Client Agreement

1.1. "Account" - refers to any Accounts or instances created by, or on behalf of, Subscriber or its Affiliates within usage of PRO ISO.

1.2. "Affiliates" - in relation to a party, an entity that directly or indirectly controls or is controlled by or is under common control with such Party. Including the power to direct, cause direction whether through the ownership of voting securities, by contract, or otherwise.

1.3. "Agent" - means an individual authorized to use the Service through Subscriber's Account as an Agent, Account Provider, and/or an administrator.

1.4. "Agreement" - refers to this Software as a Service Agreement, including all its annexes, schedules, and amendments.

1.5. "Associated Services" - refers to products, services, features and functionality designed to be used in conjunction with the Services that are not included in the subscribed services.

1.6 “Copyright” - Copyright refers to the exclusive legal rights granted to the creator or owner of an original work, providing the right to reproduce, distribute, display, and perform the work. In the context of this Agreement, it encompasses all intellectual property rights associated with the software program, source code, and any related materials.

1.7. "Effective Date" - the date on which this Agreement is last signed by either Party.

1.8. "End-User" - refers to any person or entity other than the Subscriber or Agents with whom Subscriber, Agents, or other end-Subscribers interact using the Service.

1.9. “License” - License refers to the permissions granted by the copyright owner to others, allowing them to use, modify, and distribute the software program and its associated source code in accordance with the terms and conditions outlined in this Agreement. The license is non-exclusive, revocable, and subject to compliance with the specified terms.

1.10. "Provider" refers to the company or entity that offers the Software and is a Party to this Agreement and may also be referred to as "Us", "We" or "Our".

1.11. “PRO ISO”- refers to the software product, developed over Frappe, which is an Open-Source framework, licensed under GNU General Public License V.3. [You may find the relevant link herein: https://www.gnu.org/licenses/gpl-3.0.en.html; https://frappe.io/]. It is a versatile software tool designed to facilitate the implementation of ISO standards. PRO ISO is a versatile software tool designed to facilitate the implementation of ISO standards.

1.12. “Program” - The program refers to the software application or computer program, including both executable versions and source code, covered by this Agreement. It encompasses all functionalities, features, and components of the software, as well as any updates, patches, or modifications, whether provided by the original creator or subsequent contributors.

1.13. "Service" - means the products and services that are used or ordered by the Subscriber in relation to the Cloud management and data management software PRO ISO Software.

1.14. "Service Fee" refers to the Service Fee paid by the Subscriber to the Provider for the Subscription of the SaaS Service, as specified under the Annexure-A to this Agreement.

1.15. “Source Code” - Source code refers to the human-readable form of a computer program, written in programming languages, which is used to create executable programs. In the context of this Agreement, Source Code includes any and all versions, modifications, updates, or enhancements made to the original source code, whether developed by the original creator or subsequent contributors.

1.16. "Subscriber" refers to the Party who purchases/subscribes to PRO ISO as set forth on the service order/invoice and may also be referred to as "You" or "Your".

2.1. The Service will be available to you subject to this Agreement and the applicable order(s). Provider/Software Developer will use commercially reasonable efforts to make the Service available 24 hours a day and 7 days a week, except during the planned downtime with advance notice to You or the occurrence of a Force Majeure Event.

2.2. The Subscriber agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments by Provider/Software Developer regarding future functionality or features.

2.3. Provider/Software Developer reserves the right to modify the features and functionality of the Services during the term of the Subscription. In case, if there is a deprecation of any material functionality, Provider/Software Developer will provide an advance notice of 30 (thirty) working days to You.

2.4. Access to certain Services is restricted and only an authorized number of people with valid credentials access the Account. The Account credentials of Agent-based Accounts shall not be shared, and a single Account shall not be used by multiple people at the same time.

2.5. Subscriber shall not circumvent the limitations set out under this Agreement or order form. In case it is found the Subscriber overused the Services beyond their subscription limit, an additional Service Fee may be charged for such uses.

