Terms of Service (Subscription)

These terms of service together with the Privacy Policy , the Insertion Order as executed between the Parties and Service Level Agreement (collectively referred to as the “Terms”) forms a binding agreement between you or the entity that you represent, (hereinafter referred to as “you”, “your” or “Customer”) and Revvsales, Inc., (hereinafter referred to as “Company”). The Company follows a subscription model and provides Services (as defined in Clause 1.13) through its online proprietary technology platform, namely Revvsales. The purpose of these Terms is to establish the terms and conditions which govern the subscription and use of the Service by you, your agents or your end-clients.  The Customer and the Company shall be hereinafter collectively be referred to as “Parties” and individually as “Party”.

By accepting these Terms, by accessing or using the Service, or authorizing or permitting any agent or end-client to access or use the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of any entity, you are agreeing to these Terms for that entity and represent and warrant to Company that you have read and understand these Terms and that you have full legal authority to bind such entity and its affiliates to these Terms, in which case the terms “Customer,” “you,” “your” or a related capitalized term herein shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not use or authorize any use of the Service. These terms do not govern your use and access of our Website (defined below) and the use and access of the Website and its features shall be governed by the Website Terms of Use found here 

These Terms are effective as of the date the Parties enter into an Insertion Order (defined below) for the use or access of the Service (the “Effective Date”). These Terms and the Insertion Order constitute the entire agreement between the Customer and the Company with respect to the Services to be provided herein. In the event of any inconsistency or conflict between the Terms and the terms of any Insertion Order, the terms of the Insertion Order shall prevail.

As the Company’s business evolves, these Terms may change accordingly. If the Company makes a material change to the Terms, it will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Terms at any time by visiting this page. Any material revisions to these Terms will become effective on the date set forth in the notice, and all other changes will become effective on the date the Company publishes the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised Terms of Service.

  1. Account means an account or instance established for the Customer to use or access the Service and also authorize its Agents or End-Clients to use the Service.
  2. Affiliate means an entity controlling, controlled by or under common control with a Party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the Party;
  3. Agent means any individual or entity (including the Customer’s Affiliates) who are authorized to use or access the Service through the Customer’s Account.
  4. Terms of Service or Terms means this agreement, the relevant terms of the Documentation (defined below), and any executed Insertion Orders and/or SOWs between the parties or annexures attached herewith, which shall govern the provision of the Services.
  5. End-Client means any individual or entity other than Customer or Agents with whom the Customer or its Agents interact while using a Service.
  6. Software means the Revvsales software, application or program provided as Service and made accessible to the Customer and its respective User to use subject to these Terms.
  7. Commencement Date means the date on which the Customer starts using the Software. The Commencement Date can be decided between the Parties under the executed Insertion Order or SOW and shall mark as the end of the Implementation.
  8. Customer Data means any data, information, documents, formats or templates of documents, sample agreements, quotes, processes or workflow, customizations, approval matrix, notes, drafts, text, graphic, image which belongs to the Customer that has been uploaded or customized into the Software and all results from processing such data, including compilations;
  9. Documentation means the Software’s user guide, compilation instructions, requirements including documents, manuals and computer-readable files regarding the installation, use, operation, functionality, troubleshooting, specifications and other technical information, sufficient for the purpose of usage of the Services;
  10. End-Client means any person or the entity, other than the employees or Agents, with whom the Customer may interact while using the Service, more specifically for a certain sales deal.
  11. Intellectual Property Rights means collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents or any extensions thereof; (ii) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii)  rights in trademarks, trademark registrations, and applications therefore, trade names, service marks, service names, or logos; (iv) rights relating to the protection of trade secrets and confidential information; and (v) Internet domain names, Internet and World Wide Web URLs or addresses or mobile phone applications; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained;
  12. Insertion Order or Statement of Work (SOW) means the Insertion Order or SOW for subscription to the Services specifying the Services to be provided by the Company to the Customer, the fees, timelines, the Users, the Subscription Period and shall also include any further SOWs that may be executed by the Customer for any change in the fees, Subscription Period or any addition or removal of Users, including addendums and supplements thereto;
  13. Services mean the services defined in Clause 2 hereinbelow and specified in detail under the Insertion Order/SOW. The subscription Service would be provided through a web-based platform enabling Users to use the Service with an URL as the Company may specify;
  14. Subscription Period means the period starting from the Commencement Date till the end of term as opted by the Parties for the use of Service;
  15. User means the Customer, its employee, contact or End-Client of the Customer who, shall use the Service or Software through the Customer’s Account.
