This Master Subscription & Services Agreement Governs Customer’s Use of “KanakuNote.com “ application by NameSpark Technologies LLP & CloudLight Solutions Private Limited . It Constitutes A Binding Agreement Between KanakuNote.com & the customer. By (1) Executing An Order Form That References This Agreement Or (2) Clicking A Box Indicating Acceptance Of This Agreement Or (3) Using The Services, Customer Agrees To The Terms Of This Agreement. If The Individual Accepting This Agreement Is Accepting On Behalf Of A Company Or Other Legal Entity, Such Individual Represents That They Have The Authority To Bind Such Entity And Its Affiliates To These Terms And Conditions, In Which Case The Term “Customer” Shall Refer To Such Entity And Its Affiliates. If The Individual Accepting This Agreement Does Not Have Such Authority, Or Does Not Agree With These Terms And Conditions, Such Individual Must Not Accept This Agreement And Shall Not Use The Services.
1.1 “Affiliate” shall mean, in relation to any person
1.2 “Agreement” means this Master Subscription and Services Agreement, any Order Form, addenda, exhibits and supplements thereto.
1.3 “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to a party or subject matter in question.
1.4 “Customer Data” means any content, materials, documents, data, and information submitted by or for Customer including any data generated, derived, processed, stored, or transmitted thereof.
1.5 “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates). It includes users of the Services.
1.6 “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
1.7 “Non-KanakuNote Application” means a web-based, mobile, offline, or other software
application functionality that interoperates with a Service, that is provided by Customer or a third party.
1.8 “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer & KanakuNote.com , including any addenda, exhibits and supplements thereto. By entering an Order Form hereunder, KanakuNote.com agrees to be bound by the terms of this Agreement as if it were an original party here to. For the instances where the Customer avails the Services of KanakuNote.com, Order form shall deem to mean a document entered between KanakuNote.com & customer specifying the Services to be provided and the charges payable by KanakuNote.com.
1.9 “Technical Services ” means migration, implementation, integration, training, or consulting services made available by KanakuNote.com under applicable separate order form to enable on top of product for the customer needs .
1.10 “KanakuNote.com” means a party/business authorised by NameSpark in writing to sell Services.
1.11 “Services “means Subscription Services & Technical Services and exclude any Non- KanakuNote.com applications.
1.12 “Subscription Services” means any services provided by KanakuNote.com to the Customer including the subscription to Software and related support made available by Kanakunote.com to Customer under applicable Order Form.
2.1. Provision of Subscription Services. Subject to terms of this Agreement and payment of the subscription charges, KanakuNote.com will (a) make the Subscription Services available to Customer pursuant to the applicable to package customer subscribed for. (b) provide applicable KanakuNote.com standard support for the Subscription Services to Customer.
2.2. Protection of Customer Data. KanakuNote.com will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data to prevent unauthorized access to Customer Data through network security solutions like SSL, Encryption mechanisms and monitoring services.
3.1. Subscriptions. Subject to the terms of this Agreement and payment of subscription charges, KanakuNote.com grants the Customer, a limited, non-exclusive, non-transferable right to access the Subscription Services. Subscription Services are purchased as subscriptions for the term stated in the applicable in ordering form. Email also circulated to customer above the package customer opted for from KanakuNote.com
3.2. Usage Limits. Subscription Services are subject to usage limits specified in Packages If Customer exceeds a contractual usage limit, Customer will execute an additional addons for additional quantities of the applicable Subscription Services promptly upon KanakuNote.com’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below. For instances where the Customer has availed the Services through a KanakuNote.com, customer shall request for additional quantities of the applicable Subscription Services and pay applicable charges as agreed to KanakuNote.com.