2.6. The provision and use of PRO ISO in certain jurisdictions are subject to regional land and regulatory compliances related to Data Management and applicable Information Technology Regulations, Bye-Laws, Orders, and Rules.

2.7. We might provide some or all elements of the Subscription Service through third-party service providers.

2.8. If You purchase any additional services or packages from Us, this Agreement will apply to all additional orders and features that you activate within your PRO ISO Account.

3.1. The Subscriber may use certain Services for free for a limited time or on a trial basis, at the confirmation of the Software Developer/Provider in writing. The free service or trial period will be available free of charge until the date on which your free subscription is terminated or the start of your paid subscription, whichever occurs first. However, the terms and conditions of this Agreement shall be applicable during the trial period.

3.2. You agree not to use the free services in any manner that exceeds the limit set, including but not limited to storage, user limit, and bandwidth consumption.

4.1. Provide true, complete, and up-to-date contact and billing information.

4.2. You must keep all your credentials including username and password highly confidential.

4.3. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information.

4.4. In case, if Your credentials are compromised, You agree to notify Us immediately in writing.

4.5. The billing information You provide Us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of Your identifying information. Providing false or inaccurate information or using PRO ISO or Associated Services to further fraud or unlawful activity is grounds for immediate termination of Your subscription and Account.

4.6. Subscriber is responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under an Account. Without foregoing, Subscriber will ensure that its use of the Services is in compliance with all applicable laws, regulations, privacy notices, Agreements, and other obligations with the Agents and End-Users.

4.7. The Subscriber shall comply with all applicable data protection and privacy laws and regulations when processing and handling any personal data through PRO ISO.

4.8. The Subscriber agrees to cooperate with Software Developer in resolving any technical issues or addressing any support requests related to PRO ISO.

5.1. You agree not to use PRO ISO or Associated Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use PRO ISO or Associated Services in any way that could damage Pro ISO, Services or general business of the Software Developer/Provider.

5.2. You further agree not to use PRO ISO or Services:

5.2.1. for competitive benchmarking or for developing a competing product or service.

5.2.2. To harass, abuse, or threaten others or otherwise violate any person's legal rights;

5.2.3. To violate any intellectual property rights of the Provider or any third party;

5.2.4. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

5.2.5. To perpetrate any fraud;

5.2.6. To unlawfully gather information about others.

5.3. You are prohibited from using PRO ISO or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to infringe on any third party's intellectual property or proprietary rights, or rights of publicity or privacy, whether knowingly or unknowingly; (d) to violate any local, federal or international law, statute, ordinance or regulation; ((e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information or any content which is defamatory, libelous, threatening, unlawful, harassing, indecent, abusive, obscene, or lewd and lascivious or pornographic, or exploits minors in any way or assists in human trafficking or content that would violate rights of publicity and/or privacy or that would violate any law; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of PRO ISO, other Products, or the Internet; (h) to collect or track the personal information of others; (i) to damage, disable, overburden, or impair PRO ISO or any other party's use of PRO ISO; (j) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of PRO ISO, other Products, or the Internet; (l) to personally threaten or has the effect of personally threatening other Subscribers. We reserve the right to terminate your use of PRO ISO for violating any of the prohibited uses.

5.4. You shall not sublicense, resell or distribute the Service to any third party without prior written consent from the Provider.

5.5. You acknowledge that PRO ISO is not responsible or liable and does not control the content of any information that may be posted or stored on PRO ISO by You or other users of PRO ISO and you are solely responsible for the same. You agree that You shall not upload, post, or transmit any content that you do not have a right to make available (such as the intellectual property of another party).

5.6. You agree to comply with all applicable laws, statutes and regulations concerning your use of PRO ISO and further agree that you will not transmit any information, data, text, files, links, software, chats, communication or other materials that are abusive, invasive of another's privacy, harassing, defamatory, vulgar, obscene, unlawful, false, misleading, harmful, threatening, hateful or racially or otherwise objectionable, including without limitation material of any kind or nature that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, provincial, national, or international law or regulation, or encourage the use of controlled substances.

