleashX at support@unleashx.ai at any time. Any use by Customer of UnleashX's Marks is subject to UnleashX's Trademark Guidelines at https://unleashx.ai/trademark-guidelines.
GENERAL TERMS
Assignment
This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and its rights and obligations hereunder without consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of government (including legislation, regulation, or other act of government rendering some or all of Customer's use of the Services unlawful, in UnleashX's reasonable discretion), epidemic, pandemic, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services (each, a "Force Majeure Event"). For clarity, this provision does not relieve Customer of its obligation to pay fees for services provided by UnleashX that are unaffected by a Force Majeure Event.
Independent Contractors
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
Severability
If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by the laws of India without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Subject to the arbitration provisions below, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction to entertain any suits or proceedings arising out of this Agreement. Any dispute arising under this Agreement shall be finally settled in binding arbitration. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time). The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties, or failing such agreement, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English, and the seat and venue of arbitration shall be Bengaluru, Karnataka, India.