3.3. Customer Responsibilities. Customer will (a) be responsible for compliance with this Agreement and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non- KanakuNote.com applications with which Customer uses Subscription Services, (c) prevent unauthorized access to or use of Subscription Services and notify KanakuNote.com promptly of any such unauthorized access or use and (d) be responsible for all activities that occur under its usernames, passwords or accounts or as a result of Customer’s access to the Services and agrees that KanakuNote.com is not responsible for any harm caused by users, including individuals who were not authorized to have access to the Services but who were able to gain access from Customer’s user credentials.(e) KanakuNote Application does not encourage or prefer storing password in the web browser or any other medium
3.4. Usage Restrictions. Customer shall not (a) make any Subscription Service available to anyone other than Customer or users, or use any Subscription Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, rent, license, sublicense, distribute, make available, any Subscription Service, or include any Subscription Service in a service bureau or outsourcing offering, (e) interfere with or disrupt the integrity or performance of any Subscription Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Subscription Service or its related systems or networks, (g) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access or use any of KanakuNote.com intellectual property except as permitted under this Agreement, or Order Form, (h) modify, copy, or create derivative works based on a Subscription Service or any part, feature, function or user interface thereof, (i) disassemble, reverse engineer, reproduce, distribute, republish or decompile a Subscription Service, (j) remove or modify any program markings or any notice of KanakuNote.com’s or its licensors’ proprietary rights, (k) perform or disclose any benchmark or performance tests of the Services, (l) access Subscription Services to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) assist a third party in building or supporting, products or Services competitive to KanakuNote.com or (4) copy any ideas, features, functions or graphics of the Service.
3.5. Customer’s use of Services shall be subject to Terms and Conditions of Use and Privacy Policy as updated from time to time by KanakuNote.com.
3.6. Customer’s subscription charges of KanukuNote.com shall be subject change accordingly to Terms & Conditions of local labour wages based on inflation as updated from time to time by management of KanakuNote.com.
Any acquisition or use by Customer of Non-KanakuNote.com Application, and any exchange of data between Customer and any Non- KanakuNote.com Application is solely between Customer and the applicable Non- KanakuNote.com application provider. KanakuNote.com does not warrantor support Non- KanakuNote.com applications or other Non- KanakuNote.com products or services, whether or not they are designated by KanakuNote.com as “certified” or otherwise. KanakuNote.com is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non- KanakuNote.com application or its provider. KanakuNote.com assumes no responsibility in relation to any services availed by the Customer from a Non- KanakuNote.com application and the Customer agrees and undertakes to indemnify and hold KanakuNote.com harmless from any claim, loss, liability arising out of, or in connection with, or in relation to any such services being availed by the Customer.
Subject to payment of applicable charges, KanakuNote.com may make available for Customer, Professional Services as set forth in the applicable Order Form. Customers shall render necessary assistance to KanakuNote.com to fulfil its responsibilities as set forth in this Agreement and the applicable Order Form. Unless otherwise stated in the applicable Order Form, all Technical Services under this Agreement are deemed accepted by Customer upon delivery.
6.1. Subscription Charges. Customers will pay the Subscription Charges specified in Order Forms. Except as otherwise specified herein or in an Order Form, (a) Subscription Charges are based on Services subscriptions purchased and not actual usage and (b) payment obligations are non- cancellable, and Subscription Charges paid are non-refundable.
6.2. Invoicing and Payment. Unless otherwise stated in the Order Form, all charges will be invoiced in advance and are payable within 7 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to KanakuNote.com and notifying KanakuNote.com of any changes to such information.
6.3.Unless otherwise stated in the Order Form, all invoices will be sent via email to Customer’s email address registered with KanakuNote.com.
6.4. If any invoiced amount is not received by KanakuNote.com within the due date, then without limiting KanakuNote.com’s rights or remedies, KanakuNote.com may levy interest at the rate of 2% of the outstanding balance per month.
6.5. Suspension of Service. If any invoiced amount owed by Customer under this or any other agreement for Services is 30 days or more overdue, KanakuNote.com may, suspend Services until such amounts are paid in full, provided that, KanakuNote.com will give Customer at least 10 days’ prior notice that its account is overdue before suspending services to Customer.
6.6. Taxes. KanakuNote.com’s Subscription Charges displayed on the website excludes taxes. The Local taxes such as GST will be collected extra .Customer need to furnish their GST number as part of onboarding of KanakuNote.com’s subscription process to receive the tax invoice. Customer is responsible for paying all taxes associated with its purchases hereunder.
6.7. If a Customer avails/purchases any Services through a KanakuNote.com, then such Customer shall be liable to pay for such Services to the KanakuNote.com. However, the Customer shall continue to be liable to pay for Services purchased directly from KanakuNote.com.
6.8. If a Customer avails/purchases any Services through KanakuNote.com and (a) KanakuNote.com notifies NameSpark of such Customer’s failure to pay amounts due toKanakuNote.com with respect to a Service; or (b) KanakuNote.com fails to pay any amounts due to NameSpark; then KanakuNote.com at its sole and absolute discretion may suspend or terminate the Services or terminate the Services being provided to the Customer. Customer consents to these suspension and termination rights and acknowledges and agrees that KanakuNote.com shall not be liable to Customer to provide any Services to the Customer. Customer’s sole recourse with respect to any such suspension or termination shall be against the KanakuNote.com.