  16. Website means the Company’s website “www.revvsales.com” providing the information on the Software and Company’s Services.
  1. Service offering. Service offering include online administration of effective and efficient management of a sales deal desk which includes, without limitations, tools to manage product catalogue and price book, pre-approved, pre-defined templates with form fields to accurately and efficiently fill out contract terms, central documentary repository, collaboration and workflows, interactive user interface, and data driven approval matrix. The Customer must use these services solely for internal business purpose. The Customer’s use of the Service may require certain browser or equipment specification which shall be communicated by the Company to the Customer.
  2. Implementation Service. The Customer shall create an Account for use of the Software by providing all necessary information to enable the Customer in order to access the Service. Customer may choose any individual, employee or Agent to act as “Administrators” who shall have control to the Account. Through this Administrator access, the Software can be configured in accordance with the process and workflow established by the Customer. This may include making custom orders for the Customers or its End-Clients; creating, de-provisioning, monitoring or modifying End-Client usage, and setting End-Client usage permissions; and managing access to Customer Data by Agents or End-Clients or others (“Implementation Service”). Customer is responsible for the Administrators and their actions and inactions, including as described above. Customer agrees that Company’s responsibilities do not extend to the internal management or administration of use of the Software by the Customer.
  3. Integration. The Company shall, as required, provide for integration of Services with any third party systems and/or the Customer’s internal network and systems, including any vendors of the Customer, and may connect to or enable in conjunction with the Service, including, without limitation, third Party Services which may be integrated directly into Customer’s Account (“Integration Services”). In such scenario, the features and functionalities of the Software may rely on the accuracy of the data provided by such third parties and proper functioning of such third-party systems. The Company shall not be liable for any failure of the features and functionalities of the Software arising out of such inaccuracy /inconsistencies / failures of the third-party systems.
  4. Subscription through Insertion Order. Subject to the terms and conditions of these Terms, Company shall provide the Service to the Customer. In order to receive the Service, Customer shall subscribe to the Service under the Insertion Order/SOW specifying the particular features and functionalities in the Service that the Customer wishes to avail and the Subscription Period (“Subscription Services”).
  5. Service Level Agreement or SLA means the uptime guarantee and time frame to resolve any issues in the Services as is provided on the Website. The SLA is available at <<hyperlink>>.
  6. Subscription by Affiliates. Should an Affiliate of the Customer wish to subscribe to Services, such an Affiliate is authorized to enter into an Insertion Order with the Company, and it shall be deemed that such Customer Affiliate has agreed to all the terms of these Terms. Unless designated as replacing a specific outstanding Insertion Order/SOW, a new Insertion Order/SOW will be considered in addition to the current outstanding Insertion Orders/SOWs.
  7. Try-n-Buy. Customer may request a demo of the Company’s Services or a trial use of the Software through its Try-n-Buy feature on the Website free of charge. This may include creation of free accounts for trial use for a limited period of time as decided between the Parties on an Order Form, or if not specified for a period of 7 (seven) days (“Trial Period”). The Try-n-Buy feature (the demo or the Trial Period) shall be subject to these terms and any additional terms that the Company shall specify. Company, in its sole discretion, shall have the right to terminate the Services and the Customer’s right to use Software at any time during the Trial Period and for any reason, without liability to the Customer. All information shared during the demo or Trial Period to the Customer, with respect to the Software shall be considered to be Confidential Information. COMPANY DISCLAIMS ALL LIABILITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICES OFFERED UNDER THE TRY-N-BUY FEATURE.
  1. Customer Data. Customer shall retain all right, title and interest in and to the Customer Data. Customer, including its Users and End-Clients represents and warrants that (i) it has all the necessary right and title to upload the Customer Data into the Software; (ii) it will not use the Service in any manner which violates any third party’s rights and (iii) by uploading, transmitting or allowing the transmission of any Customer Data via the Service, it grants Company the royalty-free, irrevocable, sublicensable, non-exclusive license to access, use, store, capture, maintain, transmit and display such Customer Data in whole or in part via the Service for the duration and in connection with Company’s provision of Services to the Customer.
