MASTER SERVICEAND LICENSE AGREEMENT

This Master Service and License Agreement (together with all Licenses and any ancillary documents expressly referenced herein or therein, collectively the “Agreement”) are entered into by and between:

For customers/users in India: CLEANSTART SECURITY PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013 having its registered office at 208, Goldenpark Society, Nr, Navgujarat College Usmanpur, Vadaj, Ahmedabad, Ahmadabad City, Gujarat, India, 380013 (“Cleanstart” or “Company”) and the person or entity accessing or using Products or Services (both as defined below) offered by Cleanstart (“Customer”/ “you” / “your”);

For customers/users outside India: CLEANSTART SECURITY INC., a Delaware corporation, having its registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (“Cleanstart” or “Company”) and the person or entity accessing or using Products or Services (both as defined below) offered by Cleanstart (“Customer”/ “you”/ “your”), unless the License Certificate indicates to the contrary.

The Company and Customer may be referred to individually herein as a “Party” or collectively as the “Parties”.

The Company requests you to read the terms below carefully before confirming your acceptance and using the Products and/or Services thereof. Upon your acceptance, it will form a legally binding Agreement between you and Cleanstart. The Company’s Products and Services are available to you only upon your acceptance of these Terms of Service.

In case any of the terms are not acceptable to you, please do not proceed to use any of the Cleanstart’s Products or Services.

BY ACCESSING OR USING OUR PRODUCTS AND/OR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT

1. DEFINITIONS

1.1. “Acceptable Use Policy” means the policy governing the permitted and prohibited uses of the Products and Services, as published by the company at https://www.cleanstart.com/acceptable-use-policy

1.2. “Affiliate” means, in relation to any Person, (i) any Person that directly or indirectly controls, is controlled by, or is under common control with such Person, or in which such Person directly or indirectly holds fifty percent (50%) or more of the paid-up share capital or voting rights; and (ii) where such Person is a natural person, any relative of such Person as defined under the applicable provisions of the Companies Act, 2013. "Control" means the direct or indirect power to direct or cause the direction of the management or policies of a Person, whether through ownership of more than fifty percent (50%) of the voting rights, control over the composition of the board of directors or other governing body, contractual arrangements, or otherwise.

1.3. “Cleanstart Platform” shall mean the suite of applications available at https://www.cleanstart.com/ including any updates, modifications, or successor platforms any of its sub-domains or any other URL/location made available by Cleanstart.

1.4. “Customer Data” shall mean any information submitted in the Cleanstart Platform by the Customer;

1.5. “Documentation” means the user manuals, technical documentation, installation guides, integration guides, security advisories, release notes, and other written or electronic materials that the Company makes generally available with respect to the Products and Services, as updated by the Company from time to time. Documentation expressly excludes (i) marketing materials, sales collateral, and pre-sales presentations; (ii) any third-party documentation referenced therein.

1.6. “Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.7.  “Dues” shall mean unpaid invoiced amount and unbilled amount as per the terms of the Order Form.

1.8. “Effective Date” shall mean the date from which this Agreement shall come into force;

1.9. “License Certificate” shall mean a written or electronic certificate issued by the Company specifying the licensed Product(s) and the validity period of the license, subject always to the terms of this Agreement and the applicable Order Form.

1.10.          “Order Form” shall mean the form submitted by the Customer, with their details and the Products and Services opted by them, with relevant Service terms. Separate Order Forms may be submitted for different Products and Services and Order Forms may be updated or modified from time to time with mutual consent;

1.11.          “OSS” means software licensed under an open-source licence meeting the definition promulgated by the Open Source Initiative (located at https://opensource.org/) or identified as an open source licence by the SPDX License List (located at https://spdx.org/licenses/).

1.12.          “Provenance Attestation” means the cryptographic build provenance attestation made available by the Company for each Product in accordance with the Third-Party Software and Open Source Components Policy, identifying the build source, build platform, build invocation, and cryptographic digest of the resulting Product.