7.1. As between Customer & KanakuNote.com’s application hosting cloud company. Customer owns all of Customer’s Data and all intellectual property related to Customer’s Data. Notwithstanding anything to the contrary contained herein, the Customer hereby agrees, covenants, consents and grants KanakuNote.com, its Affiliates service providers, all the rights to host, use, process, analyse, derive, store, display and transmit Customer Data including for providing the Services in accordance with this Agreement. Customer represents that it has, and warrants that it shall maintain, all rights as required to allow KanakuNote.com, its Affiliates service providers to compile, use, store, process, analyse, derive and retain Customer Data, including without limitation in combination with other KanakuNote.com customers’ data.
7.2. Subject to the limited rights expressly granted hereunder, KanakuNote.com shall retain all right, title and interest in and to the Services and all technology utilized by KanakuNote.com to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing including any updates, upgrades, enhancements, modifications or improvements made to, or derivatives of, the Services. If Customer provides KanakuNote.com with any feedback regarding any Services, KanakuNote.com may use all such feedback without restriction. No rights are granted to Customer hereunder other than as expressly set forth herein.
8.1. The Parties shall endeavour to protect Confidential Information. In the context of the relationship under this Agreement, each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party (“Confidential Information”). KanakuNote.com’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation.
9.1. Each party represents and warrants that: (a) it is duly organized under applicable law and has sufficient authority to enter into this Agreement, (b) the person entering into this Agreement is authorized to sign this Agreement on behalf of such party and (c) the execution and performance under this Agreement does not conflict with any contractual obligations such party has to any third
party.
9.2. Customer represents and warrants that : (a) all information which has been given by the Customer or on behalf of the Customer by the KanakuNote.com to NameSpark with respect to the Customer is true, accurate & complete in all respects, (b) it shall maintain, all rights, privileges and licenses as required to allow KanakuNote.com, its Affiliates and its third-party service providers to compile, use, store, process, analyse, derive and retain Customer Data, (c) it has obtained all governmental authorizations, consents and approvals and corporate approval, and other consents as required under Applicable Law for the execution and performance of this Agreement have been obtained, and continue in force, and (d) The Customer has not and nor any Associated Persons or former Associated Persons has, directly or indirectly: i. violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or rules, regulations, guidelines of the OFAC (“OFAC Regulations”) and other applicable anti-corruption Laws; or ii. made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (i) executive, official, employee or person acting in an official capacity for or on behalf of a government department, government agency or a government-controlled entity or a public international organization (e.g., the International Monetary Fund or the World Bank), or (ii) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”), or (iii) any other person, while knowing that all or some portion of the money or value will be offered, given or promised to a government official for the purposes of obtaining or retaining business or securing any improper advantage or in other circumstances when such offer, payment or promise would be unlawful; or been subject to any investigation by any Governmental Authorities or regulators with regard to any actual or alleged breach of any relevant anti-corruption law. Provided that in the case of former Associated Persons such action took place whilst the former Associated Person was an Associated Person.
9.3. Neither the Customer nor any of its current or former Associated Persons is or has been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Authority or any customer regarding any offence or alleged offence under Anti- Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
9.4. The Customer is not (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC or any other U.S. governmental agency pursuant to any authorising statute, executive order or regulation; and (ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States. For the purposes of this Agreement: a. “Anti-Bribery Law” means the Indian Prevention of Corruption Act 1988, the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, and shall include any Applicable Laws that relate to the bribery or corruption, in each case as amended, re-enacted or replaced from time to time; b. “Associated Person” means a Person (including any director, officer, employee, agent or other intermediary) who performs services for or on behalf of that Person or who holds shares of capital stock, partnership interests, limited liability company membership interests and units, shares,interest and other participations in that Person (in each case when performing such services or acting in such capacity); c. “Money Laundering Law” means the Indian Prevention of Money Laundering Act, 2002 and all applicable anti-money laundering statutes of all jurisdictions, including, without limitation, Indian and U.S. anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency; and d. “OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America.
