binding legal contract between you
(“Customer”) and the Aizen Algo., a Delaware corporation, having
office at 691 S Milpitas Blvd. Suite 217, Milpitas, California 95035 (“Company”) to govern
the usage of the Aizen Algo platform provided as a software as a service by Company, together
with any materials made available by Company on or through the platform (“Software”) by
the Customer. Your access to and use of the Software is conditioned on your acceptance
of and compliance with these Terms. These Terms apply to all visitors, users and others
who access or use the Software. By accessing or using the Software, you are agreeing to
these Terms (as applicable).
If you are using and/or accessing the software as an employee, agent, or contractor
of a corporation, partnership or similar entity, then you represent that you have the
authority to bind such entity in order to accept the Terms. These Terms are subject to
terms of any such contracts that the Customer might enter into with the Company
including any order forms entered into by Customer and Company governing the access to
the Software (“Order Form”).
Modifications to this Terms: From time to time,
modify this Terms by posting
the updated Terms at or any other link designated by
Company. Company may notify Customer of material changes, such as through communications
via Customer’s User Account on the Software, email, or other means. Your continued use of
the Software after any update to these Terms constitutes your acceptance of such changes.
Company and Customer may be referred to individually herein as a “Party” or collectively
as the “Parties”. In consideration of the terms and conditions set forth below, the
Parties agree as follows:
The “Effective Date” of this Agreement is the
date which is the
earlier of (a) Customer’s
initial access to the Aizen Algo platform provided as a software as a service by Company,
together with any materials made available by Company on or through the
platform (“Software”); or (b) the effective date mentioned in
the order form entered
into by Customer and Company governing the access to the Software (“Order Form”).
This General Terms and Conditions (“Agreement”)
is entered into
by and between:
- For customers in India: Riversys, a private limited company incorporated
under the Companies Act, 2013 having its registered office at 302, Plot No 15,
3rd Floor, Kumar Tower, Wazirpur Industrial Area, Delhi North-West,
110052 (“Riversys” or “Company”) and the person or entity placing an order
for or accessing the Software (“Customer”);
- For customers in US: Aizen Algo., a Delaware corporation, having its
registered office at 691 S Milpitas Blvd. Suite 217, Milpitas, California-95035
(“Company”) and the person or placing an order for or accessing the Software
(“Customer”), unless the Order Form indicates to the
contrary. Company and Customer
may be referred to individually herein as a “Party” or
collectively as the “Parties”.
In consideration of the terms and conditions set forth below, the Parties agree as
- Subject to the Order Form and the terms of this Agreement, Company will provide
Customer a limited, revocable, non-transferable, non-sub-licensable and non-exclusive
license to use and access Software in accordance with the Service Level Terms attached
hereto as Exhibit A and reasonable technical support services in accordance with the
terms set forth in Exhibit B. This Agreement will also govern any statement of work
(“Statement of Work”) covered under the Order Form
describing any additional services
to be provided by Company to Customer (“Additional Services”
and together with the
Software and support, the “Services”).
- This Agreement is on non-exclusive basis and Company shall not have any exclusive right or
obligation to provide the access to the Software under this Agreement to Customer. Customer
free to subscribe to any other software from any other person.
RESTRICTIONS AND RESPONSIBILITIES
- Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble
or otherwise attempt to discover the source code, object code or underlying structure,
ideas, know-how or algorithms relevant to the Software or any documentation or data related
to the Software; (b) modify, translate, or create derivative works based on the Software
(except to the extent expressly permitted by Company or authorized by the terms of this
Agreement); (c) use the Software for timesharing or service bureau purposes or otherwise
for the benefit of a third party; or (d) remove any proprietary notices or labels
from the Software.
- Customer represents, covenants, and warrants that Customer will use the Software only in
with the terms of the Order Form, this Agreement and all applicable laws and regulations.
- Customer shall be responsible for maintaining the Customer account and passwords (including but
limited to administrative and user passwords) in a secure manner to avoid any unauthorized
the Software. Customer will co-operate with Company and provide all assistance as reasonably
requested by Company in connection with the provision of the Software.
- Customer shall comply with all applicable law including those regulating privacy or data
and the collection, storage use and disclosure of Personal Data while using and accessing the
- Customer consents to receive communications from the Company through electronic means, including
email, SMS, calls or other such means in connection with its use and access to the Software.