1.13.          “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the Cleanstart to the extent possible and reasonable, such downtime will be scheduled during non-business hours for majority of Cleanstart’s customers such as weekends and public holidays and at least 24 (twenty-four) hours’ prior notice will be provided, unless not reasonably practicable;

1.14.          “Products” means the software applications licensed by Cleanstart to Customer under this Agreement and pursuant to an Order Form (e.g., Cleanstart Containers (f/k/a “Hardened Images” or “Cleanstart Images”), each as further described in Cleanstart’s published guides, and any components thereof, including without limitation, any Third-Party Software, any adaptations to the Products authored by Cleanstart, and any related source code or compiled binaries, patches, updates, upgrades, corrections, security advisories, and bug fixes contained therein or made thereto. For clarity, Products expressly exclude Technology Previews.

1.15.          “SBOM” means the Software Bill of Materials made available by the Company for each Product in accordance with the Third-Party Software and Open-Source Components Policy, identifying the components contained therein and the licence terms, upstream supplier, and other metadata applicable to each such component.

1.16.          “Services” means each of the customer success, support, and Product-maintenance and related services as expressly identified in an Order Form. For clarity, Services expressly exclude Technology Previews.

1.17.          “Service Fees” shall mean the amounts the Customer is required to pay for using any of the Products and Services;

1.18.          “Service Policies” means each of the service briefs, policies, commitments, and other guides applicable to the Services as expressly identified in the Order Form.

1.19.          “Start Date” shall mean the date of commencement of the Subscription Services;

1.20.          “Subscription Term” means the period during which each Product and/or Service is provided on a subscription basis, as specified in the applicable Order Form.

1.21.          “Third-Party Software” means a code component of the Products not authored by Cleanstart, the use of which may be subject to license terms and conditions between Customer and the maintainer of such Third-Party Software. Third-Party Software includes any applicable OSS.

1.22.          “Trademark Use Policy” means Cleanstart’s trademark use policy located at https://www.cleanstart.com/legal, governing the use of Cleanstart’s Marks and Logos.

1.23.          “Users” mean individuals authorized by Customer to access to the Products and Services in accordance with this Agreement and subject to applicable usage limits specified in the Order Form.

1. CLEANSTART PRODUCTS AND SERVICES
   

2.1. Access to Products and Services. The Customer will purchase and The Company will provide the specific Products and Services as specified in the applicable Order Form. Customer may access and use these Products and Services during the Subscription Term solely for its own use and in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Notwithstanding the foregoing, The Company may suspend the Services at any time if the Company reasonably believes Customer’s access to or use of the Products or Services poses a security risk to or may adversely impact the Products or Services or constitutes a material breach of this Agreement. The Company may at its sole discretion provide the Customer an opportunity to cure such breach prior to suspension, where feasible.

2.2. License. Subject to the terms and conditions of this Agreement and the applicable Order Form, the Company hereby grants the Customer a limited, revocable, non-exclusive, non-transferable, non-assignable (except as expressly permitted under this Agreement), and non-sublicensable license to access, install (where applicable), and use the Products solely for the Customer’s internal business purposes during the applicable Subscription Term. For the avoidance of doubt, such license is granted strictly to the specific legal entity identified as the Customer in the applicable Order Form and shall not extend to, nor be used by, any of its subsidiaries, affiliates, group companies, or any other third party. The Company shall issue to the Customer a License Certificate specifying the licensed Product(s) and the corresponding validity period of such license, which shall be co-terminus with the applicable Subscription Term unless otherwise expressly stated in the Order Form.

2.3. Means of Accessing Products and Services. Customer acknowledges that the Products and Services are generally accessed and deployed by Customer on Customer’s premises, and to that end, the Company does not and shall not be authorized by Customer to access any of Customer’s internal data or systems. 

2.4. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to, resell, or sublicense the Products and/or Services to a third party or provide the Products to a third party as a managed service; (b) use the Products or Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Product, except to the extent expressly permitted by applicable law (and then only upon advance notice to the Company); (d) copy or modify the Products, Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Product and/or Services (including any reports or data printed from the Product); (f) publicly disseminate information regarding the performance of the Product and/or Services; (g) distribute the Products or any portion thereof in violation of the Company’s Trademark Use Policy or otherwise in a manner that references the Company’s Marks or in any way suggests or implies that such distribution is made by, endorsed by, or equivalent to the Products as provided directly by the Company; (h) use or access the Products or Services for the purpose of developing or offering competitive products or services to that of the Company; or (i) violate The Company’s Acceptable Use Policy. Customer’s violation of this Section constitutes a material breach of this Agreement.

