License. Upon the effective date of the applicable Order, and subject to the terms of any applicable Order, We grant to You a non-exclusive, non transferable, and non-sublicensable right, during the Subscription Term, to:
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Usage Restrictions. You will not, nor permit any third party to: (a) make any YouData.ai Materials available to, distribute, or use any YouData.ai Materials for the benefit of, anyone other than You or Users, unless expressly stated otherwise in this Agreement; (b) sell, resell, license, sublicense, distribute, make available, rent, or lease any YouData.ai Materials, or include any YouData.ai Materials in a service bureau or outsourcing offering; (c) design, develop, or provision applications for third parties that utilize YouData.ai Software; (d) use the YouData.ai Software 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; (e) use YouData.ai Software to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses; (f) interfere with or disrupt the integrity or performance of any YouData.ai Software or third-party data contained therein; (g) attempt to gain unauthorized access to any YouData.ai Software or its related systems or networks; (h) permit direct or indirect access to or use of any YouData.ai Software in a way that circumvents Your obligations in this Agreement, including contractual usage limits, or use any of the YouData.ai Software to access or use any of the YouData.ai Materials except as permitted under this Agreement; (i) frame or mirror any part of any YouData.ai Software, other than framing on Your own intranets or otherwise for Your own internal business purposes; (j) access, use, or copy any YouData.ai Materials (including any ideas, features, functions, or interface of the YouData.ai Software) to: (1) build a competitive product or service; (2) build a product or service using similar ideas, features, functions, or user interface of the YouData.ai Software; or (3) benchmark the YouData.ai Software with any third-party product or service; (k) disassemble, decompile, or reverse engineer (except to the extent reverse engineering is expressly permitted by law) any YouData.ai Materials or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms in the YouData.ai Software; (l) incorporate or otherwise use any software (including any Third Party Offerings) in connection with the YouData.ai Software or YouData.ai Services that include or link to any software code licensed under the GNU GPL or AGPL or any similar “open source” or “copyleft” license that would require Us to make the source code of any part of the YouData.ai Software available to any third party; and (m) alter, modify, or create derivative works of any YouData.ai Software.
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Audit Rights. You will maintain all records of Your, and Your User’s, use of the YouData.ai Materials and compliance with this Agreement for a period of three (3) years after the end of the Subscription Term. Upon reasonable prior notice, We have the right, including through an appointed representative, no more than once every twelve (12) months, at Our expense, to examine such records and accounts during Your normal business hours to verify compliance with this Agreement. By requesting an audit, We do not waive Our rights to enforce this Agreement or to protect Our Intellectual Property Rights by any other means permitted by law.
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YouData.ai Runtime. YouData.ai Runtime used in excess of the monthly minimum runtime specified in the applicable Order will incur additional fees at the applicable rates specified in the applicable Order (“Excess Runtime Charges”). You will provide regular access, not less than monthly, to YouData.ai Runtime logs or records to enable Us to confirm or invoice Excess Runtime Charges fees in accordance with this Agreement. You will maintain YouData.ai Runtime logs or records for three (3) years after the YouData.ai Runtime is used.
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Third Party Offerings. Your acquisition or use of a Third Party Offering, and any exchange of data between You and any third party or the Third Party Offering, is solely between You and the applicable third party. We do not warrant or support Third Party Offerings. If You choose to use a Third Party Offering with the YouData.ai Software, You grant Us permission to allow the Third Party Offering and its provider to access Customer Data as required for the interoperation of that Third Party Offering with the YouData.ai Software. We are not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third Party Offering or its provider.
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Integration with Third Party Offerings. The YouData.ai Software may contain features designed to interoperate with Third Party Offerings. To use such features, You may be required to obtain access to such Third Party Offerings from their providers, and may be required to grant Us access to Your account(s) on such Third Party Offerings. We do not guarantee the continued availability of such YouData.ai Software features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding YouData.ai Software features in a manner acceptable to Us. You will ensure that You and Your Affiliates have all necessary rights and licenses to interoperate any Third Party Offering with any YouData.ai Software as contemplated in this Agreement.