5.7. You may not use Our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

5.8. You acknowledge that the Service has not been designed to collect or process sensitive personal information and accordingly, you agree not to use the Service to collect, process or store any sensitive information. We will not have, and We specifically disclaim any liability that may result from Your use of the Service to collect, process and store sensitive information.

5.9. You shall obtain all necessary consents and permissions from individuals whose personal data is collected or processed through PRO ISO.

5.10. Provider/Software Developer reserves the right to monitor the Subscriber's use of PRO ISO to ensure compliance with these terms and applicable laws.

5.11. In the event of suspected violation of these terms, applicable laws, and regulations, we investigate and take appropriate actions, including but not limited to warning the Subscriber, suspending, or terminating the Subscriber's access to PRO ISO, and reporting any illegal activities to the relevant authorities.

6.1. The Subscriber agrees to pay all applicable Service Fees and charges associated with their subscription to PRO ISO as outlined in the service order, statement of work, supplemental terms, or otherwise agreed usage charges as per the Annexure A of this Agreement.

6.2. The Subscriber shall provide valid and up-to-date payment information, such as debit card, credit card, or other approved payment methods, to Provider/Software Developer.

6.3. The Subscriber authorizes the Provider to charge the designated payment method for all applicable Service Fees and charges. Subscriber further authorizes Provider/Software Developer to use a third party to process payments and consent to the disclosure of your payment information to such third party.

6.4. All Service Fees and charges are exclusive of any applicable taxes, including Goods and Services Tax (GST) or other similar taxes, imposed by the concerned government or authorities. The Subscriber shall be responsible for paying any such taxes as required by applicable laws.

6.5. In addition to the Service Fee, the Provider may charge one-time setup Fees, onboarding Fees, or Fees for customization or integrations requested by the Subscriber. The details of such additional Service Fee shall be provided in writing by the Provider and agreed upon by both parties.

6.6. Provider/Software Developer shall issue invoices or payment receipts to the Subscriber for all applicable Service Fees and charges, either electronically or through other agreed-upon means.

6.7. The Subscriber shall review invoices promptly upon receipt and notify Provider/Software Developer of any discrepancies or concerns within a reasonable time frame.

6.8. Unless otherwise stated in the pricing section or agreed upon by both parties in writing, all Service Fees and charges shall be payable in advance on a recurring basis.

6.9. The payment is due within the specified timeframe from the invoice date or dates mentioned in the purchase order, and failure to make a timely payment may result in suspension or termination of the Subscriber's access to PRO ISO.

6.10. All Service Fees and charges are non-refundable, except as expressly provided in this Agreement .

6.11. Software Developer/Provider reserves the right to modify the Service Fee and charges for the Service upon providing the Subscriber with prior notice, which may be in the form of an updated pricing schedule or other written communication. The Service Fee adjustments shall become effective upon the start of the next billing cycle. In the event of a Service Fee increase, the Subscriber may have the option to terminate their subscription upon written notice to Software Developer/Provider before the Effective Date of the Service Fee increase.

7.1. The term of Service begins with a valid subscription and will remain in effect as long as the Subscriber has a valid subscription, statement of work, or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first. The term will be defined for each Service order or invoice.

7.2. The Software Developer may terminate an Account and subscription to a Service at the end of the then-current Subscription term by providing notice of 30 days (thirty) calendar days to the other Party.

7.3. The Provider specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Provider or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

7.4. Either Party can terminate this Agreement if the other Party commits a material breach of these terms, other Agreements, or applicable laws not cured for more than 15 (fifteen) calendar days, if the other Party becomes subject to a petition in bankruptcy, or any other proceedings relating to insolvency, liquidation, or assignment for the benefit of creditors. In case, if the Subscription is terminated by Software Developer/Provider in accordance with this clause, the Subscriber must pay any unpaid Service Fees covering the remainder of the Subscription Term.

7.5. At the termination of this Agreement, any provision that would be expected to survive termination by their nature shall remain in full force and effect. You will be subject to this Agreement for as long as you have access to PRO ISO.