2.5. Trial Subscriptions and Technology Preview. From time to time, the Company may, in its sole discretion, provide the Customer with access to certain Products, Services or features on a trial, evaluation or other no-fee basis, including beta, pre-release or other non-generally available offerings ("Trial Access"), solely for the Customer's internal evaluation. Trial Access shall be subject to such limitations and conditions as the Company may specify from time to time, may differ from paid offerings and may not include all features or support. Unless otherwise agreed in writing, Trial Access may be suspended or terminated by the Company at any time, with or without notice. Trial Access is provided on an "AS IS" and "AS AVAILABLE" basis and is excluded from all warranties, indemnities, service levels, support and other obligations under this Agreement. To the maximum extent permitted by applicable law, the Company shall have no liability arising out of or relating to the Customer's Trial Access, including its use, suspension or termination. The Company may modify, suspend, discontinue or decline to commercially release any Trial Access at its sole discretion, and nothing in this Agreement grants the Customer any right to use any commercial version except pursuant to a separate Order Form or subscription agreement. Upon expiry or termination of the Trial Access, or if the Customer does not enter into a paid subscription before such expiry, all rights to access and use the applicable Trial Access shall automatically terminate.

2.6. Privacy Practices. The Company’s privacy practices regarding Information stored using the Products and/or Services are governed by the then-current version of the Cleanstart privacy policy (“Privacy Policy”) posted at https://www.cleanstart.com/privacy-policy as it is amended from time to time, and which is incorporated by reference herein. Provided that in the event of any conflict between the Privacy Policy and a duly executed Data Processing Addendum, the Data Processing Addendum shall prevail.

2.7. Third-Party Software and OSS. Each Product incorporates Third-Party Software, including OSS, that is not authored by the Company. All Third-Party Software is licensed to Customer by its respective upstream maintainer or licensor under the applicable licence terms identified in the SBOM made available with such Product, and not by the Company. Nothing in this Agreement is intended to limit Customer’s rights under, or grant Customer rights that supersede, the terms of any Third-Party Software licence. The Company’s rights, ownership, and licence grant under this Agreement extend only to the Company-authored hardening configurations, build recipes, Documentation, SBOM, Provenance Attestation, and other Company-authored materials in respect of each Product, and do not extend to the underlying Third-Party Software itself. Customer’s violation of any restriction set forth in this Agreement constitutes a breach of this Agreement but will not affect Customer’s rights under any licence governing the Third-Party Software contained within the affected Product. The composition, licensing, and provenance of each Product, and the Company’s disclosure obligations in respect thereof, are further described in the Third-Party Software and Open Source Components Policy.

1. INTELLECTUAL PROPERTY RIGHTS

3.1. Ownership. This is a license and subscription agreement for access to and use of the Products and/or. Customer acknowledges that it is obtaining only a limited right to the Products and Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that the Company or its suppliers retain all right, title and interest (including all Intellectual Property Rights) in and to the Products and Services, all Documentation, and any deliverables created solely by the Company, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Cleanstart Technology”). Except as expressly set forth in this Agreement, no rights in any Cleanstart Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of it. Customer shall have no right to access or obtain the source code of the Products.

3.2. Reservation of Rights. Each Party grants the other only the licenses and rights to such Party’s intellectual property as expressly set out in this Agreement. All rights not expressly granted are reserved. No licenses or rights are granted by implication, estoppel, or otherwise.

3.3. Feedback. Customer may from time to time voluntarily provide suggestions, comments, or other feedback to the Company with respect to the Products or Services (“Feedback”). Customer hereby grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty- free, fully paid-up license to use the Feedback for any purpose. For clarity, any derivative works, modifications, or integrations created by Customer using the Company’s guidance, know-how, or confidential information shall be deemed owned exclusively by the Company.

1. FEES AND PAYMENT

4.1. Fees. Customer shall pay to the Company all fees as set forth in each applicable Order Form(s) or as mutually agreed upon by the Parties in writing (collectively, the “Fees”). Except as expressly set forth in this Agreement, Fees are non-refundable. 

4.2. Payment Terms. The Company be shall invoice Customer in accordance with the billing frequency stated in the applicable Order. In the event of late payment by Customer (other than with respect to any portion that is the subject of a bona fide dispute between the parties), Customer shall pay interest on the amount owed at the lesser of a rate of 1% per month or the highest rate allowed by applicable law, compounded on a daily basis from the due date of payment until the date of actual payment. If the parties are unable to resolve any bona fide payment dispute within thirty (30) days, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. Failure to pay any Fees when due within thirty (30) days after the due date shall automatically suspend Customer’s license to the Products and Services until all overdue Fees are paid in full. The Company reserves the right to terminate this Agreement or the applicable Order for continued non-payment.