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Protection of Customer Data. We will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. You acknowledge and agree that YouData.ai may (i) internally use and modify (but not disclose) Customer Data for the purposes of (a) operating the YouData.ai Software and providing the YouData.ai Services to You and (b) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for YouData.ai ’s business purposes (including without limitation, for purposes of improving, testing and operating YouData.ai ’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by YouData.ai in connection with Your use of the YouData.ai Software and Services, but only in aggregate, anonymized form which can in no way be linked specifically to You. For clarity, Aggregated Anonymous Data shall not include any Customer Data that can be linked specifically to You in any way.
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Personal Data. Where Your use of the YouData.ai Software or YouData.ai Services requires Us to process personally identifiable information, then (a) You will notify Us in writing prior to providing Us any access to any such personal information; and (b) the terms of the YouData.ai Data Processing Agreement, the terms and conditions of which may be found at our website and as may be updated by Us from time to time, will apply to such processing. You will not provide any information that is considered protected health information under HIPAA, except pursuant to a separate Business Associate Agreement mutually agreed to in writing between the You and Us.

Security & Compliance. We may monitor all use of the YouData.ai Software for security and operational purposes. We may temporarily suspend Your access to any YouData.ai Software if We reasonably determine that such access and use poses a security risk or is a threat to the function of the Software, or in the event a User is engaged in, or We in good faith suspect is engaged in, any unauthorized conduct, including any violation of any terms and conditions of this Agreement, any applicable law, or third party rights; provided, however, that We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such unauthorized conduct prior to such suspension.
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Fees. You will pay all subscription fees due under an Order, and, as subsequently invoiced by Us or Our service provider as applicable, Excess Runtime Charges, each in accordance with this Agreement and the terms of an Order. Fees are based on YouData.ai Software subscriptions and YouData.ai Services purchased, and fees cannot be decreased during the applicable Subscription Term, even if the actual usage is lower than the permitted usage set in a monthly minimum. We may adjust or increase the fees for month-to-month subscriptions by providing advance written notice to You of at least thirty (30) days. Your payment obligations under any Orders are irrevocable and non-cancelable and any fees paid by You to Us are non-refundable. Unless otherwise stated in Your Order, invoiced charges are due next 30 days from the invoice date.
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Suspension of Service. If any amount owing by You under this Agreement is thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, suspend access to and use of YouData.ai Software and YouData.ai Services until such amounts are paid in full. We will give You at least ten (10) days’ prior notice in accordance with Section 12.4 (Manner of Giving Notice) for billing notices before suspending services under this Section.
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Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, Goods and Services Tax (GST), Tax Deducted at Source (TDS), and other applicable Indian tax laws, accessible by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.3, We will invoice You and You will pay such amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes assessable against Us based on Our income, property, and employees.
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Authorized Resellers and Authorized Marketplaces. If you purchase YouData.ai Software or YouData.ai Services through Our authorized reseller or an Authorized Marketplace, this Agreement will govern that YouData.ai Software or YouData.ai Services, as applicable. Your payment obligations for the YouData.ai Software or YouData.ai Services acquired through Our authorized reseller or an Authorized Marketplace will be with the authorized reseller or Authorized Marketplace, as applicable, and not with Us. You will have no direct fee payment obligations to Us for that YouData.ai Software or YouData.ai Services. However, in the event You fail to pay Our authorized reseller or the Authorized Marketplace for the YouData.ai Software or the YouData.ai Services, We retain the right to enforce Your payment obligations and collect directly from You. Any terms agreed to between You and Our authorized reseller or the Authorized Marketplace that are in addition to the terms and conditions in this Agreement are solely between You and Our authorized reseller or the Authorized Marketplace, as applicable. No agreement between You and Our authorized reseller or Authorized Marketplace is binding on Us or will have any force or effect with respect to Your rights in, or the operation, use or provision of, the YouData.ai Software or YouData.ai Services.
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YouData.ai Materials Intellectual Property Ownership. Subject to the limited rights granted herein, We and Our licensors hereby retain all right, title, and interest, including all Intellectual Property Rights, in and to the YouData.ai Materials, including all duplicates, derivative works, modifications, enhancements and adaptations thereto. No rights are assigned or granted to You hereunder, other than as expressly set forth in this Agreement, and no implied license or right of any kind is granted to You. You will not delete or in any manner alter Our copyright, patent, trademark, or other proprietary notices, if any, appearing in any YouData.ai Materials.
