Customer Terms India

1. 1.1. In this Agreement, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires:
   1. “Authorized Users” or “User(s)” shall mean only those employees, agents or contracted personnel of the Licensee who are authorized by the Licensee to use the Software, as more specifically outlined in the ORDER FORM;
   2. “Bug Fixes” shall mean the emergency repair of any system operation that does not comply with current approved system specifications provided to the Licensee by disprz. This includes system errors, ‘hung’ or halted screens, or unexpected results within the system that render it unusable for the purpose for which it was designed and licensed by disprz;
   3. “Business Day” shall mean any day (other than Saturday and Sunday) on which the clearing banks are open for business in the territory of the United States of America;
   4. “Cloud” shall mean the Software owned and managed by disprz and, as of the date of the Agreement, deployed in Microsoft’s Azure data centres worldwide, and which may include other cloud platforms utilized by disprz from time to time;
   5. “Confidential Information” shall mean any information disclosed by either Party pursuant to this Agreement that:
      • (a) is in written, graphic, machine-readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature; or
      • (b) in the case of oral or visual disclosure, is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the receiving Party within a reasonable time not exceeding 30 (thirty) days; or
      • (c) under the circumstances, should, in good faith, be considered to be confidential.

      Notwithstanding the foregoing:

      • All technology or proprietary information underlying the Applications belonging to disprz shall be deemed Confidential Information of disprz, without any need for designation; and
      • All technology or proprietary information underlying the Licensee Data and User Content shall be deemed Confidential Information of the Licensee without any need for designation.
   6. “Documentation” shall mean the documents made available to the Licensee/Authorized Users by or on behalf of disprz via www.disprz.net or other websites owned by disprz, or through the Cloud, or through physical or soft copies, from time to time, as part of the ORDER FORM.
   7. “Force Majeure” shall mean an act of God, war, civil disturbance, strike, lockout, act of terrorism, flood, fire, explosion, legislation or restriction by any government or authority, or any other similar circumstance beyond the control of a Party, which has the effect of wholly or partially suspending its obligations during the continuance of such event;
   8. “License Period” shall mean the period for which the Software has been subscribed to by the Licensee under the ORDER FORM;
   9. “Licensee Data” shall mean all data created by or originating from the Licensee or any Authorized User, and all data that is the output of processing or manipulation of such data for the purpose of using the Software or facilitating its use;
   10. “User Content” shall mean all User accounts and User data associated in any manner with the Licensee and its operations;

1. 2.1. With effect from the date on which the Licensee and disprz execute the Order Form (“Effective Date”), the Licensee hereby agrees to subscribe to, and to use, the Software developed by disprz on a Software-as-a-Service basis.
2. 2.2. On and from the Effective Date, disprz grants the Licensee a limited, worldwide, non-transferable, non-sublicensable and non-exclusive right to permit the Authorised Users of the Licensee to use the Software and the Documentation during the License Period in the manner contemplated by this Agreement and the ORDER FORM, solely for the purpose of corporate employee learning, development, and engagement.
3. 2.3. In consideration of the license granted under this Clause 2, the Licensee hereby agrees to pay disprz the License Fee set out in the ORDER FORM, and to comply with all other terms and conditions of this Agreement.
4. 2.4. The Software herein are licensed and not sold. Accordingly, all rights not expressly granted in this Agreement are expressly reserved by the Licensor and/or its suppliers.
5. 2.5. The License shall commence on the Effective Date and continue until terminated in accordance with the provisions of this Agreement.

1. 3.1. The Software shall be installed and maintained on the Cloud by disprz and will be accessible by the Licensee in accordance with the terms and conditions set out in this Agreement and the ORDER FORM, from the Effective Date or such other date as may be agreed between the Parties.
2. 3.2. Access to the Software is subject to payment of the License Fee by the Licensee, in accordance with the details provided in the Order Form.
3. 3.3. The Software shall be used and consumed only by Authorized Users of the Licensee.
4. 3.4. In the event of any unauthorised use of the Software attributable to the act or omission of the Licensee or its employees and/or representatives, without prejudice to disprz’s other rights and remedies, the Licensee shall be liable to pay disprz an amount equal to the fees (calculated based on disprz’s standard practice and rates) that would have been payable had such use been properly licensed from the commencement of such unauthorised use.
5. 3.5. The Service Levels and Software Commercials applicable to the Software pursuant to this Agreement are set out in the Order Form.