4.3. Taxes. Fees are exclusive of taxes (including sales, use, value-added, and similar transaction-based taxes, or other similar government assessments of any nature), and Customer is responsible for all such taxes (excluding any taxes based on The Company 's income).

4.4. Customer’s Use of a Reseller/Channel Partner. In the event the Company agrees in advance and in writing to Customer's use of an authorized reseller or Channel Partner in connection with its provision of Products and Services hereunder: (i) the Company will only be obligated to make Products and Services available to Customer if the Company and such authorized reseller or Channel Partner have executed an order for such purchase; (ii) all payments of Fees, refunds, and credits, if any, are payable by or to such authorized reseller or Channel Partner and are subject the terms of the order between Customer and such authorized reseller or Channel Partner; and (iii) Customer agrees and acknowledges that no such authorized reseller or Channel Partner is authorized to make any changes to this Agreement or is otherwise authorized to make any warranties, representations, promises, or commitments on behalf of the Company or in any way concerning the Products or Services.

1. CUSTOMER CONTENT AND CUSTOMER END USER DATA

5.1. Storage by the Company. Customers electronically submit Customer Content and Customers End User Data to the Company platform. It is Customer’s responsibility to decide which data to submit to the Company. Unless otherwise required by the Customer, any Customer Content and Customer End User Data will be retained subject to the Company’s data retention policies and confidentiality obligations under this Agreement. The Company shall implement commercially reasonable measures for data protection and integrity; however, Customer remains responsible for maintaining independent backups of its data. The Company shall not be liable for any loss of data except to the extent caused by its wilful misconduct or material breach of this Agreement.

Upon termination or expiry of the Agreement, the Company shall, upon written request, provide Customer a reasonable opportunity to retrieve its Customer Content, after which such data may be deleted in accordance with the Company’s data retention policies.

5.2. Customer Obligations.

5.2.1.      Customer will ensure that use of Products and Customer’s collection, usage, storage, transmission, and disclosure to the Company of all Customer Content are at all times in compliance with Company’s privacy policies and all applicable Laws. Customer is solely responsible for the accuracy, content and legality of all Customer Content or Customer End User Data. Customer represents and warrants to the Company that Customer has all necessary rights, consents and permissions to collect, use, store, transmit, disclose to the Company, of all Customer End User Data and other Customer Content as contemplated in this Agreement, and that no Customer Content will violate or infringe (i) any third party Intellectual Property, publicity, privacy or other rights or (ii) any Laws.

5.2.2.      As part of the provision of the Products and/or Services, the Company collects certain information and data related to Customers End Users. Such data is collected as determined by the Customer. The Company does not control or otherwise approve messages or requests for Customer End User Data made by Customer. Customer shall disclose to Customer’s End Users that Customer may collect such Customer End User Data from them in order to use the Customer Property and that such Customer End User Data may be sent to the Company thru the use of Products and/or Services. To the extent that the Company processes such Customer End User Data, it shall process the same only on documented instructions from Customer and shall implement reasonable technical and organizational measures, consistent with the terms of the Company’s Privacy Policy to maintain the confidentiality of such Customer End User Data. The Company has no direct relationship with the Customer End User whose Customer End User Data it processes, although will handle Customer End User data subject access requests in accordance with the Company Privacy Policy. The Company will not review, share, distribute or reference any such Customer End User Data except as required in order to provide Services to the Customer, if required by the law, or under other circumstances set forth in the Company Privacy Policy.

5.2.3.      Customer Content Requirements. Customer will not use the Services with any Customer Content that (i) is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise is reasonably determined by the Company to be inappropriate or in violation of applicable laws or this Agreement ; (ii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iii) could otherwise cause damage to the Company or any third party.

1. CONFIDENTIAL INFORMATION

6.1. “Confidential Information” shall mean non-public confidential or other proprietary information that is disclosed by one party (the “Disclosing Party” with respect to such information) to the other party (the “Receiving Party” with respect to such information) under this Agreement or is obtained by the Receiving Party in connection with its dealings with the Disclosing Party.