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Customer Materials Intellectual Property Ownership. Subject to the limited rights granted herein, You retain all right, title, and interest, including all Intellectual Property Rights, in Customer Materials. We will not delete or in any manner alter the Your copyright, trademark, and other proprietary notices, if any, appearing on any Customer Materials.
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License to Customer Materials. You grant Us, Our Affiliates, and applicable contractors a royalty-free, non-exclusive, irrevocable (subject to your rights to terminate this Agreement) license, with the right to grant sublicenses as set forth below, (a) to process, transmit, use, disclose, and display Customer Materials to perform Our obligations under this Agreement; and (b) to anonymize and aggregate Customer Data and use such aggregated and anonymized data for purposes of calculating benchmarks and other analyses that We use internally or to improve the YouData.ai Services, provided We shall not use or disclose any personally identifiable information or personal data or reveal Your identity in connection with such use of Customer Data. We may sublicense this license to any third party who acts for or in support of Us, provided that We are responsible for any breach of this Agreement by any such sublicensee.
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License to Use Feedback. You grant to Us and our Affiliates a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, royalty-free license, without restriction, to use in any manner and incorporate into Our and/or Our Affiliates’ products or services, any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to Our or Our Affiliates’ current or future products or services.
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Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party or its Affiliates (the “Receiving Party”) that is designated in writing as confidential. Regardless of marking: (a) Your Confidential Information includes Customer Data; (b) Our Confidential Information includes the YouData.ai Services, YouData.ai Materials, and any performance testing or benchmarking results or other evaluations of or conclusions concerning the YouData.ai Materials; and (c) Confidential Information of each party includes the terms and conditions of this Agreement, including pricing. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, as shown by the Receiving Party’s contemporaneous written records; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s contemporaneous written records.
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Non-Disclosure. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party and each Party acknowledges and agrees that, subject to the limited rights granted herein, nothing in this Agreement will be construed as granting to the Receiving Party any rights or licenses to any Intellectual Property Rights, including but not limited to, trademarks, inventions, copyrights, trade secrets, or patents. The Receiving Party (a) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) will not use, distribute or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and subcontractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. We may use any ideas, know-how, and techniques retained in the unaided memories of Our personnel who have had access to Your Confidential Information in the course of performing the YouData.ai Services under this Agreement. Either party may disclose the terms of this Agreement to its legal counsel and accountants without the other party’s prior written consent, provided that such recipient is subject to terms of confidentiality no less restrictive than those set forth herein and the party that makes any such disclosure remains responsible for such recipient’s compliance with this Section 7.2. Notwithstanding the foregoing, We may disclose the terms of this Agreement to a subcontractor to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
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Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law. In such a case, the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.3, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
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Representations. Each party represents that it has validly entered into this Agreement and has legal power to do so.
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Our Warranties. We warrant that during an applicable Subscription Term We shall use reasonable efforts consistent with prevailing industry standards to provide the YouData.ai Software in material conformance with the YouData.ai Documentation and that We shall perform the YouData.ai Services in a professional and workmanlike manner in accordance with applicable law. For any breach of any warranty above, Your exclusive remedies are the repair or replacement of the applicable functionality in the YouData.ai Software or the re-performance of any substandard YouData.ai Services, as applicable. The foregoing warranties are subject to Your implementation within no more than ninety (90) days of all updates and upgrades made available by Us to You.
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Disclaimers. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION 8, WE DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY THE HOSTING SERVICES OR ANY THIRD PARTY HOSTING SERVICE PROVIDERS.
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Indemnification by Us. We will defend You against any claim, demand, suit, or proceeding made or brought against You by an unaffiliated third party alleging that any YouData.ai Software infringes such third party’s Intellectual Property Rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You, except that We may not settle any Claim Against You unless it unconditionally releases You of all liability; and (c) give Us all reasonable assistance, at Our expense. The foregoing obligation shall not apply with respect to a Claim Against You if such claim arises out of (i) Our compliance with Your specifications; (ii) use of the YouData.ai Software in combination with any software, hardware, network, data, or system not supplied by Us; (iii) any modification or alteration of the YouData.ai Software by other than by Us; (iv) Your continuing the allegedly infringing or misappropriating activity after being informed by Us of modifications that would avoid the alleged infringement or misappropriation; or (v) use of the YouData.ai Software other than in accordance with the terms and conditions of this Agreement. If We receive information about an infringement or misappropriation claim related to YouData.ai Software, We may in Our discretion and at no cost to You (x) modify the YouData.ai Software so that it is no longer claimed to infringe or misappropriate; (y) obtain a license for Your continued use of that YouData.ai Software in accordance with this Agreement; or (z) terminate Your subscriptions for that YouData.ai Software and refund to You any prepaid fees covering the remainder of the Subscription Term of the terminated subscriptions.