  2. Company Materials. Company shall retain all right, title and interest in and to the Software, any hardware, data, tools, techniques, features, or other materials that it uses or develops in connection with its provision of the Service, subject to Customer’s rights to the Customer Data (the “Company Materials”). The Service, and all of its elements, shall also remain the intellectual property of the Company. Customer shall have no right, title or interest therein. All repairs, modifications, upgrades, and enhancements, including without limitation any Customer suggestions or feedbacks for new features or functionality of the Services, are the property of the Company.
  3. User Generated Content. The Users or the End-Clients shall have the ability to upload, modify or transmit data (including photos, videos, comments, messages, or suggestions, etc.) through the Software. The Software may allow Users or End-Clients to comment, give feedback or different modes of interaction with each other. Subject to such use of the Software by the Users and End-Clients, each represents and warrants that (i) the User/End-Client is of the age of 18 (eighteen) or older, (ii) the content posted on the Software is not defamatory, obscene, abusive, or violates or infringes any intellectual property rights of any third party, or (iii) does not violate any applicable laws, rule or regulations. The Customer or its User or End-Client shall be fully responsible for the content that they have posted or uploaded to the Software and the Company disclaims all liabilities with respect to such User generated content. Customer shall indemnify the Company for all losses, including reasonable attorney fees, arising out of any claim or demand by a third party due to the content uploaded by the Users/End-Clients.
  4. License and Service. Subject to the terms and conditions of the Terms, Company hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-assignable license to use the Service via the Website, only for its internal business purposes, during the Subscription Period. All rights not expressly granted to Customer in and to the Company Materials are reserved by the Company.
  5. Restrictions. Except as expressly permitted under the Terms, Customer agrees not to do and ensure its Users, End-Client or any third party shall not do the following: (i) copy all or any portion of the Company Materials other than for the sole purpose of back-up; (ii) reproduce, alter, modify, transmit, create derivative works of the Company Materials; (iii) decompile, reverse engineer, or disassemble all or any portion of the Company Materials or use a robot, spider, or any similar device to copy or catalogue any materials or information made available through the Service; (iv) derive or attempt to derive the Company Material’s source code by any means; (v) sell, rent, lease, distribute or otherwise transfer the Service to any third party;  (vi) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services’ control or security systems, or allow or assist a third party to do so.
  6. Customer Responsibilities. The Customer shall (i) provide the Company with all necessary co-operation in relation to these Terms; (ii) provide Company with all necessary access to such information as may be required by the Company for the purpose of rendering Services under these Terms; (iii) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner, it being agreed that in the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary; (iv) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; (v) Customer Data is in proper format as specified by the Documentation; (vi) Customer, its Users or its End-Clients will enter accurate information (where required) while using the Services and (vii) its Users and End-Clients are familiar with the use and operation of the Service and (viii) be solely responsible for the Customer Data uploaded on the Software, its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
  7. Aggregated Data. Subject to confidentiality obligations and protections set forth in these Terms, the Company may use Aggregated Data for adding, revising or improving the features and functionalities of the Software. “Aggregated Data” means data which is derived about the manner, frequency and pattern of usage of the Service by the Customer, the Customer Data or content uploaded to the Software. Any content, including any personal information if included in the Customer Data shall be used in an aggregated, anonymized, and statistical manner such that the information is non-identifiable of the individual. The Company will not share, with any third party, any data which reveals the Customer’s Confidential Information.
  1. Company’s Representations. Company represents and warrants that (i) Company shall at all times perform the Services in accordance with all laws, rules, regulation applicable to it and its business, (ii) the Software or Service, to the best of its knowledge, do not violate any proprietary and intellectual property rights of any third party, (iii) it will not knowingly introduce any virus or other harmful computer code, files, scripts, or agents into the Software. The Company will not and does not purport to provide any legal, taxation or accountancy advice under these Terms or in relation to the Services.