6.2. Confidential Information includes, without limitation, hardware and software designs and code; research; inventions; processes; schematics; drawings; product or service specifications and documentation; technical data; business, service, and product plans; marketing plans; forecasts; information about potential customers or vendors; customer or vendor lists; pricing information; other financial and sales information; and other confidential business information. =

6.3. Confidential Information shall not include information that: (i) is in the Receiving Party’s possession without restrictions of confidentiality prior to receipt from the Disclosing Party, (ii) is or becomes public knowledge other than due to disclosure by the Receiving Party, (iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party, if such development was accomplished without the use of the Disclosing Party’s Confidential Information.

6.4. The Receiving Party shall: (i) use the Confidential Information solely for the performance of this Agreement; (ii) not disclose the Confidential Information except to its employees or Representatives who have a need to know and are bound by confidentiality obligations no less protective than those contained herein; (iii) protect the Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than a reasonable standard of care; (iv) promptly notify the Disclosing Party of any actual or suspected unauthorised access, use or disclosure of the Confidential Information; and (v) upon the Disclosing Party's request or termination of this Agreement, promptly return or destroy the Confidential Information and certify such return or destruction upon request. The obligations under this Clause shall survive for five (5) years from the date of disclosure, and with respect to trade secrets, for so long as such information remains confidential.

6.5. If the Receiving Party is required by a government body, court of competent jurisdiction, or judicial or administrative process to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall give the Disclosing Party reasonable advance notice so that the Disclosing Party may contest the disclosure or seek a protective order. Provided such notice is given, no such disclosure shall constitute a breach of this Agreement.

6.6. The Receiving Party acknowledges that breach of this Clause 6 will cause irreparable harm to the Disclosing Party that is inadequately compensable in damages. Accordingly, the Receiving Party hereby acknowledges that the Disclosing Party is entitled to seek the issuance of any injunctive relief or the enforcement of other equitable remedies against it in any suit by the Disclosing Party to compel performance of any of the terms of this Clause 6.

1. WARRANTIES

7.1. Services Warranty. The Company warrants that the Services will be performed in a professional and workmanlike manner by qualified personnel and the Company, at its sole expense and as Customer’s sole and exclusive remedy (but without limitation to any other additional remedies that may be expressly set forth in the applicable Service Policies), will promptly re-perform any Services that fail to meet this express warranty. 

7.2. Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party. 

7.3. Warranty Disclaimer. EXCEPT FOR THE WARRANTY IN CLAUSE 8, ALL SERVICES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED NEITHER THE COMPANY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT CUSTOMER’S USE OF ANY PRODUCT AND/OR SERVICE WILL BE UNINTERRUPTED, VULNERABILITY FREE OR ERROR-FREE, NOR DOES THE COMPANY WARRANT THAT IT WILL REVIEW THE CUSTOMER CONTENT FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER CONTENT OR CUSTOMER END USER DATA WITHOUT LOSS. THE COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF THE COMPANY. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

7.4. Specific Disclaimers. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN ANY SERVICE ORDER, THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR (II) ANY DELAY OR DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY THE COMPANY, AND CUSTOMER ACKNOWLEDGES THAT THE PRODUCT AND/OR THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CUSTOMER ACKNOWLEDGES THAT THE COMPANY CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE, AND VIRUSES. ACCORDINGLY, THE COMPANY SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED DISCLOSURE, LOSS OR DESTRUCTION OF CUSTOMER CONTENT ARISING FROM SUCH RISKS.

7.5. Roadmap Disclaimer. Customer acknowledges and agrees that any statements by the Company regarding future product features, roadmaps, or potential developments are for informational purposes only and shall not be relied upon as commitments, warranties, or binding obligations.

1. TERM AND TERMINATION 

8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms under Order Forms.

8.2. Termination. Either party may terminate this Agreement (including all related OFs) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).

8.3. Effect of Termination. Upon expiration or termination of this Agreement and/or an applicable Order Form:  Customer’s rights to use and access the Products and Services will terminate; and No expiration or termination will relieve Customer of its obligation to pay all Fees that may have become due or accrued or entitle Customer to any refund. Notwithstanding the foregoing, all obligations of Customer relating to payment, license restrictions, confidentiality, indemnification, audit and any other provisions which by their nature are intended to survive, rights shall survive expiration or termination of this Agreement.

