PHRAZOR | SUBSCRIPTION AGREEMENT
By executing this Agreement, the Subscriber represents that its authorized signatory has the authority to bind the Subscriber to the T&C. The Subscriber access to and use of Phrazor System constitutes the Subscriber’s irrevocable acceptance to the T&Cs, which establishes a contractual relationship between the Company and the Subscriber. The T&Cs expressly supersede any oral or written prior agreements or arrangements between the Company and the Subscriber.
1.2. “Subscription Service” shall mean a subscription based software-as-a-service provided by the Company to the Subscriber to use Phrazor System;
2. Subscription Rights
The Company hereby grants to the Subscriber a non-sub licensable, non-transferable, non-exclusive subscription to access and use the Service, solely for Subscriber’s internal business purposes.
3. Subscription Fee and Payments
3.1. The detailed structure of the subscription fee (“Subscription Fee”) for the Subscription Services is detailed in Annexure B of this Agreement, which is exclusive of all applicable taxes. Except as expressly set forth herein, all fees are non-refundable once paid.
3.2. Payments shall be due in advance and should be made within 15 (fifteen) days from the date of receipt of invoice.
3.3. The Subscription Service will only be rendered upon receipt of the said payments. In any event, where the payment is not received, Company at its sole discretion, shall suspend or terminate the Subscription Services by providing 7 (seven) days prior notice via email or fax.
3.4. If any withholding tax is required by applicable law to be paid by the Subscriber in relation to payments due to the Company hereunder, the Subscriber will provide the Company with official receipts and/or certificates from the appropriate taxing authorities to establish that any applicable taxes have been paid.
This Agreement shall be effective from the Effective Date until terminated earlier in accordance with the terms of this Agreement and the T&Cs.
The Company makes no warranty or representation, express or implied, with respect to Phrazor System, which is otherwise provided “as is”. All other warranties, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade, are hereby expressly disclaimed, and any statements or representations made by any other person or company are void.
7. Limitation of Liability
In no event will either party be liable for any damages, including without limitation any indirect, special, incidental, consequential, exemplary or punitive damages of any kind, whether under this agreement or otherwise, even if advised of the possibility of such loss. these limitations and exclusions apply without regard to whether the damages arise from: (a) breach of contract, (b) breach of warranty, (c) negligence, or (d) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law. If Subscriber does not agree with any part of this Agreement, its sole and exclusive remedy is to discontinue using Phrazor System and any associated content. In no event shall the Company’s total aggregate liability for any and all claims arising out of or in connection with this agreement exceed the fees paid or owed by the Subscriber to the Company under this Agreement during the 6 (six) months preceding the claim.
8. Termination; Survival
The Company reserves the right to terminate or suspend the Subscriber access to the Phrazor System with at least 30 (thirty) days prior written notice, provided however that the Company may terminate the Subscriber’s access immediately if the Subscriber materially breaches this Agreement and the Company has notified the Subscriber in writing providing the Subscriber with at least 7 (seven) days to cure such default. Those provisions that reasonably may be construed as surviving will survive the expiration or termination of this Agreement.
9. Dispute Resolution
9.1. If any dispute arises between the Parties during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement has been legitimate, the Parties shall endeavor to settle such dispute amicably.
9.2. In the case of failure by the Parties to resolve the dispute in the manner set out above within 30 (thirty) days from the date when the dispute arose, the dispute shall be referred to a sole arbitrator, appointed jointly by the Parties. If the Parties fail to appoint a sole arbitrator mutually within 15 (fifteen) days of the dispute, an arbitral panel consisting of three arbitrators shall be appointed, with the Parties nominating one arbitrator each and the arbitrators so appointed nominating the third presiding arbitrator. The seat of arbitration shall be Mumbai, India. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and the rules framed there under. The language of arbitration shall be English.
9.3. The arbitrator's award shall be substantiated in writing and the Parties shall submit to the arbitrator's/arbitral panel's award which shall be enforceable in any competent court of law.
9.4. The provisions of this Clause 9 shall survive termination of this Agreement.
10. Governing law and jurisdiction
The provisions of this Agreement shall, in all respects, be governed by, and construed in accordance with the laws of India. Subject to Clause 9 above the courts at Mumbai, India shall have exclusive supervisory jurisdiction to settle any claim or matter arising under this Agreement.
No Party shall be entitled to assign or sub-contract its rights and/or obligations under this Agreement without the prior written consent of the other Party provided that the Company shall be entitled to assign any or all of its rights and obligations under this Agreement to any of its Affiliates (current or future) without the prior consent of the Subscriber.
IN WITNESS WHEREOF, the parties hereto have understood, agreed to and caused this Agreement to be executed in duplicate originals by their duly authorized representatives as of the Effective Date.
SPECIFICATIONS OF THE PHRAZOR SYSTEM
[To be inserted]
One-time set-up fee:
- The Subscriber shall pay a one-time set-up fee for availing the Subscription Services amounting to: INR. [●] (Rupees [●]).
Annual Subscription fee:
- Minimum Annual Subscription fee payable by the Subscriber shall amount to INR [●] (Rupees [●]).