LICENSE AGREEMENT

Voiro is a cloud hosted software application that provides an end to end solution helping publishers streamline their advertising operations and maximize their revenue by giving them the power to sell and execute intelligently (“Technology”).

This [Click-Wrap] License Agreement (“Agreement”) is a legal contract between you (“Licensee”) and Voiro Consultants LLP, incorporated, organized and existing under the laws of India and having its registered office at Aga Abbas Ali Road, Yellappa Chetty Layout, Sivanchetti Gardens, Bengaluru, Karnataka 560042 (“Voiro”) in respect of the Account (defined below) the Licensee creates with Voiro for the Technology, and related Services (defined below) provided by Voiro.

Voiro and the Licensee shall hereinafter individually be referred to as “Party” and collectively as the “Parties”.

BY CLICKING THE “ACCEPT” BUTTON BELOW, [OR BY DOWNLOADING, INSTALLING] OR OTHERWISE USING THE TECHNOLOGY, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND OTHER POLICIES MADE AVAILABLE ON THE VOIRO WEBSITE, INCLUDING BUT NOT LIMITED TO THE PRIVACY POLICY AVAILABLE AT https://www.voiro.com/privacy/. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT CLICK “ACCEPT” OR USE THE TECHNOLOGY.

  1. ACCOUNT

  1. To access and use the Technology and Services (defined below), the Licensee must establish an online account by completing our online registration process, under which the Licensee may create separate accounts for its various departments, teams of employees (together, the “Account”). The Licensee shall populate the Account with accurate and complete information, including contact and payment information. The Licensee shall keep its Account information up to date by promptly notifying Voiro of any changes in Account information. Account access is provided on a password-protected basis. The Licensee will be solely responsible for keeping its Account password confidential and for all use of its password and Account, including any unauthorized use.

  1. The Technology and Services aim to aid the Licensee in monetizing its advertising inventory (“Inventory”). The Licensee is responsible for the accuracy of the URL information provided in connection with the Inventory. Voiro has the right to reject or disapprove any Inventory at any time at its discretion and may refuse to provide its Services for such portion of the Inventory.

  1. LICENSE

  1. License to Technology

  1. The Technology shall include any and all corrections, bug fixes, enhancements, impruovements, updates or other modifications developed or acquired and supplied by Voiro and any user manuals or other documentation supplied by Voiro in conjunction with the Technology;

  1. Subject to the terms and conditions of this Agreement and in consideration of License Fee (defined below) payable by Licensee to Voiro, Voiro hereby grants Licensee a non-exclusive, non-transferable, non-assignable, limited, restricted, revocable right and license to access and use Technology, during the Term (defined below) of the Agreement (“License”).

  1. Voiro shall have the right to: (a) make and update to the functionality and/or documentation of the Technology; and (b) develop or acquire on its efforts and resources any and all improvements or modifications with respect to the Technology, from time to time. However, the Parties agree that Voiro shall not be required to provide Licensee the aforesaid, unless otherwise agreed between the Parties.

  1. Restrictions on use

Notwithstanding the other provisions of this Agreement, Licensee shall not use nor attempt to use the Technology, or any part thereof, other than as permitted herein, or

  1. Copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works including, without limitation, translations, transformations, adaptations or other recast or altered versions) from the Technology, or any portion thereof;

  1. Breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the Technology;

  1. Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;

  1. store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

  1. Use the Technology in a way that infringes or misappropriates a third party’s intellectual property rights or personal rights;

  1. Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Technology or any activities conducted on Voiro servers;

  1. Copy, sell, sub-license or assign the Technology, and its rights under this Agreement, without the prior written consent of Voiro;

  1. Distribute, disclose or allow use of Technology by any third party in any format, through any timesharing service, service bureau, network or by any other means; or

  1. Merge or combine Technology with any other technology not provided by Voiro.

  1. Licensee shall protect its password and takes full responsibility for its Account and shall notify Voiro immediately of any unauthorized use of any password or account or an other known or suspected breach of security.

  1. Licensee covenants that it shall be solely responsible for the usage of the Technology.

  1. It is clarified that Licensee shall not acquire any other right whatsoever in and to the Technology, except as expressly granted herein.

  1. No individual or entity that is Voiro’s direct competitor, will be granted the License, except with Voiro’s prior written consent.

  1. SERVICES

  1. From time to time, the Parties may execute statements of work, substantially in the form attached hereto as Schedule I (“Statement of Work”), that describe the specific services to be performed in relation to the Technology, by Voiro for the Licensee (“Services”).  The Services shall include any customization to the Technology, reports, documents, templates, studies, strategies, operating models, technical architectures, design documents, software objects, software programs, alteration or any improvement to the Technology. Each Statement of Work between the Parties, whether expressly referring to this Agreement or not, will form a part of this Agreement, and will be subject to the terms and conditions contained herein.

  1. Licensee may submit to Voiro written requests to change the scope of Services described in a Statement of Work (each such request, a “Change Order Request”).  Voiro will continue to perform the Services pursuant to the existing Statement of Work and will have no obligation to perform any Change Order Request unless and until the Parties have agreed in writing on the terms and conditions required thereof.

  1. PAYMENT TERMS 

 

  1. The Licensee shall pay to Voiro, fees for the License (“License Fee”) and the Services provided in accordance with the fees, charges, and billing terms specified in Schedule II (collectively, “Fees”).