1. 4.1. This Agreement only gives the Licensee certain limited rights to use the Software during the License Period. disprz reserves all other rights in and to the Software.
2. 4.2. disprz hereby grants the Licensee a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Software, provided that:
   1. the Licensee has lawfully obtained the Software and complies with the terms of this Agreement; and
   2. the Licensee ensures that the Authorized Users who use the Software (accessed either locally or remotely) do so only on behalf of the Licensee and in compliance with the terms and conditions of this Agreement and the ORDER FORM.
3. 4.3. The Licensee shall not:
   1. use, copy, modify, prepare derivative works from, or distribute the Software except as expressly permitted in this Agreement;
   2. reverse assemble, reverse compile, translate, or reverse engineer the Software or any programs subscribed pursuant to this Agreement;
   3. use any of the Software’s components, files, modules, audio-visual content, or related licensed materials separately from the Software;
   4. sublicense, sell, rent, lease or assign the Software or the License, except as permitted under this Agreement and/or the ORDER FORM;
   5. use the Software to store or transmit infringing, defamatory, unlawful or tortious material, or material in violation of third-party privacy rights; and
   6. remove, obscure, alter or modify any logos, trademarks, copyright notices, digital watermarks or other proprietary notices of disprz or its suppliers included in the Software or related content, except as expressly agreed between disprz and the Licensee.
4. 4.4. The right to access the Software does not grant the Licensee any right to implement or use disprz’s patents or other intellectual property in any ancillary software or devices used to access the Software.

1. 5.1. The Licensee shall:
   1. be responsible for the compliance of Authorized Users with the terms of this Agreement;
   2. be solely responsible for the accuracy, quality, integrity and legality of the Licensee Data and the means by which such Licensee Data is acquired;
   3. be responsible for maintaining the security and confidentiality of passwords used to access the Software;
   4. use commercially reasonable efforts to prevent unauthorized access to or use of the Software; and
   5. use the Software only in accordance with the Documentation made available by disprz and applicable laws.

1. 6.1. In consideration of the grant of the License, the Licensee agrees to pay disprz a License Fee, the details of which are outlined in the Order Form.
2. 6.2. The License Fee (together with applicable goods and services tax, if any) shall be levied by disprz with effect from the Effective Date and shall be payable by the Licensee within 30 Days of receipt of disprz’s invoice, to enable the Licensee’s continued access to the Software.
3. 6.3. If disprz has not received payment within 30 Days after the due date, then without prejudice to any other rights and remedies of disprz:
   1. disprz may, without liability to the Licensee, suspend or disable the Licensee’s password, account and access to all or part of the Software, and shall have no obligation to provide access to the Software or Documentation while the relevant invoice(s) remain unpaid; and
   2. interest shall accrue on such outstanding amounts at a rate of 1% per 30 Days of delay, commencing from the due date until full payment is received.
4. 6.4. In the event that the Licensee seeks to increase the number of Authorized Users accessing the Software under the subscription terms set out in the Order Form, an additional License Fee shall be payable, where applicable, for such additional Authorized Users. Authorized User subscriptions and corresponding login credentials shall not be shared among multiple users.