8.1. The software, source code, and any related materials provided by the Software Developer/Provider are distributed under the GNU General Public License (GPL). The Software Developer/Provider expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2. The Software Developer/Provider asserts that the software and source code provided under this Agreement are in compliance with the conditions set forth in the GNU General Public License (GPL), version 3. The Software Developer/Provider adheres to the terms and obligations specified in the GPL, including the provisions related to distribution, modification, and access to source code.

8.3. Subscribers are obligated to adhere to the terms and conditions of the GNU General Public License when using, modifying, or distributing the software or source code provided by the Software Developer/Provider. Subscribers are encouraged to review the full text of the GNU GPL to ensure compliance with its provisions attached herewith. (https://www.gnu.org/licenses/gpl-3.0.en.html#license-text)

8.4. By using the software, source code, or related materials provided by the Software Developer/Provider, the User acknowledges and agrees to be bound by these Terms of Warranties and the GNU General Public License.

8.5. The Software Developer/Provider is not liable in case any revisions of the Versions of GNU General Public License are released subsequent to the signing of this Agreement, the Subscriber has to apprise themselves with any alterations/changes/modifications in the License subsequent to the signing of this Agreement.

8.6 The Subscriber acknowledges and expressly agree that the services provided by the Provider are facilitated through the utilization of the Frappe Framework and the Cloud Service Provider, Frappe Cloud. The Subscriber further understands and accept that any potential data loss, service disruption, or service discontinuity arising from factors directly or indirectly related to Frappe or Frappe Cloud is within the scope of this agreement and shall be deemed acceptable by the Subscriber. Consequently, the Subscriber waives any right to make claims against the Provider for compensation, damages, or any other form of relief arising from such incidents. This clause shall remain effective throughout the duration of the contractual relationship between the parties.

9.1. The Provider may collect and process personal information and other data from the Subscriber and its Agents, and End-Users as necessary for the provision of providing the Service. The Provider's privacy policy shall govern the collection and processing of such data. The Subscriber is responsible for reviewing the privacy policy periodically to stay informed of any changes.

9.2. The Subscriber retains all rights, titles, and interest in and to any data or information submitted, uploaded, or transmitted by the Subscriber or its authorized users through PRO ISO ("End-User Data").

9.3. The Subscriber hereby grants the Provider a limited, non-exclusive, worldwide, royalty-free license to process the End-User Data solely for the purpose of providing Software Management Consultancy through PRO ISO and fulfilling its obligations under this Agreement and applicable laws.

10.1. The Subscriber acknowledges that the use of PRO ISO carries certain inherent risks and uncertainties including:

10.1.1. Technical risks such as interruptions, delays, or unavailability of Cloud Services due to hardware, software, or network failures.

10.1.2. Compatibility risks such as incompatibility between PRO ISO and the Subscriber's hardware, software, or network environment.

10.1.3. Security risks, such as unauthorized access, data breaches, or loss of data.

10.2. By using PRO ISO, the Subscriber voluntarily accepts and assumes all risks associated with its use. The Subscriber acknowledges that the Provider shall not be held liable for any damages, losses, or harm arising from or related to the inherent risks of utilizing PRO ISO.

10.4. Notwithstanding any provision to the contrary, in the event of a data breach, the Provider shall not be liable for any direct, indirect, consequential, or incidental damages arising from the access, disclosure, or loss of data. This clause aims to delineate the responsibilities and limitations of the parties involved in safeguarding data on the cloud servers.

11.1. You agree that PRO ISO and all Services provided by the Provider are the property of the Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property. You agree that the Provider owns all rights, title, and interest in and to the Provider IP and that You will use the Provider IP only to the extent permitted in this Agreement and not for any other purposes including anny unlawful or infringing purpose. You agree not to reproduce or distribute the Provider IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Provider.

11.2. You agree not to modify directly or indirectly, copy, reproduce, distribute, display, perform, or create derivative works based on the Provider IP.

11.3. You acknowledge and agree that this Agreement does not give you any right to implement PRO ISO patents.

11.4. Each Party shall retain all rights, titles and interests in its respective intellectual property rights. The rights granted to the Subscriber, Agents, and End-Users to use the services under this Agreement do not include any additional rights or intellectual property rights of Provider/Software Developer.