9.5. The Customer has not nor has any affiliate or their respective directors, officers, managers, employees, its independent contractors, representatives or agents violated the provisions of the Foreign Corrupt Practices Act, 1977 (“FCPA”), the U.K. Bribery Act or Prevention of Corruption Act, 1988 (“PCA”) or any other applicable anti-bribery or anti-corruption law. None of the any of their directors, officers, employees and its agents or representative has, in any way in relation to the Customer or any of the Customer’s subsidiaries or controlled affiliates, (i) have offered, promised, made, paid or received or will offer, promise, make, pay or receive any bribe, kickback or other similar payment or transfer of value for the benefit of any person in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions) or any other party hereto; (ii) have authorized, induced, or caused or will authorize, induce, or cause any person to offer, promise, make, pay or receive any such payment or transfer of value in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions) or any other party hereto; or (iii) possess knowledge or reason to know that any such payment or transfer of value has occurred or will occur in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions).
9.6. Except As Expressly Provided Herein, Customer Accepts The Services “As Is” And Acknowledges That Kanakunote.Com Makes No Other Warranty Of Any Kind Whether Express, Implied, Statutory Or Otherwise, And Disclaims All Implied And Statutory Warranties, Including, But Not Limited To, Any Implied Warranty Of Merchantability, Fitness For A Particular Purpose Or Non-Infringement. Kanakunote.Com Further Disclaims Any Warranty That The Services Will Meet Customer’s Needs Or Expectation, Be Error Free, Or That The Operation Of The Service Will Be Uninterrupted Or The Service Errors Be Corrected.
9.7. Customer Acknowledges And Agrees That Kanakunote.Com Does Not Control The Transfer Of Data Over Communications Facilities, Including The Internet, And That The Services May Be Subject To Limitations, Delays, And Other Problems Inherent In The Use Of Such Communications Facilities. Kanakunote.Com Is Not Responsible For Any Delays, Delivery Failures, Or Other Damage Resulting From Such Problems.
9.8. The Parties Agree That Kanakunote.Com Shall Not Be Responsible For Any Issues Related To The Performance, Operation Or Security Of The Services That Arise From Customer’s Applications Or Third-Party Application. Notwithstanding Anything Contained Herein, Parties Agree That The Services May Contain Information And Data Sourced From Third-Party Service Providers And Such Information And Data Is The Sole Responsibility Of The Person That Makes It Available. Kanakunote.Com Does Not Make Any Representation Or Warranty Regarding The Reliability,Accuracy, Completeness, Authenticity, Merchantability, Non-Infringement, Correctness, Or Usefulness Of The Information And Data, Third-Party Applications Or Services, And Disclaims All Liabilities Arising From Or Related To The Information And Data, Third Party Applications Or Services.
9.9. For Any Breach Of The Services Warranty, Customer’s Exclusive Remedy And KanakuNote.com’s Entire Liability Shall Be The Correction Of The Deficient Services That Caused The Breach Of Warranty, Or, If Kanakunote.Com Cannot Substantially Correct The Deficiency In A Commercially Reasonable Manner, Customer May Choose To End The Deficient Services.
Notwithstanding anything contained in this Agreement, the Customer shall defend, indemnify and hold harmless kanakunote.com (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations, consents, grants, undertakings, representations or warranties, and (ii) misrepresentation, negligence, fraud, wilful concealment and misconduct (iii) misuse of the Services and products of kanakunote.com for any illegal or unauthorised purposes; (iv) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from the acts or omissions of Customer; (v) any claims by a third party on kanakunote.com for the acts committed or omitted by the Customer; (vi) any violation of municipal, state or central laws governing the Services and products or their sale, that may result from such act or omission by the Customer.
In No Event, Kanakunote.Com, Its Directors, Officers, Employees, Affiliates Or Agents, Shall Be Liable For Any Consequential, Indirect, Special, Incidental Or Punitive Damages, Or Any Loss Of Profits, Revenue, Data, Or Data Use, Arising Out Of, Or Relating To, The Services Or The Arrangements Between The Parties. Notwithstanding Anything Contained In This Agreement, The Cumulative Maximum Liability Of Kanakunote.Com, Its Directors, Officers, Employees, Affiliates Or Agents , Whether In Contract Or Tort Or Damages Or Indemnification Claims Or Negligence, By Statute Or Otherwise, Including Arising Out Of The Work Or Deliverables Or Services Covered By This Agreement, And Regardless Of The Theory Of Liability, Shall Be Limited To Payment Of Incurred And Suffered Direct Damages Only And Shall In No Event Exceed Twenty Five Percent Of The Charges Received By Kanakunote.Com, From The Customer.