1. 7.1. Subject to the terms and conditions of this Agreement, disprz agrees to provide to the Licensee certain services, as more fully detailed in Clause 7.2 below and the relevant ORDER FORM (collectively referred to as “Maintenance Services” and “Support Services” or “Services/Service Levels”), to assist the Licensee in the implementation, usage and proper functioning of the Software through enhancements, Bug Fixes and improvements.
2. 7.2. In addition to enhancements, Bug Fixes and improvements requested by the Licensee, the following Services shall be included in the Service Levels:
   1. assistance with queries relating to implementation, operation, day-to-day usage and recommended configuration for smooth functioning of the Software;
   2. user, configuration and administrator training at the time of installation of the Software, as provided in Clause 8 (Training Services). Any additional training requested by the Licensee may be provided at an additional cost, as mutually agreed;
   3. billing by disprz for any training services required after the initial training services are completed; and
   4. e-mail and telephone support from disprz staff between 8:00 AM and 5:00 PM EST, Monday to Friday.
3. 7.3. The Licensee agrees that this Agreement applies only to the Software functionality available at the time of execution of this Agreement and does not cover any functionality planned for future release unless expressly set out in the Order Form. Enhancements to existing features shall be made available at no additional charge. However, any new features or functionality not included in the Licensee’s subscribed Software may be offered by disprz at an additional fee, and access to such features shall be subject to payment of such fee.
4. 7.4. disprz shall not be responsible for providing Maintenance Services or Support Services in relation to any additions or modifications made to the Software by the Licensee or any third party. Any issues arising from such changes shall not be covered under this Agreement. Services relating to such issues may be provided under a separate agreement and shall be billed additionally.
5. 7.5. Service Levels shall be provided to the Licensee in accordance with the categories set out in the Order Form.
6. 7.6. Notwithstanding the foregoing, disprz may, at its sole discretion, provide additional Services in circumstances not covered above, subject to mutually agreed additional charges, over and above the License Fee.

1. 8.1. disprz shall provide to the Licensee, commencing from the Effective Date of this Agreement, certain training services as outlined in the ORDER FORM, which shall be included as part of the Services in consideration of the License Fee.
2. 8.2. Any additional training services requested by the Licensee shall be provided by disprz at additional charges, levied in accordance with the terms set out in this Agreement.

1. 9.1. This Agreement shall come into force with effect from the Effective Date and, subject to Clause 10 (Termination), shall continue until the completion of the License Period (the “Term”).
2. 9.2. Upon expiry of the Term, and in the absence of notice in accordance with Clause 9.3, this Agreement shall automatically renew for a period equivalent to the Term, subject to mutual agreement of the Parties on revised commercial terms, if any.
3. 9.3. Either Party may notify the other Party at least 30 Days prior to the expiration of the Term or the License Period of its intention not to renew this Agreement or to renew on revised terms and conditions.

1. 10.1. Either Party may terminate this Agreement without cause at any time by providing the other Party with at least 60 Days’ prior written notice.
2. 10.2. In the event that the Licensee terminates this Agreement prior to the end of the License Period for reasons other than a breach by disprz, the Licensee shall not be entitled to any refund of the License Fee. In the event of termination due to a breach by disprz, the License Fee shall be refundable on a pro-rata basis.
3. 10.3. In the event of a Material Breach (as defined in Clause 10.4) by the Licensee, disprz shall provide written notice of such breach. If the Licensee fails to cure such breach within 30 Days of receipt of such notice (“Cure Period”), disprz shall be entitled to terminate this Agreement upon expiry of the Cure Period and pursue all legal remedies available under this Agreement.
4. 10.4. For the purposes of this Agreement, “Material Breach” shall mean:
   1. breach of intellectual property rights; or
   2. failure by the Licensee to resolve implementation issues relating to the Software for a period exceeding 30 Days after such issues have been notified by disprz, provided such issues are not attributable to disprz.
5. 10.5. Upon termination of this Agreement for any reason, the Licensee shall promptly discontinue use of the Software. Any provisions of this Agreement which by their nature are intended to survive termination shall continue in full force and effect.
6. 10.6. disprz reserves the right to terminate this Agreement upon 30 Days’ prior written notice and suspend access to the Software in the event of: (a) non-payment of the License Fee or renewal fee by the Licensee; or (b) breach of the terms of this Agreement by the Licensee, provided such events are not attributable to disprz. disprz shall notify the Licensee of such suspension. disprz shall not be liable for any damages or claims arising from such suspension.
7. 10.7. If the License is suspended due to non-payment by the Licensee, access may be reinstated at disprz’s sole discretion upon receipt of the required payment. Renewal of the License Period shall be governed by Clause 6 (Fees and Payment Terms) and Clause 9 (Term) of this Agreement.