11.5. If You come to know about any of Your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of Our Subscribers, please contact Us and let Us know.

11.6. In the event that the Subscriber becomes aware of any infringement or unauthorized use of the Provider IP, the Subscriber shall promptly notify the Provider and provide all necessary assistance to protect the Provider's rights in the Provider IP.

12.1. The Subscriber grants the Provider the right to use the Subscriber's name, logo, and general description of the nature of the service provided in connection with this Agreement for the purpose of identifying the Subscriber as a customer of the Provider. The Provider may include the Subscriber's name and logo on its website, marketing and promotional materials.

12.2. Whenever the Subscriber requests to make reasonable changes or restrictions on the use of its name and logo, the Provider shall make a commercially reasonable effort to accommodate such requests. Neither party shall make any public statement or press release regarding this Agreement without the prior written consent of the other party, except as required by applicable law or regulation.

13.1. Provider/Software Developer will indemnify and defend the Subscriber from and against any claim brought by a third party against the Subscriber alleging Subscriber's use of Service infringes third-party valid intellectual property rights (IP Claim). Provider/Software Developer shall, at its own expenses defend such IP claim and pay damages finally awarded against Subscriber in connection therewith, provided Subscriber promptly notify Software Developer/Provider of a threat or notice of IP Claim, Provider/Software Developer reserves the exclusive right to defend such claims, contingent that Subscriber full cooperates with Provider/Software Developer in connection therewith.

13.2. You agree to defend and indemnify the Provider and any of its Affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's Fees, which may arise from or relate to Your use or misuse of PRO ISO or Services, Your breach of this Agreement, or Your conduct or actions. Provider/Software Developer will immediately notify the Subscriber of the threat or notice of such a claim. Provider/Software Developer will cooperate with Subscriber in connection with such disputes. You agree that the Provider shall be able to select its own legal counsel and may participate in its own defense if the Provider wishes.

14.1. The Provider may, from time to time and at any time modify this Agreement. We will provide you with reasonable advance notice of changes to this Agreement that materially adversely affect your use of the Service or your rights through email or by notification or any other similar methods.

14.2. If the Subscriber does not agree with any proposed modifications to this Agreement, the Subscriber may terminate this Agreement in accordance with the Term and Termination clause herein.

14.3. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

14.4. You agree to routinely monitor this Agreement and refer to the Effective Data posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of PRO ISO after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.

14.5. In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

This Agreement constitutes the entire understanding between the Parties with respect to any and all use of the Services. This Agreement supersedes and replaces all prior or contemporaneous Agreements or understandings, written or oral, between the Parties.

16.1. You agree that Your use of PRO ISO and Services is at Your sole and exclusive risk and that any Services provided by Us are on an "As Is" basis. The Provider hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability.

16.2. The Provider makes no warranties that PRO ISO or Services will meet Your needs or that PRO ISO or Services will be uninterrupted, error-free, or secure. The Provider also makes no warranties as to the reliability or accuracy of any information obtained through the Services.

16.3. You agree that any damage that may occur to You, through Your computer system, or as a result of the loss of Your data from Your use of PRO ISO or Services is Your sole responsibility, and that the Provider is not liable for any such damage or loss.

16.4. All information, software, products, services, and related graphics are provided on this Agreement is "as is" and "as available" basis without warranty of any kind, either expressed or implied.

16.5. Software Developer/Provider disclaims all warranties, expressed, or implied including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement or arising from a course of dealing usage, or trade practice.

16.6. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any information and/or material. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

16.7. You accept all responsibility for and hereby agree to indemnify and hold harmless Software Developer/Provider from and against, any actions taken by you or by any person authorized to use your Account, including without limitation, disclosure of passwords to third parties. If you are dissatisfied with PRO ISO, or the Services or any portion thereof, or do not agree with these terms, your only recourse and exclusive remedy shall be to stop using PRO ISO.

