NEWSG8R SOFTWARE AS A SERVICE AGREEMENT

AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IS MANDATORY BEFORE USING NEWSG8R’s SERVICES. ANY ATTEMPTS TO USE OR ACCESS NEWSG8R’s NETWORK AND CONTENT MANAGEMENT SOFTWARE OR SERVICES OFFERING WITHOUT EXPRESSLY AGREEING TO THE TERMS & CONDITIONS, SHALL ALSO SIGNIFY IMPLIED ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS ‘CUSTOMER’.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY OF THE SERVICES. IF THE PARTIES HAVE A DULY EXECUTED AGREEMENT IN PLACE THAT EXPRESSLY GOVERNS ORDERS FOR USE OF NEWSG8R’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This Software as a Service Agreement (“Agreement”) is entered into between (“Customer”) and RS NEWSGATOR INDIA PRIVATE LIMITED, a Technology Company (“Newsg8r”), with its principal place of business at Jaipur, Rajasthan. Newsg8r and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.
 

1. DEFINITIONS


“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Newsg8r.

“Newsg8r admin user” has administrator access to Customers organization /data to debug issues.

“Customer Content” means all data and materials provided by Customer on Newsg8r platform for using them to his personal preference like images and videos.

“Add-on Module” shall mean software modules that at any time may be added on to the Product

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Newsg8r to Customer regarding the use or operation of the SaaS Services.

 “Host” means the computer equipment on which the Software is installed, which is owned and operated by Newsg8r.

“Identity access” means a unique collection of identity data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although Identity access for user accounts that have been deactivated may remain in the identity management system, those inactive Identity access will not be included in the number of Identity access licenses in use by Customer.

“Capacity Increase” shall mean the additional capacity increase to the Product that may be obtained by a Customer during the term of this Agreement

“Maintenance Services” means the support and maintenance services provided by Newsg8r to Customer pursuant to this SaaS Agreement.

“Other Services” means all technical and non-technical services performed or delivered by Newsg8r under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.

 “Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

 “Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through Newsg8r’s SaaS Services. The Subscription Term shall renew for successive 12- month periods unless either party delivers written notice of non-renewal to the other party at least 60 days prior to the expiration of the then-current Subscription Term.

 “Premium Plan” means another set of standard specifications offered by the Newsg8r that can be opted in as an upgrade at cost including license cost and fixed cost.

 “Rate Card”- is a document outlining software specifications with corresponding commercials like licensing fees, overage and additional services, setup costs, infrastructure, services etc.

 

2. SAAS SERVICES

2.1 Customer acknowledges that this Agreement is a services agreement and Newsg8r will not be delivering copies of the Software to Customer as part of the SaaS Services.

2.2 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, Geographically restricted right to access and use the SaaS Services solely for their internal business operations subject to the terms of this Agreement and up to the specifications and number of Identity accesses documented in the Exhibit(available on request) with applicable rates offered by the Newsg8r.


2.3 Capacity Increase options above the offered specifications for free tier can be availed by the Customer as per applicable rates offered by the Newsg8r.

2.4 Any other services availed during the free tier shall be billed as per applicable rates offered by the Newsg8r.


2.5 The Customer will be allowed to upgrade to another Premium Plan during the Subscription term at the applicable rates offered by the Newsg8r.

 

3. RESTRICTIONS

Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized Identity access users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Newsg8r shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Newsg8r.

4. CUSTOMER RESPONSIBILITIES

4.1 Assistance. Customer shall provide commercially reasonable information and assistance to Newsg8r to enable Newsg8r to deliver the SaaS Services. Upon request from Newsg8r, Customer shall promptly deliver Customer Content to Newsg8r in an electronic file format specified and accessible by Newsg8r. Customer acknowledges that Newsg8r’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. 

4.2 User Access and Identity Management. All new Identity access for user accounts added to the platform are registered under reporters, editors, administrators. Administrators will have total access to the data, remaining accounts will have restricted access based on their roles. Although Identity access for user accounts that have been deactivated will remain in the identity management system, those inactive Identity access will be included in the number of Identity access licenses in use by Customer.

4.3 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Newsg8r exercises no control over the content of the information transmitted by Customer or the Identity access users through the SaaS Services. (a) Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. (b) Any material that contains viruses, Trojan horses, worms, time bombs or any other similar software or programs that may damage the operation of another’s computer or property of another, (c) Any images, material or information that violate any applicable laws or regulations, (d) Spam or unsolicited advertising or promotional material, (e) Images, material or information that cause or are likely to cause annoyance, inconvenience

4.4 Unauthorized Use; False Information. Customer shall: (a) notify Newsg8r immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Newsg8r immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any Identity access user, and (c) not provide false identity information to gain access to or use the SaaS Services.

4.5 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Newsg8r shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

4.6 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Newsg8r immediately of any unauthorized use of any password or usid or any other known or suspected breach of security, (ii) report to Newsg8r immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity access user, and (iii) not provide false identity information to gain access to or use the Service.

4.7 License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to Newsg8r a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.

4.8 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Newsg8r or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some Newsg8r programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by Newsg8r and not under the Agreement.

4.9 Suggestions. Newsg8r shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services. 

5. ORDERS AND PAYMENT

5.1 Orders. Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Schedule attached herewith. In the event of a conflict between the terms of a Schedule and this SaaS Agreement, the terms of the Schedule shall take precedence.