1. 11.1. Upon expiry of the License Period or upon any earlier termination of this Agreement in accordance with Clause 10 (Termination), disprz shall promptly cease to provide access to the Software to the Licensee and any Authorized Users.
2. 11.2. Upon termination of this Agreement, all rights and authorizations granted by either Party to the other shall terminate with immediate effect, and all payments accrued up to the effective date of termination shall become immediately due and payable.
3. 11.3. The accrued rights of the Parties as at termination, and any provisions which by their nature are intended to survive termination (whether expressly stated or implied), shall remain in full force and effect and shall not be affected or prejudiced by such termination.

1. 12.1. Subject to the limited rights expressly granted under this Agreement, disprz reserves all rights, title and interest in and to the Software, including all related intellectual property rights. The Licensee acknowledges that disprz is, and shall remain, the sole owner of all intellectual property rights in and to any solutions, analytical applications and/or products developed by disprz. No rights are granted to the Licensee other than as expressly set forth herein.
2. 12.2. disprz acknowledges that any intellectual property owned by the Licensee and residing on the Software platform, by virtue of being provided or uploaded by the Licensee, shall remain the sole property of the Licensee.
3. 12.3. The Licensee acknowledges that all intellectual property in any corrections, enhancements, updates, modifications, versions, translations or derivatives of the Software shall remain the exclusive property of disprz.
4. 12.4. The Licensee shall be the sole owner of all intellectual property rights in and to any content developed by the Licensee using the Software.
5. 12.5. The Parties acknowledge that all third-party intellectual property rights are the exclusive property of their respective owners. Each Party shall inform the other Party of any third-party intellectual property rights required under this Agreement. In such cases, the Parties shall seek to procure appropriate licenses from the respective owners and mutually agree on the allocation of associated costs.

13. CONFIDENTIALITY

1. 13.1. Each Party may be given access to Confidential Information (whether communicated orally, in writing, in electronic form or otherwise) from the other Party concerning the business and affairs of the other Party (including disprz’s proprietary information, Licensor Developments and technical data) that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement, in order to perform its obligations under this Agreement.
2. 13.2. The Party that receives Confidential Information shall be known as the “Receiving Party”, and the Party that discloses Confidential Information shall be known as the “Disclosing Party”.
3. 13.3. Both Parties agree to hold all Confidential Information of the other in trust and confidence, as they would their own confidential information. The Parties agree and undertake not to disclose Confidential Information of the other except to those of their respective employees, vendors, agents, consultants, affiliates, sub-contractors, advisors and legal counsel, as may be required to carry out or enforce the terms and conditions of this Agreement.
4. 13.4. The Receiving Party shall not, and shall ensure that its employees, agents, consultants, sub-contractors and professional advisers shall not, during the term of this Agreement or thereafter for a period of 1 year, or during the stage of installation, training and/or support, disclose to any person or use, copy, adapt or alter for any purpose any Confidential Information obtained from the Disclosing Party, without prior written consent of the Disclosing Party, and shall take reasonable measures to prevent unauthorized disclosure or use of such Confidential Information.
5. 13.5. Neither Party shall be under an obligation to keep information confidential if it can demonstrate that such information:
   1. was publicly available or generally known to the public at the time of disclosure or has subsequently entered the public domain, except as a result of a breach of this Agreement; or
   2. was already in the Receiving Party’s possession from another source not related to a Party under this Agreement prior to disclosure by the Disclosing Party, and the Receiving Party was not under any obligation of confidentiality in respect of such information.
6. 13.6. The following circumstances shall not constitute a breach of confidentiality obligations by the Receiving Party where Confidential Information is disclosed:
   1. to the Receiving Party’s employees, agents, sub-contractors and professional advisers to the extent necessary to enable the Receiving Party to exercise its rights and perform its obligations under this Agreement, provided that such persons are bound by confidentiality obligations no less onerous than those contained herein;
   2. where disclosure is required by law, regulation, court order, governmental authority or regulatory agency, provided that, to the extent permitted, the Receiving Party:
      1. provides the Disclosing Party with prompt notice of such request and reasonable assistance (at the Disclosing Party’s cost) to contest such disclosure; and
      2. cooperates with the Disclosing Party and uses all reasonable endeavours to avoid or limit such disclosure.
7. 13.7. The Parties agree that disclosure or use of Confidential Information in breach of this Clause 13 may cause irreparable harm, and that remedies other than injunctive relief may not be adequate. Accordingly, each Party shall be entitled to seek injunctive relief, specific performance and/or other equitable remedies, in addition to any monetary damages.
8. 13.8. The provisions of this Clause 13 shall survive termination and/or expiry of this Agreement for a period of 1 year.