- For any external certifications contemplated under the Order Form, the delivery of such
certification to the Customer will be subject to the Customer duly signing the management
representation letter or any similar document, as may be requested by the external auditor /CPA/
competent authority providing the certification.
- To the extent that the Order Form contemplates Customer obtaining any external certifications
third party (i.e., an external auditor, CPA, or competent authority (“Auditor”)) (collectively,
“Audit Services”) in connection with the Services provided
by Company to Customer hereunder,
Customer may be required to enter into a management representation letter or similar document
the relevant Auditor in respect of the Audit Services prior to the commencement of the Audit
Services by the Auditor. Company will not be a party to such document and bears no
for the quality, accuracy, or completeness of the Audit Services. Any issues arising in
with the Audit Services must be resolved directly between Customer and the Auditor.
- Each Party (the “Receiving Party”) understands that the
other Party (the “Disclosing Party”)
has disclosed or may disclose business, technical or financial information relating to the
Disclosing Party’s business that is marked as confidential or proprietary at the time of
disclosure or that reasonably should be considered confidential or proprietary based on the
nature of the information and the circumstances surrounding the disclosure
(hereinafter referred to as “Proprietary Information” of the
Proprietary Information of Company includes (i) information regarding features,
functionality and performance of the Software; and (ii) information provided by Company to C
ustomer pursuant to this Agreement and the Order Form. Proprietary Information of Customer
includes Customer Data and non-public data provided by Customer to Company to enable the
provision of the Software. “Customer Data” means the data
submitted by Customer or its
authorized users to the Software and any reports and other content produced by Customer
or its authorized users using the Software (but excluding any Company IP embodied in such
reports and content). The Receiving Party agrees: (i) to take reasonable precautions to
protect such Proprietary Information of the Disclosing Party, and (ii) not to use
(except in performance of the obligations contemplated herein or as otherwise permitted
herein) or divulge to any third person any such Proprietary Information of the Disclosing
Party other than the Receiving Party’s employees, representatives, and agents with a need
to have access for the purposes of this Agreement and who are bound to written or statutory
duties of confidentiality at least as onerous as this Agreement. The Disclosing Party agrees
that the foregoing shall not apply with respect to any information that the Receiving Party
can document (a) is or becomes generally available to the public other than by a breach of
this Agreement, or (b) was in its possession or was known by it, prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party,
or (d) was independently developed without use of any Proprietary Information of the
Disclosing Party, or (e) is required to be disclosed by law or court order, provided that
the Party which is required by law to disclose such information shall beforehand notify the
other Party of any such requirement, to the extent legally permitted, and consult with the
other Party regarding the manner of such disclosure.
- Notwithstanding anything to the contrary, Company shall have the right to access, collect, use,
process, store, and analyze meta data and other information relating to the provision, use and
performance of various aspects of the Software and related systems and technologies, and Company
will be free (during and after the term hereof) to use such information and data to (i) improve
and enhance the Software and for other development, diagnostic and corrective purposes in
connection with the provision of the Software; and (ii) produce data, information or other
materials that cannot be identified as relating to a particular individual or company (such
information and materials, the “Anonymized Data”). Company
may use, process, store, disclose and
transmit the Anonymized Data for any purpose and without restriction or obligation to Customer
any kind provided that the said Anonymized Data is not reasonably capable of being linked in any
way with the Customer.
- The Receiving Party shall, upon the Disclosing Party’s written request, securely destroy or
all of the Disclosing Party’s Proprietary Information (including copies thereof) in the
Party’s custody or control.
PAYMENT OF FEES
- Company will bill the Customer as per the fees specified in the Order Form
(“Fees”) and any other amounts owing under this Agreement.
All Fees and other charges
will be invoiced and payable by the Customer in the currency specified by the Company in
the Order Form. If Customer’s use of the Software or any feature thereof requires the
payment of additional fees per the terms of the Order Form, Customer shall be billed for
such usage and Customer agrees to pay the additional fees in the manner provided therein.