  3. Customer’s Representations. Customer represents and warrants that (i) Customer complies with all applicable laws and regulations with respect to its activities under these Terms; (ii) the Service will be used only for purpose contemplated herein and for no other purpose, (iii) Customer is solely responsible for the Customer Data posted, uploaded or transmitted, while using the Service, by Customer or by an whom the Customer permits to access the Service, (iv) Customer will not infringe Company’s or any other third party’s Intellectual Property Rights, (v) Customer has the right in Customer Data for the purpose of receiving continuous Service from the Company, (vi) Customer will not use the Services in a manner that (a) is prohibited by any law or regulation, or (b) violate or tamper with the security of the Software.
  1. Fees. The fees applicable under these Terms are divided into two phases and shall be specified under each Insertion Order/SOW, as applicable a) Implementation Fees; and b) Subscription Fees. The Subscription Fee is based on the extent of the Service being provided to the Customer and shall be specified in the applicable Insertion Order/SOW. If the Customer requests for additional Implementation Service beyond those described in the Insertion Order/SOW, the Company will create a change order for Customer’s review and approval and any additional Implementation Service to be provided by Company will be billed as delivered at the then mutually agreed fee between the Parties. The Subscription Fee shall increase annually by 7% of the then current prevailing rate.
  2. Invoicing. The first invoice will usually contain the one-time Implementation Fees which is payable upfront at the start of the Implementation phase. The subsequent invoices shall have the Subscription Fee based on the half yearly or yearly prepaid charges as opted for by the Customer. All the generated invoices will be emailed to the contact email address provided in the Customer profile. Customers need to pay amounts specified in invoices within (7) calendar/business days of them being generated (“Due Date”).
  3. Penalties. If invoices are not paid past their Due Date, the Service will be automatically suspended. Service will be resumed only after all past dues including dues for the suspended period is paid in full. Taxes (GST) applicable if any on the Service shall be borne by the Customer.
  1. Confidential Information and Exclusions. For purposes of this Clause, a Party receiving Confidential & Proprietary Information (as defined below) shall be the “Recipient” and the Party disclosing such information shall be the “Discloser“. Company Materials (including any Documentation, source code, translations, compilations, partial copies and derivative works) is confidential and proprietary information of the Company or its designated third party supplier, Customer Data is the confidential and proprietary information of the Customer (in each case, “Confidential & Proprietary Information“). Confidential & Proprietary Information includes any non-public information disclosed by the Discloser including the pricing under these Terms whether marked or not as confidential. Confidential & Proprietary Information does not include information: (i) independently developed by Recipient without having access or using any Confidential & Proprietary Information; (ii) already in the public domain or comes in public domain through no wrongful act of Recipient, or (iii) received by Recipient from a third party who was free to disclose it, or (iv) information which is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body or pursuant to the rules of any applicable securities market or exchange; provided, however, that (i) the Recipient must provide prompt notice (to the extent legally permitted) of the proposed disclosure to the Discloser.
  2. Obligations and Survival. Recipient hereby agrees that during the Term (defined below) and at all times thereafter it shall not misuse or disclose such Confidential & Proprietary Information to any person or entity, except to its Affiliates, directors, officers, employees, agents, attorney’s contractors (collectively “Representatives”) having a “need to know” and who are bound by similar nondisclosure restrictions, and to such other recipients as the Discloser may approve in writing, which approval shall not be unreasonably withheld. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information, but in no event shall less than reasonable care be exercised. The confidentiality obligations shall survive for 5 (five) years from termination or expiration of these Terms.
  3. Remedies. Recipient acknowledges that violation of the obligations under this Clause 6 would cause irreparable harm and may not be adequately compensated by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.
  1. Internal Security Controls – During the Term of the Agreement, Company shall use commercially reasonable efforts to ensure that it maintains industry standards encryption and security measures to prevent any hacking of information pertaining to Customer Data uploaded or entered into the Software while using the Services. Company shall use commercially reasonable measures to ensure that all Customer Data which is in the possession of and/or hosted, stored by the Company pursuant to these Terms is not lost, damaged, tampered or corrupted or made inaccessible in any manner whatsoever.
  2. Compliance with Laws – Company hereby undertakes to comply with all applicable statutes, laws, secondary legislation, regulations and common law duties pertaining to privacy, confidentiality and/or the protection of the confidential data, which are applicable and attributable to the Services provided to Customer and accordingly perform its obligations under these Terms. Such laws shall not specifically include the laws applicable to the Customer’s industry and are not generally applicable to the information technology service providers.