1. 14.1. Each Party shall indemnify, defend and hold the other Party and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses arising from such Party’s breach of its obligations and warranties under this Agreement.
2. 14.2. disprz shall indemnify, defend and hold the Licensee harmless against claims brought by any third party alleging that the Licensee’s use of the Software, in accordance with this Agreement, constitutes direct infringement or misappropriation of such third party’s intellectual property rights.
3. 14.3. Neither Party shall be liable to indemnify the other Party unless the indemnified Party provides written notice of the third-party claim within 30 Days of becoming aware of such claim. The indemnifying Party shall have full control of the defense and settlement of such claim, provided that no settlement imposes any financial obligation on the indemnified Party. If the indemnified Party declines the indemnifying Party’s defense or fails to cede full control of the defense to the indemnifying Party’s designated counsel, the Licensee shall be deemed to have waived the indemnifying Party’s obligations under this Clause 14.
4. 14.4. The provisions of this Clause 14 set forth the sole, exclusive and entire liability of the Parties to each other with respect to indemnification.

1. 15.1. In no event shall either Party’s aggregate liability arising out of or in connection with this Agreement, whether in contract or under any other theory of liability, exceed the total amount paid by the Licensee under this Agreement for the then-current valid term or, with respect to any single incident, the amount payable for the remainder of the License Period calculated on a pro-rata basis, except in cases of breach of confidentiality obligations and third-party claims relating to breach of intellectual property rights. The foregoing shall not limit the Licensee’s payment obligations under Clause 6 of this Agreement.
2. 15.2. The limitations and exclusions of liability set forth in this Clause 15 shall not apply:
   1. in cases of gross negligence or willful misconduct; and
   2. to obligations of indemnity under Clause 14 of this Agreement.

1. 17.1. Any and all disputes or differences between the Parties arising out of or in connection with this Agreement or its performance shall be submitted to final and binding arbitration at the request of either Party, upon written notice to the other Party.
2. 17.2. Such arbitration shall be conducted in accordance with the applicable arbitration laws of India and shall be held in Chennai. All proceedings of such arbitration shall be conducted in the English language.
3. 17.3. The dispute shall be finally settled by a sole arbitrator mutually appointed by the Parties, in accordance with the provisions and procedures stipulated under the arbitration laws applicable in India from time to time. The costs and fees associated with the appointment of such arbitrator shall be jointly borne by the Parties on mutually agreed terms.
4. 17.4. The arbitral award shall be final and binding on the Parties and shall not be subject to appeal. The successful Party may seek to enforce the award in the courts of India.
5. 17.5. Nothing in this Clause 17 shall preclude either Party from seeking interim or permanent equitable or injunctive relief, or both, from any court of competent jurisdiction. The pursuit of such relief shall not be deemed a waiver of the obligation of the Parties to pursue any remedy for monetary damages through arbitration as provided in this Clause 17.

1. 19.1. This Agreement, including the terms outlined in the ORDER FORM, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, representations or agreements, whether written or oral, relating to such subject matter.
2. 19.2. No amendment to or modification of this Agreement, or waiver of any provision of this Agreement, shall be binding unless made in writing and signed or accepted electronically by duly authorized representatives of both Parties.
3. 19.3. In the event of any conflict or inconsistency between the provisions of this Agreement and any terms outlined in the ORDER FORM, the terms of the ORDER FORM shall prevail.