Company reserves the right to revise the Fees or applicable charges and to institute new
charges and Fees at the end of the Initial Term or then-current Renewal Term. It is
clarified that no prior notice is required for adjustment of Fees on account of change
in the exchange rate as may be specified in the Order Form. If Customer reasonably
believes that Company has billed Customer incorrectly, Customer must notify Company no
later than 15 (fifteen) days after the closing date on the first billing statement in
which the error or problem appeared, in order to receive an adjustment or credit. The
inquiries should be directed to Company’s customer support department at
- Subject to the terms set forth in the Order Form, Company may choose to bill through an invoice,
in which case, full payment for the invoices issued must be received by Company within 15
days of the invoice date. Unpaid amounts are subject to immediate termination or suspension of
this Agreement, at the discretion of Company. Customer shall be responsible for all taxes
associated with services contemplated under the Order Form.
- The Fees for the Services do not include any taxes, levies, duties, or similar governmental
assessments of any nature, including, for example, goods and services tax, value-added, sales,
use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).
Customer shall be responsible for all Taxes associated with Services contemplated under the
Order Form, other than Taxes assessable against Company based on Company’s income, property,
or employees. If Company has the legal obligation to remit or collect Taxes for which Customer
is responsible, Company will invoice the Taxes owing to Customer, and Customer will pay them
unless Customer provides Company with a valid tax exemption certificate.
- We will take 5-7 working days to process the refund back to the source account.
INTELLECTUAL PROPERTY RIGHTS; FEEDBACK
Customer shall retain all ownership and intellectual property rights in and to Customer Data.
Customer hereby grants to Company and its Affiliates a non-exclusive, transferable,
royalty-free license to use, copy, transmit, modify, distribute, publish, display, process, and
the Customer Data: (a) to provide the Services to Customer, (b) in accordance with Company’s
Policy, and (c) to operate, improve, expand, and modify Company’s Services. Customer represents
warrants that it has obtained all necessary rights and consents to (i) provide, store, transmit,
otherwise process the Customer Data in or through the Software and (ii) grant Company and its
Affiliates the licenses and rights to use the Customer Data in accordance with this Agreement.
Customer is solely responsible for the accuracy, quality, integrity, and legality of the
Data, the means by which Customer acquired the Customer Data, and Customer’s use of Customer
with the Services.
Company Intellectual Property Rights.
In providing access to the Software, Company may use or include any Company IP that was
licensed, procured, or developed by or for the Company, which shall at all times be owned by
Company. Additionally, the Company shall at all times own and/or be deemed to own and will
retain all right title and interest in and to (a) the Software, any documentation made
by Company relating to the use and performance of the Software, and any and all derivative
of, or improvements, enhancements, modifications or updates to any of the foregoing; (b) any
tools, developer codes, templates, platforms or software used in connection with the
For the purposes of this Agreement, “Company IP” shall
mean all trade secrets, know-how,
code, object code, technical information, commercial and financial data, copyright, designs,
inventions, patents, service marks, trademarks (in each case, whether registered or arising
common law, or its overseas equivalent) and all other industrial or intellectual property
(whether registered or not) of the Company.
Reservation of Rights. Each Party grants the other only the licenses and rights to such Party’s
intellectual property as expressly set out in this Agreement. No other licenses or rights
licenses or rights under patents) are granted either directly, by implication, or otherwise.
Customer may voluntarily post, submit, or otherwise communicate to Company any questions,
suggestions, ideas, original or creative materials or other information about the Services
(collectively, “Feedback”). Customer grants to Company a
perpetual and irrevocable license to,
publicly perform, publicly display, modify, distribute, or otherwise use in any manner in
sole discretion such Feedback for any purpose, commercial or otherwise, without acknowledgment
compensation to Customer.
TERM AND TERMINATION
Subject to earlier termination as provided below, this Agreement commences on the Effective Date
is for the initial subscription term as specified in the Order Form (“Initial Term”) and shall
renewed for additional periods as Parties may mutually agree in writing (each, a “Renewal Term”
collectively with the Initial Term, the “Term”) prior to the
end of the Initial Term or
In addition to any other remedies it may have, either Party may also terminate this Agreement
30 (thirty) days’ notice (or without notice in the case of non-payment), if the other Party
materially breaches any of the terms or conditions of this Agreement and fails to cure such
breach within the 30 days period. Further, Company may forthwith terminate the Agreement if
a material change of circumstances including a condition or circumstance which Company was not
of, or ought not to have reasonably been aware of, becomes apparent, such that Company, acting
reasonably, determines that continued provision of services as contemplated under the Order Form
not feasible in accordance with this Agreement. Customer will pay in full for the Services up to
including the last day on which the Services are provided. All sections of this Agreement, which
their nature should survive termination or expiration of the Agreement, will survive termination
expiration, including, without limitation, accrued rights to payment, confidentiality
ownership of intellectual property rights, Company’s right to use feedback, warranty
indemnification obligations, and limitations of liability.