  3. Collection of data – The Company collects certain data and information about the Customer and its End Clients in connection with the Customer’s and its End Clients’ use of the Services and otherwise in connection with these Terms. The Company also records customer’s sessions while using the product through a third-party tool to understand customer behavior and make the product more user-friendly. The Customer acknowledges and agrees that the Company shall collect and use all such data and information in accordance with its Privacy Policy. Customer shall not and will not submit to the Software (or use the Software to collect) any Sensitive Personal Information unless its processing is expressly supported as a feature of the Software in the applicable Documentation. Notwithstanding any other provision to the contrary, Company shall have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.
  1. Indemnification by Company. Company agrees to defend, indemnify, and hold Customer and its officers, directors, employees, and agents harmless from and against all damages, costs, liabilities, expenses (including without limitation reasonable attorney’s fees) and settlement amounts incurred in connection with any suit, claim, or action by any third party (a “Claim”): (i) alleging that the Software or Service, when used within the scope of the Service, infringes any third party intellectual property rights and/or (ii) breach of its confidentiality obligations (Clause 6) and/or (iii) arising from or relating to Company’s gross negligence or wilful misconduct. In addition to the foregoing, if the Software or Service is, or in the opinion of the Company may become, the subject of any claim for infringement or if the Software or Service are adjudicatively determined to be infringing, then Company may, at its sole option and expense (a) modify the Software or Service so that it becomes non-infringing; (b) replace the infringing component of the Software or Service with non-infringing technology that is functionally equivalent or (c) obtain a license for Customer to continue to use the Software or Service provided hereunder. If Company determines that (a), (b), and/or (c) are not practicable, then either Party may terminate these Terms and Company shall provide Customer with a refund of (as applicable) any prepaid Fees for the un-used portion of the Services.
  2. Indemnification by Customer. Customer agrees to defend, indemnify, and hold Company and its officers, directors, employees, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees) and settlement amounts incurred in connection with any Claim arising from or related to (i) breach of its confidentiality obligations (Clause 6); (ii) the Customer Data infringing any third party intellectual property rights or privacy rights, (iii) Customer Data being abusive, libellous, defamatory or hateful, (iv) arising from or relating to Customer’s gross negligence or wilful misconduct.
  3. Obligations of Indemnifying Party. Each indemnifying Party’s obligations as set forth in this Clause 9 are subject to the other Party: (i) giving the indemnifying party prompt written notice of any such Claim; (ii) giving the indemnifying party sole control over the defense and settlement of any such Claim; and (iii) providing full cooperation for the defense of any such Claim, at the indemnifying party’s expense.
  4. Exclusive Remedy. This Clause 9.1 states the indemnifying Party’s entire obligation and the indemnified Party’s sole and exclusive remedies regarding the Claim hereunder.
  1. Term. The term of these Terms shall commence from the Effective Date and shall remain valid until all Insertion Orders/SOWs executed under it are either terminated or expired and the Parties mutually agree to not execute any new Insertion Orders/SOWs under the Terms. The term opted under the first Insertion Order/SOW shall be the initial term of the Terms (“Initial Term”). The Insertion Order/SOW shall, upon expiration of the Initial Term, auto-renew for successive periods of 1 (one) year (“Renewal Term”), unless earlier terminated, in accordance with Clause 10.2 in these Terms. The Initial Term and Renewal Term together are referred to as the “Term”.
  2. Termination for Cause. Either Party may terminate these Terms and all outstanding Insertion Orders/SOWs by providing a 30 (thirty) days’ prior written notice to the other Party (the “Defaulting Party”), if:
    1. the Defaulting Party breaches any material provision of these Terms, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within 30 (thirty) days after receipt of written notice of such breach; or
    2. the other Party (i) becomes insolvent; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 10 (ten) business days or is not dismissed or vacated within 45 (Forty Five) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  3. Suspension for Abuse of Services. If the Company has reasonable grounds to believe that the Customer or its Agents or End-Clients are utilizing the Services for any purpose other than as provided herein, the Company may, in its sole discretion, suspend the Services immediately with or without notice to Customer or terminate the Terms in accordance with Clause 10.2.
  4. Notice for Non-Renewal. Either party may terminate these Terms at the end of the Subscription Term which is on-going under the then current Insertion Order/SOW by providing written notice with its intention to not renew at least 90 (ninety) days prior to the end of such specified term.