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Indemnification by You. You will defend, indemnify, and hold Us harmless from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action: (i) alleging that any Customer Materials or any Third Party Offering, or Our use thereof, infringes, misappropriates or otherwise violates a third party’s Intellectual Property Rights or other rights; (ii) arising from or related to Your or Your Users’ use of the YouData.ai Software or Customer Data in violation of this Agreement (including, but not limited to, Section 2.3), the YouData.ai Documentation, or applicable law; and (iii) arising from or related to Your or Your Users’ material breach of this Agreement (each a “Claim Against Us”), provided, We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us, except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability; and (c) give You all reasonable assistance, at Your expense.
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Exclusive Remedy. Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.
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Disclaimer. IN NO EVENT WILL WE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR (A) LOST PROFITS, REVENUES, OPPORTUNITIES, OR GOODWILL; (B), INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES; (C) THE VALUE OF CUSTOMER DATA; (D) YOUR USE OF THE COMPUTATIONAL RESULTS THAT YOU OBTAIN FROM THE USE OF THE YouData.ai SOFTWARE; AND (E) THE UNAVAILABILITY OF THE YouData.ai SOFTWARE. THE FOREGOING DISCLAIMER (1) APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE; AND (2) DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
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Liability Cap. IN NO EVENT SHALL OUR AGGREGATE LIABILITY, TOGETHER WITH ALL OF OUR AFFILIATES AND LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE YouData.ai SOFTWARE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
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Exception. THE FOREGOING DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.
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Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions have expired, discontinued, or have been terminated or this Agreement is otherwise terminated in accordance with its terms.
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Service Discontinuation. You may terminate any month-to-month subscriptions by providing advance written notice to Us of at least thirty (30) days. No refunds will be owed to You for the balance of any prepaid fees, or any subscriptions if You terminate under this Section. We may terminate any month-to-month subscriptions by providing notice to You of at least six (6) months. Termination pursuant to this Section will be effective as of the last day of the full calendar month in which the termination is effective ("Service Discontinuation Date"). All fees owed as of Service Discontinuation Date will be invoiced in accordance with Section 5 of this Agreement.
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Termination. A party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other party of a material breach by such other party, if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
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Refund or Payment upon Termination. If You terminate this Agreement in accordance with Section 11.3 (Termination), We will refund You any prepaid fees for the YouData.ai Software and YouData.ai Services that have not yet been provided as of the effective date of termination. If We terminate this Agreement in accordance with Section 11.3 (Termination), You will pay any unpaid fees covering the remainder of the term. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
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Customer Materials Portability and Deletion. If the Deployment Environment is Our hosting services account, then, upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Customer Materials available to You in the then-current format in which it was stored. After such a 30-day period, We will have no obligation to maintain or provide You any Customer Materials, and as provided in the YouData.ai Documentation, We will thereafter delete or destroy all copies thereof in Our systems or otherwise in Our possession or control, unless legally prohibited.
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Effect of Termination or Service Discontinuation. At the end of a Subscription Term that is not renewed or upon the discontinuation, expiration, or termination of this Agreement (“Termination Date”), You shall cease all use of the YouData.ai Materials and shall permanently and irretrievably delete and destroy all copies of the YouData.ai Materials. You shall certify such cessation, deletion, and destruction to Us in writing within fifteen (15) days of the Termination Date. If the Deployment Environment is other than Our hosting services account, then after termination or expiration of the Subscription Term and upon providing thirty (30) days’ written notice to You, We may examine the Deployment Environment to ensure that all YouData.ai Materials have been deleted. The sections titled Section 1 (Definitions), Section 2.3 (Your Responsibilities), Section 2.4 (Usage Restrictions), Section 2.5 (Audit Rights), Section 2.6 (YouData.ai Runtime), Section 3 (Non-YouData.ai Providers), Section 5 (Fees and Payment), Section 6 (Proprietary Rights), Section 7 (Confidentiality), Section 8.3 (Disclaimers), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), Section 11.4 (Refund or Payment upon Termination), Section 11.5 (Customer Materials Portability and Deletion), Section 11.6 (Effect of Termination or Service Discontinuation), Section 12 (Governing Law and Jurisdiction; Notices) and Sections 13 (General Provisions) will survive any termination or expiration of this Agreement.