In the event of termination or expiry of the Agreement, as the case may be, (a) Company shall
and revoke all licenses/works/developments/Services in respect of this Agreement; (b) Customer
immediately stop using the Services except as expressly set forth in this paragraph; and (c)
Customer will not be relieved of its payment obligations to Company and outstanding payments
due and payable immediately on expiration or termination. Upon such termination or expiry, the
Customer will have restricted access to the Software for a period of 30 (thirty) days from the
of such termination or expiry for the purpose of retrieving any Customer Data. For the purpose
out above, Company will make available restricted access to one data administrator as identified
communicated to it by the Customer.
WARRANTY AND DISCLAIMERS
Each Party represents and warrants that it has validly entered into this Agreement and has the
power to do so.
Subject to the Service Level Terms attached hereto as Exhibit A and reasonable technical support
services in accordance with the terms set forth in Exhibit B, Company shall use reasonable
consistent with prevailing industry standards to maintain the Software in a manner, which
errors and interruptions in the Software. Notwithstanding the foregoing, the Software may be
temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance,
by Company or by third-party providers, or because of other causes beyond Company’s reasonable
control, but Company shall use reasonable efforts to provide advance notice in writing or by
of any scheduled service disruption.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE
SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE,
COMPANY PROVIDES THE SERVICES (INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN) ON AN “AS
AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS
AFFILIATES, AND THEIR RESPECTIVE LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IF ANY OF THESE EXCLUSIONS FOR IMPLIED
WARRANTIES DO NOT APPLY TO CUSTOMER OR IS VOID WITH RESPECT TO CUSTOMER UNDER ANY APPLICABLE
REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE SHORTER OF (A)
DAYS FROM THE DATE OF FIRST PURCHASE OR FIRST DELIVERY OF THE SERVICES, AND (B) THE SHORTEST
PERMITTED BY THOSE LAWS AND REGULATIONS.
Indemnification By Company. Company will defend Customer against any claim, demand, suit, or
proceeding made or brought against Customer by a third party alleging that Customer’s use of the
Software in accordance with this Agreement infringes or misappropriates such third party’s
intellectual property rights (a “Claim Against Customer”),
and Company will indemnify Customer
any damages, reasonable attorneys’ fees and costs finally awarded against Customer as a result
or for amounts paid by Customer under a settlement approved by Company in writing in respect of,
Claim Against Customer, provided that Customer (a) promptly gives Company written notice of the
Claim Against Customer, (b) gives Company sole control of the defense and settlement of the
Against Customer, and (c) gives Company all reasonable assistance, at Company’s cost. Subject to
foregoing, Customer may participate in the defense and/or settlement of any Claim Against
with counsel of its choosing at its own cost. The foregoing defense and indemnification
will not apply if: (i) the allegation does not state with specificity that the Services are the
basis of the Claim Against Customer; (ii) a Claim Against Customer arises from the use or
combination of the Software or any part thereof with any other products, software, hardware,
processes, or services not provided by Company; (iii) Customer’s use of the Software other than
accordance with this Agreement; (iv) any modification of the Software not made or authorized in
writing by Company; (v) a Claim Against Customer arises from an Application under an Order Form
which there is no charge; (vi) a Claim Against Customer arises from Customer Data; or (vii)
Customer continues allegedly infringing activity after being notified thereof or after being
informed of modifications that would have avoided the alleged infringement. This Section states
Company’s sole liability and Customer’s exclusive remedy for any Claim Against Customer.