12.1. Term This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
12.2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form (“Initial Term”). The subscriptions will automatically renew for additional periods equal to the expiring subscription term (“Renewal Term”), unless i) a renewed Order Form is executed with revised terms and charges, or (ii) either party notifies the other party, no less than thirty (30) days prior to the end of, the Initial Term or any Renewal Term, that it has elected not to renew the Order Form or the Agreement, or (iii) Kanakunote.com intimates revision in the terms and charges post the Initial Term. Unless otherwise stated in an Order Form, the renewal chargemay be increased by up to 15 (fifteen) percent of the applicable fees in the immediately preceding Order Form.
12.3. Termination. Kanakunote.com shall terminate this Agreement upon written notice if the Customer is in breach of this Agreement and such breach is not curable or is not cured within 30 (thirty) days from the receipt of written notice of such breach. Non-payment of invoiced amount within the applicable due date shall constitute material breach of this Agreement.
12.4. Effects of Termination. Upon any termination or expiration of this Agreement, Kanakunote.com will cease to provide the Services and any Subscription Charges due under an Order Form shall be required to be paid immediately. All charges due under an Order Form are non- cancellable and non-refundable. Any obligations of the parties that by their nature are intended to survive the termination or expiration of this Agreement, shall survive any termination or expiration thereof.
12.5. Notwithstanding anything contained in Clauses 12.1 – 12.4, the Term of Services purchased/availed by a Customer through a Kanakunote.Com, Shall be as specified in the document executed between Kanakunote.Com & customer.
12.6. Publicity. Customer agrees and consents that Kanakunote.com may refer to Customer as a customer of Kanakunote.com in its communications and marketing materials, including by displaying Customer’s name and logo on Kanakunote.com website and other marketing materials.
13.1. Third Party Service Providers. Kanakunote.com may use third-party service providers, including application service providers, hosting service providers and system integrators for rendering Services. Kanakunote.com may engage third parties to provide services in connection with Technical Services, provided that such third parties have executed appropriate confidentiality agreements with Kanakunote.com. 13.2. Kanakunote.com shall be excused from performance hereunder, without any liability, to the extent that performance is prevented, delayed, or obstructed by circumstances beyond its reasonable control. Such circumstances may be including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure delay, Non- Kanakunote.com application, denial of service attack, a virus attack on Customer’s system leading to disruption, issues with FTP access from Customer’s system, emergency maintenance upgrades or government restrictions(including the denial or cancellation of any licenses).
13.3. Kanakunote.com shall have no responsibility or liability in relation to failure of any activity, if such activity may have been initiated by a third party or by Customer itself, and that has failed or delayed on account of the process of authentication and acceptance of taxpayer/s data by GST System or otherwise, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.
13.4. Planned Downtime: Kanakunote.com may shut down the Services to perform planned maintenance or to upgrade the Services. To the extent possible and reasonable, Kanakunote.com may provide at least 48 hours of notice for such downtime. For the avoidance of doubt, planneddowntime will exclude any emergency maintenance undertaken by Kanakunote.com which shall be endeavoured to be undertaken during the non-business hours during weekends.
13.5. Anti-Corruption. Customer agrees and confirms that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Kanakunote.com in connection with this Agreement.
13.6. Entire Agreement and Order of Precedence. This Agreement along with the Order Forms represents the entire agreement between the parties regarding the subject matter hereof and supersedes any & all other agreements between the parties, whether written or oral, regarding the subject matter hereof. For clarity, the provisions of this Agreement supersede any earlier non- disclosure or confidentiality agreements, purchase orders or in any other Customer documentation (excluding Order Forms). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement.
13.7. Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.8. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.10. Assignment. Customer shall not assign any of its rights and obligations under this Agreement without the prior written consent of Kanakunote.com.
13.11. Governing Law and Jurisdiction. Any dispute arising out of or in connection with this Agreement shall be resolved amicably preferably within 30 days. Failing which such dispute shall be referred to a sole arbitrator mutually appointed by parties. If parties fail to agree upon a sole arbitrator, within a period of ten (10) days, each party shall appoint an arbitrator and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. Arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and any amendments thereof. The seat and venue of arbitration shall be Tiruppur, Tamil Nadu and the language of arbitration shall be Tamil/English.
Notice: Customer shall direct notices under this Agreement to the following email address Email: compliance@namespark.in.
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