5.2 The license fee excludes any other charges incurred on behalf of the Customer including Platform Maintenance and upgradation charges, Service support, server preparation, upgradation, reconfiguration and on-site installation etc. as mentioned in the rate card offered by the Newsg8r. 

5.3 Capacity Increase options, above the stipulated specifications can be availed by the Customer on request or otherwise by continued usage and, are chargeable as per applicable rates offered by the Newsg8r.


5.4 Pricing and Overage. Customer must select a desired plan from the Newsg8r rate card. This rate card consists of pricing, number of users, features that Customer gets, Initial setup costs, AMC and Services. Every Plan on the rate card has its own Overage Pricing which the Customer must pay after he exceeds his given quota of Storage and Download limit for that month. 

5.5 Invoicing and Payment. Unless otherwise provided in the Schedule, Newsg8r shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Indian Rupees, and must be paid by Customer to Newsg8r in Indian Rupees.

5.6 Expenses. Customer will reimburse Newsg8r for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Newsg8r shall notify Customer prior to incurring any such expense.

5.7 Taxes. Newsg8r shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, Goods and Services Taxes (GST), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Newsg8r’s net income, capital or corporate franchise.

6. TERM AND TERMINATION

6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach. 

6.3 Suspension for Non-Payment. Newsg8r reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Newsg8r under this SaaS Agreement, but only after Newsg8r notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Newsg8r shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s non-payment.

6.4 Termination of Data. The Data will also be terminated from the Newsg8r’s servers if any-one of the cases mentioned in 6.2 and 6.3 occur. The Data can be requested by the Customer, which will be shipped to him in a hard drive with maximum data storage equivalent to allowance and a cost as mentioned in Exhibit A.

6.5 Suspension for Ongoing Harm. Newsg8r reserves the right to suspend delivery of the SaaS Services if Newsg8r reasonably concludes that Customer or an Identity access user’s use of the SaaS Services is causing immediate and ongoing harm to Newsg8r or others. In the extraordinary case that Newsg8r must suspend delivery of the SaaS Services, Newsg8r shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Newsg8r shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.5. Nothing in this Section 6.5 will limit Newsg8r rights under Section 6.6 below.

6.6 Effect of Termination.

  1. Upon termination of this SaaS Agreement or expiration of the Subscription Term, Newsg8r shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.

  2. If Newsg8r terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to Newsg8r all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such terminations. If Customer terminates this SaaS Agreement due to a breach by Newsg8r, then Newsg8r shall immediately repay to Customer all prepaid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.

  3. Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
     

7. WARRANTIES

7.1 Warranty. Newsg8r represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.

7.2 NEWSG8R WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. NEWSG8R DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT NEWSG8R WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT NEWSG8R DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY NEWSG8R (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER NEWSG8R NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL NEWSG8R OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

8. LIMITATIONS OF LIABILITY

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF NEWSG8R) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.

9. INDEMNIFICATION

9.1 Indemnification by Newsg8r. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Newsg8r’s negligence or wilful misconduct has caused bodily injury or death, Newsg8r shall defend Customer and its directors, officers and employees against the claim at Newsg8r’s expense and Newsg8r shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Newsg8r, to the extent arising from the claim. Newsg8r shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by Newsg8r, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. Newsg8r may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

9.2 Indemnification by Customer. If a third party makes a claim against Newsg8r that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Newsg8r and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

9.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defence and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defence and settlement of the claim.

10. CONFIDENTIALITY

10.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. Newsg8r software and Documentation are deemed Confidential Information of Newsg8r.

10.2 Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

10.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

11. GENERAL PROVISIONS

11.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Newsg8r’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.

11.2 Personal Data. Customer hereby acknowledges and agrees that Newsg8r’s performance of this SaaS Agreement may require Newsg8r to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to Newsg8r, Customer agrees that Newsg8r and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Newsg8r to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to Newsg8r. Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and Newsg8r SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information, which any Newsg8r SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Newsg8r under this Agreement, including that such processing according to Customer’s instructions will not place Newsg8r in breach of applicable data protection laws. Prior to processing, Customer will inform Newsg8r about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the Newsg8r SaaS meets such restrictions or special requirements. Newsg8r to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

11.3 Newsg8r will only process Customer Personal Data in a manner that is reasonably necessary to provide SaaS Services and only for that purpose. Newsg8r will only process Customer Personal Data in delivering Newsg8r SaaS. Customer agrees to provide any notices and obtain any consent related to Newsg8r’s use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

11.4 Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.

11.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.

11.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

11.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.

11.8 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.

11.9 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

11.10 Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.

11.11 Publicity. Newsg8r may include Customer’s name and logo in its customer lists and on its website. Upon signing, Newsg8r may issue a high-level press release announcing the relationship and the manner in which Customer will use the Newsg8r solution. Newsg8r shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.

11.12 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

11.13 No Third-Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

11.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

11.15 Statistical Information. Newsg8r may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.

11.16 Governing Law. This SaaS Agreement shall be governed by the laws of the State of Rajasthan, excluding its conflict of law principles. The Indian Convention on Contracts for the International Sale of Goods shall not apply.

11.17 Compliance with Laws. Newsg8r shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

11.18 Dispute Resolution. Customer’s satisfaction is an important objective to Newsg8r in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

11.19 Signatures. This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this SaaS Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.

 
Give us a shout at
buzz@newsg8r.com
Follow us on

© RS Newsgator India Pvt.Ltd 2020