Indemnification By Customer. Customer will defend Company and its affiliates against any claim,
demand, suit, or proceeding made or brought against Company or any of its affiliates by any
party alleging that (i) Customer Data or Customer’s use of Customer Data with the Software (a)
infringes or misappropriates the intellectual property or other proprietary rights of a third
or (b) violates applicable law; or (ii) the combination of any software, application, hardware,
system with the Software infringes or misappropriates a third party’s intellectual property
(each a “Claim Against Company”), and indemnify and hold Company and its affiliates harmless
and against any and all damages, liabilities, fines, penalties, settlements, reasonable
fees, costs, and expenses of any kind incurred by Company and/or its affiliates in connection
Claim Against Company. Company may participate in the defense and/or settlement of a Claim
Company with counsel of its choosing at its own expense.
LIMITATION OF LIABILITY
In no event, will either the Customer or the Company have any liability to the other Party or to
third party for any lost profits or revenues or for any indirect, special, incidental,
consequential, cover or punitive damages however caused, whether in contract, tort or under any
other theory of liability, and whether or not the Party has been advised of the possibility of
Save as otherwise mentioned in this clause, will the Company’s aggregate liability arising out
related to the Agreement or the Order Form (whether in contract or under any other theory of
liability) exceed the total amount paid by Customer hereunder in the period of billing,
the last event giving rise to the liability (“Standard
Notwithstanding the aforesaid, the Company’s aggregate liability for any loss incurred by the
Customer due to any breach of confidentiality or intellectual property obligations by the
under this Agreement, shall not exceed, in the aggregate, three times the Standard Cap.
Company shall not, in any manner, be held liable for any loss or damage the reasons of which are
attributable to the Customer.
SECURITY; DATA HANDLING (applicable where the contracting entity is Aizen
Company will implement and maintain commercially reasonable industry standard physical,
and organizational measures and safeguards designed to protect the Customer Data against
accidental access to, or unauthorized processing, disclosure, destruction, damage, or loss.
will promptly notify Customer of any incidents affecting the confidentiality, integrity, or
availability of Customer Data. To the extent Company processes any Customer Personal Data (as
defined in the DPA) on behalf of Customer in connection with the provision of the Services, the
protection addendum at as
may be updated by Aizen Algofrom
time to time if required by applicable law, which is hereby incorporated by reference, shall
and the parties agree to comply with such terms. For the purposes of the Standard Contractual
Clauses (as defined in the DPA) which form part of the DPA, when and as applicable, Customer and
Affiliates are each the data exporter, and Customer’s signing of or entering into this
and an applicable Affiliate’s signing of or entering into an Order Form, shall be treated as
of the Standard Contractual Clauses and their Annexes.
Company will remove or delete Customer Data from the Software within thirty (30) days after the
termination or expiration of the Agreement or upon Customer’s earlier written request, provided,
however, that the foregoing shall not apply to any Customer Data or portions thereof contained
Company’s automated backup or archival systems, which Company may retain for up to one-hundred
eighty (180) days after the termination or expiration of the Agreement.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
in full force and effect and enforceable.
This Agreement is not assignable, transferable or sub-licensable by Customer except with
prior written consent. Company may transfer and assign any of its rights and obligations under
Agreement without consent.
This Agreement is the complete and exclusive statement of the mutual understanding of the
and supersedes and cancels all previous written and oral agreements, communications and other
understandings relating to the subject matter of this Agreement, and that all waivers and
modifications must be in writing signed by both Parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of this Agreement
Customer does not have any authority of any kind to bind Company in any respect whatsoever. In
action or proceeding to enforce rights under this Agreement, the prevailing Party will be
to recover its reasonable costs and attorneys’ fees.
Company may provide Customer with notices that affect Company’s customers generally via email or
Software. Subject to the foregoing, all notices under this Agreement will be in writing and will
deemed to have been duly given when received, if personally delivered; or when receipt is
electronically confirmed, if transmitted by facsimile or e-mail. Company will provide Customer
legal notices by email to the email address provided by Customer on the applicable Order Form.
Customer must provide notices to Company by email to a substituted updated
email address notified by Company, marked “Attention: Legal Department”.
Where the contracting Party is Aizen Algo., this Agreement shall be governed by
the laws of the State of Delaware without regard to its conflict of laws provisions. If
dispute arises under this Agreement that cannot be resolved first through good faith
negotiations between the Parties, such dispute shall be referred to arbitration to be
conducted and resolved by a single arbitrator in accordance with the Commercial
Rules of the American Arbitration Association then in effect as modified herein. All
arbitration shall be confidential and shall take place at the office of the American
Arbitration Association located in San Francisco, California, or such other location
mutually agreed to by the parties in writing. The award or decision of the arbitrator
be final, binding, and conclusive, and judgement may be entered upon such award by any
of competent jurisdiction.