17.1. In no event shall Provider be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of PRO ISO, with the delay or inability to use PRO ISO or related services, the provision of or failure to provide Services, or to deliver the products or for any information, software, products, services and related graphics obtained through PRO ISO, or any interaction between you and other participants of PRO ISO or otherwise arising out of the use of PRO ISO, damages resulting from use of or reliance on the information present, whether based on contract, tort, negligence, strict liability or otherwise, even if Software Developer/Provider or any of its Affiliates/suppliers has been advised of the possibility of damages. If despite the limitation above, the Provider is found liable for any loss or damage which arises out of or in any way connected with the use of PRO ISO and/ or provision of Services., then the liability of the Company will in no event exceed the subscription cost of PRO ISO.

17.2. This aforementioned limitation applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

18.1. AUTHORITY: Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliate's compliance with the terms of this Agreement.

18.2. LANGUAGE: This Agreement and all related communications, notices and documentation shall be conducted in the English language. Any translations provided for convenience or informational purposes are not guaranteed to be accurate or complete, and the English version of this Agreement shall prevail in case of any discrepancies or conflicts.

18.3. JURISDICTION, VENUE/GOVERNING LAW: Through Your use of PRO ISO or Services, You agree that the laws of India shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Provider, with the exception of its conflict of law provisions. The Agreement shall be governed in accordance with the laws of India and the courts at New Delhi will have the exclusive jurisdiction.

18.4. ASSIGNMENT: The Subscriber shall not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the Provider. However, the Provider may assign or transfer this Agreement, in whole or in part, to any affiliated entity or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this clause shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.5. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. The parties agree to replace the severed provision with a valid and enforceable provision that reflects the original intent of the Agreement to the maximum extent possible.

18.6. NO WAIVER: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision. The waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach. No waiver shall be effective unless it is expressly stated in writing and signed by the waiving party.

18.7. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

18.8. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Subscriber and the Provider. This Agreement does not authorize either party to act as an Agent or representative of the other party.

18.9. FORCE MAJEURE: Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, epidemics, pandemics, war, terrorism, strikes, labour disputes, governmental actions, or any other event that is unforeseeable and beyond the reasonable control of the affected party ("Force Majeure Event"). The party affected by the Force Majeure Event shall promptly notify the other party in writing of the occurrence and anticipated duration of such event. The parties' performance under this Agreement shall be suspended during the Force Majeure Event, and the time for performance shall be extended for a period equal to the duration of the Force Majeure Event. If the Force Majeure Event continues for a period of 3 months, either party may terminate this Agreement by providing written notice to the other party without incurring any liability for such termination.

18.10. ELECTRONIC COMMUNICATIONS PERMITTED: The parties agree that electronic communications, including but not limited to email, electronic signatures, and online messaging, shall be deemed valid and legally binding for all purposes under this Agreement. Such electronic communication shall have the same force and effect as if they were in writing and signed by the parties. The parties further acknowledge that electronic communications are reliable, confidential, and secure means of communication.

19.1. By entering into this Agreement, both Parties expressly acknowledge and affirm that they have carefully read, fully understood, and voluntarily agreed to the terms and conditions contained herein.

19.2. Both Parties further acknowledge that they have had the opportunity to seek independent legal advice or consultation to ensure a complete understanding of the legal implications and consequences of entering into this Agreement.

19.3. The Parties hereby declare that their agreement to the terms set forth in this Agreement is based on their own judgment and without any coercion, duress, undue influence, or misrepresentation from any party involved.

19.4. Both Parties acknowledge that they have had sufficient time and opportunity to review and negotiate the terms of this Agreement and that they are satisfied with the terms as drafted.

19.5. It is emphasized that the Parties are fully aware that failure to read or understand the terms of this Agreement does not absolve them from their obligations and responsibilities under its provisions.

19.6. Both Parties agree that they have been given reasonable time to review and seek clarification on any aspects of this Agreement and that their decision to enter into this Agreement is based on their own assessments and understanding.

19.7. By signing below, the Parties hereby declare and confirm their informed consent and understanding of the terms and conditions set forth in this Agreement.