  5. Effects of Termination. Upon termination of these Terms by either Party, the Customer will discontinue further use of the Services, and each Party will promptly return to the other or (at such Party’s request) destroy all copies of the Confidential within 30 (thirty) working days, and will certify to the Company in writing by a duly authorized representative of the Customer, that it has complied with the obligations herein. The copies in the archives or back-ups may be stored by the Parties for any compliance of the statutory laws. Termination of these Terms will not relieve the Customer from making payments which may be owing to the Company under the terms of these Terms. Upon termination or expiration of the Term, Company shall make a final backup of Customer Data and provide the backup data to Customer. If termination is triggered on account of breach of the Terms by the Company, then Customer will be liable only to pay the Subscription Fee till the date of termination.
  1. Assignment. Either Party may transfer and assign these entire Terms to a successor-in-interest acquiring all or substantially all its assets or operations, other than a direct competitor of Company, upon 30 (thirty) days advance written notice to Company. Neither Party may assign or otherwise transfer any of its rights or obligations under these Terms whether by operation of law, change of control, or in any other manner, without the prior written consent of the other Party, and any assignment or transfer in violation of this provision is void.
  2. Entire Agreement. With respect to all information disclosed between the Parties on or after the Effective Date, these Terms constitutes the entire understanding and agreement between the Parties as to its subject matter and supersedes all proposals and prior discussions and writings between the Parties with respect thereto.
  3. Amendment. The Parties agree that these Terms cannot be altered, amended or modified, except by a written document, signed by an authorized representative of each Party.
  4. Severability. Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for these Terms to remain in effect, in accordance with its terms as modified by such reformation.
  5. Notice. Any notice required under these Terms shall be given in writing and shall be deemed effective upon delivery to the Party to whom addressed.  All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the Parties may designate in writing. Any notice of material breach pursuant to Clause 10.2 shall clearly define the breach including the specific contractual obligation that has been breached.
  6. Waiver. Failure of either Party at any time to require performance of any provision of these Terms shall not affect the right to require full performance thereof at any time thereafter, and the waiver by any Party of a breach of any provision shall not be taken to be a waiver of any subsequent breach thereof or as nullifying the effectiveness of such provision.
  7. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform its obligations hereunder, if such delay is due to any cause or causes beyond the reasonable control including, but are not limited to, acts of God, strikes,  lockouts, riots, government restrictions (including the denial or cancellation of any export of other necessary license), wars, terrorism, insurrections, civil disturbances, earthquake, weather, fire, explosions, and/or any other cause beyond the reasonable control of the Party whose performance is affected (including mechanical, electronic, or communications failure. A prompt written notice of the ‘Force Majeure Event’ shall be provided by delayed Party. If the Force Majeure Event lasts longer than thirty (30) days, then the other Party may immediately terminate, in whole or in part, these Terms or the applicable Insertion Order/SOW by giving written notice to the Party in delay.
  8. Non-Solicitation. During the term of these Terms and for two (2) years thereafter, Customer agrees not to engage, entice, hire, solicit, nor attempt to solicit, the services of any employee of the Company without the prior written consent of the Company, which consent may be withheld at Company’s sole discretion. This provision does not apply to hiring which is the result of newspaper advertisements, career fairs or other notices for employment opportunities made available to the general public, where there is no direct or indirect solicitation by the Customer.
  9. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. There shall be a sole arbitrator who shall be jointly appointed by the parties to the dispute and failing agreement on such appointment, the arbitrator shall be appointed by the appointing authority of the American Arbitration Association. The place of arbitration shall be California. Judgment on the award rendered by the sole arbitrator may be enforced by a court having competent jurisdiction.
  10. Governing Law and Jurisdiction. The Terms shall be governed under the laws of the State of California, U.S.A., and subject to Clause 11.9 above, the courts in California shall have exclusive jurisdiction over all matters arising under these Terms.
  11. Survival. Following Clauses shall continue to survive any termination or expiration of these Terms: Clause 4 (“Representations and Warranties”), Clause 6 (“Confidentiality”), Clause 8 (“Limitation of Liabilities”), Clause 9 (“Indemnity”), Clause 11 (“Miscellaneous”) or any provision, which by its nature should survive termination.