Where the contracting Party is Riversys, this Agreement shall be governed by the laws
India without regard to its conflict of laws provisions. If a dispute arises under this
Agreement that cannot be resolved first through good faith negotiations between the
such dispute shall be referred to arbitration to be conducted and resolved by a single
arbitrator in accordance with the provisions of the (Indian) Arbitration and
Act, 1996 then in effect as modified herein. Subject to the arbitration clause, the
in New Delhi shall have exclusive supervisory jurisdiction over any disputes under this
The Parties shall work together in good faith to issue at least one mutually agreed upon press
release within 90 (ninety) days of the Effective Date, and Customer otherwise agrees to
cooperate with Company to serve as a reference account upon request. Customer authorizes Company
publicly disclose that Customer is a customer and use Customer’s name and logo to identify
as a customer on Company’ website and marketing materials.
U.S. Federal Government End Use Provisions (applicable where the contracting entity is Aizen
.). The Software, including any software or technology provided hereunder for ultimate
federal government end use, or that are otherwise subject to the Federal Acquisition Regulations
(FAR), are “Commercial Items” as defined in 48 C.F.R. 2.101 and are being provided as commercial
computer software and commercial computer software documentation subject to restricted rights
described in 48 C.F.R. 2.101, 12.211 and 12.212. If such items are acquired by or on behalf of
agency within the Department of Defense (“DOD”), then they
are subject to the terms and
of these Terms as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its
successors. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause or
provision that addresses government rights in computer software or technical data. If a
agency needs additional rights beyond those customarily given by Company to the public, it must
negotiate with Company a mutually acceptable agreement specifically granting those rights.
Customer will comply with all applicable export control laws, including U.S. export control
Company will not have any liability to Customer for any non-performance of its obligations under
this Agreement to the extent that the non-performance is mandated by applicable law. Customer
represents and warrants to Company that neither Customer nor its affiliates, nor any of
or its affiliates’ users, officers or directors, are persons, entities or organizations is
prohibited from dealing (including provision of software, products or services) by virtue of any
applicable law, regulation, or executive order, including US export control laws, and names
appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially
Designated Nationals and Blocked Persons List. Customer will comply with the requirements of
applicable anti-bribery and modern slavery laws, including: (i) the Foreign Corrupt Practices
1977, the UK Bribery Act of 2010; and (ii) the UK Modern Slavery Act 2015, California
in Supply Chains Act 2010 and any applicable anti-slavery laws.
Each Party acknowledges and agrees that the other may suffer irreparable damage in the event of
breach or threatened breach by the other Party of any provision of this Agreement pertaining to
protection of a Party’s intellectual property rights or Proprietary Information. Accordingly,
Party shall have the right, in addition to any other rights each of them may have, to seek in
court of competent jurisdiction, temporary, preliminary, and/or permanent injunctive relief to
restrain any breach or threatened breach of such provisions.
If Customer has any questions about the Services or this Agreement, Customer may contact Company
SERVICE LEVEL TERMS
The Software shall be available (System Availability) 99%, measured monthly, excluding national
India (where the contracting entity is Riversys) and US federal holidays (where the contracting
Aizen Algo.) and weekends and scheduled maintenance.
If Customer requests maintenance during these hours, any uptime or downtime calculation will
affected by such maintenance. Further, any downtime resulting from outages of third-party
utilities or other reasons beyond Company’s control will also be excluded from any such
System Availability percentage is calculated as follows:
System Availability percentage = [(Total Minutes in the Month – Downtime) /Total Minutes in the
Month] * 100
Scheduled Maintenance: [Weekly, Sunday 2:00 am to 6:00 am Local Time]. Local Time refers to the
the data center where Company’s Services are hosted.
Company will provide Technical Support to Customer via electronic mail on weekdays during the
am through 5:00 pm IST (where the contracting entity is Riversys) or 8:00 am through 5:00 pm EST
contracting entity is Aizen Algo.), with the exclusion of Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket by sending an email any time
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within 3