8.4. Survival. The following Clauses will survive termination of this Agreement: 2 (The Company Products and Services); 3 (Intellectual Property Rights); 4 (Fees and Payment); 6 (Confidentiality); 8 (Warranty); 9.3. (Effect of Termination); 9.4. Survival; 10 (Indemnification); 11 (Limitations of Liability) and any other provisions which by their nature are intended to survive termination.

1. INDEMNIFICATION

9.1. Indemnification by Customer. Customer will defend the Company, its affiliates, and each of their respective officers, directors, employees, and representatives from and against any third-party claim, and indemnify and hold harmless each of the foregoing with respect to any judgement that a court of competent jurisdiction grants such third party or awards such third party as part of a the Company -approved settlement thereof, arising out of or relating to: (i) alleged infringement or misappropriation of a third party’s intellectual property rights resulting from any modification of a Product or portions thereof that is not performed by the Company; or (ii) use of the Products in violation of the applicable Order Forms(s) or use of the Products and/or Services in violation of this Agreement or applicable law. Additionally, Customer shall indemnify the Company against any fines, penalties, claims, or damages arising from Customer’s breach of export control, sanctions, data protection, or Acceptable Use obligations under this Agreement.

9.2. Infringement Mitigation. If the Company reasonably believes the Services, or any part thereof, may be the subject of an Infringement Claim, the Company may, at its sole option and expense, use commercially reasonable efforts to: (i) modify or replace the infringing Products and/or Services to make them non-infringing; or (ii) procure the right for Customer to continue using the Services. If the Company determines that neither alternative is commercially practicable, the Company may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer.

1. LIMITATIONS OF LIABILITY 

10.1.          Exclusion of Damages. EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, NEITHER PARTY SHALL HAVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE DOCUMENTATION FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

10.2.          Liability Cap. COMPANY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE DOCUMENTATION, AT ANY TIME SHALL NOT EXCEED INR 10000 UNDER THE APPLICABLE ORDER FORM.

10.3.          Excluded Claims. “Excluded Claims” means any claim arising (a) from Customer’s breach of Clause 2.4 (General Restrictions), (b) Customer’s payment obligations; and (c) any misuse of the Products or Services in violation of this Agreement.

1. MISCELLANEOUS 

11.1.          Assignment. Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, merger, acquisition, or sale of all or substantially all of its assets.

11.2.          Modifications. This Agreement may not be modified except by written agreement by both parties. The modified terms will become effective upon execution. 

11.3.          Force Majeure. Neither party shall be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which such party cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labour controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or for any other similar cause beyond either party’s control. In the case of failure to perform, the failing party shall promptly notify the other party in writing of the reason for such failure.

11.4.          Notice. While the parties may communicate by any means in the performance of this Agreement, any notice of termination or other legal notice to a party shall be in writing and sent to the address of such party above (or any successor address designated by a notice hereunder) by either (i) nationally-known courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt or (ii) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Email notices are effective only if the sender receives confirmation of receipt from the recipient.

11.5.          No Agency. Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Neither party has any authority of any kind to bind the other party.

11.6.          Governing Law and Dispute Resolution. 1.1. This Agreement is governed by:

                  i.         for Customers contracting with Cleanstart Security Private Limited: the laws of India; and

                     ii.         for Customers contracting with Cleanstart Security Inc.: the laws of the State of Delaware, USA.

Any dispute shall be exclusively resolved by binding arbitration

               i.         for India: arbitration in accordance with the Arbitration and Conciliation Act, 1996, with seat in Ahmedabad Gujarat;

                     ii.         for international customers: arbitration administered by the AAA in Wilmington, Delaware, before a single arbitrator.

Cleanstart may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or cybersecurity interests.

11.7.          Entire Agreement and Order of Precedence. In the event of any conflict between this Agreement and an Order Form, the terms of the applicable Order Form shall prevail solely with respect to the commercial or transaction-specific terms expressly set out therein. In all other respects, this Agreement shall prevail, unless the applicable Order Form expressly states that it overrides a specific provision of this Agreement. This Agreement and exhibits constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all previous agreements, whether written or oral. If any term or provision of this Agreement is determined by a court of competent jurisdiction to be invalid, the remaining terms and provisions shall remain in effect.

11.8.          Marketing. Customer grants the Company the right to include Customer’s name and logo in The Company’s marketing materials, case studies, and customer lists, provided that Customer may opt out by written notice.