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Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of India, excluding its conflict of law rules. Both parties irrevocably consent to the exclusive jurisdiction of, and waive any objections to venue in, the courts located in [Delhi] or any other competent jurisdiction within India for any litigation arising out of this Agreement.
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Without limiting the foregoing, You acknowledge and agree that any unauthorized use of Our Confidential Information or YouData.ai Materials will cause immediate and irreparable harm to Us, for which monetary damages may be inadequate and incalculable. Therefore, We shall be entitled, in addition to any other available remedies at law or in equity, to seek equitable relief, including but not limited to immediate injunctive relief or specific performance, without the need for posting a bond or proving actual damages, in any competent court or enforcement agency within India. The prevailing party in any legal action related to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
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The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement.
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Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing by registered mail with return receipt requested, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant YouData.ai Services system administrator designated by You. Email notices to Us will be emailed to [email protected].
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Export Compliance. The YouData.ai Software, other technology We make available, and derivatives thereof may be subject to export laws and regulations under Indian export control laws and other applicable jurisdictions. Each party represents that it is not listed on any Indian government prohibited-party list. You shall not, and shall not permit Users to, access or use any YouData.ai Software in countries embargoed by India (e.g., as designated by Indian authorities) or in violation of any Indian export control regulations or other applicable export laws. You will not provide to Us, without prior written notice, any data or item that requires Us to obtain an export license or authorization from any Indian or international regulatory authorities having jurisdiction.
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Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at [email protected].
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High risk applications. YouData.ai Materials are not intended for use in, and You agree the YouData.ai Materials will not be used in, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment or applications in which the failure thereof could lead to death, personal injury, or severe physical or environmental damage. Any product warranties for the YouData.ai Materials under this Agreement shall exclude the applications and devices set forth in this Section. We disclaim any and all liability arising out of, or related to, any such use of the YouData.ai Materials.
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Entire Agreement and Precedence. This Agreement constitutes the entire agreement between You and Us regarding the YouData.ai Software and YouData.ai Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase agreement or in any other of Your documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Product-Specific Terms, and (2) this Agreement.
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Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent; provided, however, you may assign this Agreement in its entirety, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, change of control or similar such transaction, or sale of all or substantially all of its assets related to this Agreement, upon prior written notice to Us. Any assignment in violation of the terms of this Section is void. Subject to the foregoing, this Agreement will bind and insure to the benefit of the parties, their respective successors and permitted assigns.
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Third-Party Beneficiaries; Affiliates. There are no third-party beneficiaries under this Agreement. Your Affiliates may purchase YouData.ai Software or YouData.ai Services subject to the terms of this Agreement by entering into a separate agreement for the Service. You are responsible for Your Affiliates’ compliance with the terms and conditions of this Agreement.
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Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
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Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
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Publicity; Non-Disparagement. We may use Your name in any listing of customers of Ours and may reference You and the nature of the YouData.ai Software or YouData.ai Services provided hereunder in Our business development and marketing efforts, including without limitation Our website. You agree to allow Us to issue a press release upon execution of this Agreement provided You have approved such press release in writing and in advance, such approval not to be unreasonably withheld. You agree, and shall cause your Affiliates, not to disparage Us or Our officers, directors, employees, equity holders, agents, or Affiliates (including its Affiliates’ officers, directors, employees or agents) in any manner, or to otherwise communicate about any of them in any manner that is reasonably likely to be harmful to any of them or their businesses, or to their personal or business reputation, including without limitation by attributed or non-attributed (e.g., anonymous) statements posted on any website or other forum; provided that You may respond accurately and fully to any question, inquiry, or request for information when required by applicable law.
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YouData.ai END USER LICENSE AGREEMENT
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