  1. The Licensee shall pay Fees in advance, either annually or in accordance with any different billing frequency stated in Schedule II. Voiro shall, accordingly, raise invoices for its Services and the License under this Agreement to the Licensee, which the Licensee shall pay within 30 (thirty) days from the date of the invoice raised.

  1. If any invoiced amount is not received by Voiro by the due date as specified in Schedule II, then without limiting Voiro’s rights or remedies, Voiro may, at its sole discretion, (a) charge late interest at the rate of 1.5% of the outstanding balance per month; (b) revoke or suspend the License; and/or (c) terminate this Agreement.

  1. OBLIGATIONS OF LICENSEE

  1. Licensee undertakes the following:
  1. to use the Technology in accordance with the terms and conditions set out or permitted under this Agreement, all applicable laws and in accordance with the statutory and regulatory quality norms as applicable from time to time;
  2. not to challenge the exclusive rights of the Voiro in the Technology; and
  3. to comply with Voiro’s privacy policy as may be amended from time to time.

  1. Licensee agrees to maintain such quality standards as shall be prescribed by Voiro in the conduct of the business operations with and for which the Technology are used.

  1. Licensee agrees that the decision of Voiro on all matters concerning the Technology shall be final and conclusive and not subject to question by Licensee.

  1. The use of the Technology may require that the Licensee’s machines have the minimum configuration as may be prescribed by Voiro from time to time. The Licensee may be required to download, install and/or have access to third party product or services to be able to make full use of the Technology. The Licensee shall be responsible for complying with the terms and conditions governing the use of such third party product or service, in addition to the term of this Agreement. The Licensee acknowledges and agrees that Voiro does not make any representation or extend any warranty in respect of such third party products or services, and is not liable for any consequences arising out of the download, installation, use of or otherwise access to the said third party products and services by the Licensee.

  1. The Licensee shall have a direct contractual relationship with each employee, consultant, advisor or other authorized person that uses the Technology on behalf of the Licensee, ensuring such person adhered to the terms contained in this Agreement. Further, such person shall be bound by all the terms and conditions set out in this Agreement. 

  1. THIRD PARTY INFRINGEMENT

  1. If Licensee becomes aware of any infringement, actual or suspected, or any other unauthorized use of the Technology by another person, Licensee shall promptly give a written notice to Voiro specifying the particulars of such unauthorized use.

  1. Voiro, at its sole discretion, shall take whatever action it deems advisable in connection with unauthorized use, and it shall notify Licensee of its decision within 30 (thirty) days of being informed by Licensee of the unauthorized use.

  1. If Voiro decides to take action of any kind against the unauthorized use, Voiro shall have sole control of the conduct of any such action. Voiro shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Voiro.

  1. Licensee, if called upon in writing by Voiro, shall cooperate fully with Voiro, at Voiro’s sole expense, in the conduct of any such action. Such cooperation shall not entitle Licensee to any claim for recovery of compensation in respect thereof, and all such recovery or compensation shall belong solely to the Voiro. Voiro may, at its sole discretion, take any action against unauthorized use. Voiro’s right to take such action shall not be compromised in the event that Voiro elects not to take action immediately on receiving notice of the same from Licensee or if Voiro fails to notify Licensee within 30 (thirty) days of its intention to pursue the matter.

  1. If Licensee elects to take action of any kind against the unauthorized use, it shall promptly notify Voiro with all the details. Action taken by Licensee shall be in the name of Licensee and, if required by the law of the territory, on behalf of Voiro. Voiro shall also be joined as a party to any suit initiated by Licensee media, if required by the law of the territory. The Parties agree that Licensee shall not settle any such suit, action or proceeding without the prior written consent of Voiro.

  1. INTELLECTUAL PROPERTY RIGHTS

  1. “Intellectual Property Rights” shall mean and include, collectively or individually, worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired. Intellectual Property Rights, shall without limitation, include trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, mask work rights, mask work registrations and applications therefore, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, Internet domain names, Internet and World Wide Web URLs or addresses, formulas, pattern, method, technique, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practice laws, and all other intellectual and industrial property rights related thereto anywhere in the world, in each case whether or not requiring registration and whether or not such registration has been obtained and including pending applications for such rights and the right to file applications for such rights;

  1. All data, information or material that (i) the Licensee submits to the Technology; and (ii) that is generated by the Licensee’s use of the Technology, excluding any such data that describes or reflects the performance of the Technology, belongs to the Licensee (“Licensee Data”). This includes any ad targeting options and keywords and all Licensee content, information, and URLs whether generated by or for Licensee and web sites, services and landing pages which Licensee links or directs its customers to, including advertised services and products. Licensee shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of the Licensee Data and Voiro shall not be rresponsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Licensee Data. The Licensee hereby grants a royalty free license to Voiro to use the Licensee Data for its business purposes and to provide the Services.

  1. Licensee acknowledges that all data that describes or reflects the performance of the Technology and all Intellectual Property Rights in such data belongs exclusively to Voiro and that the Licensee shall not use any such data in any manner unless consented to by Voiro, in writing. (“Voiro Data”). All pre-existing Intellectual Property Rights of Voiro in the Services and Technology, any intellectual property rights created outside the scope of this Agreement or any other Intellectual Property Rights not specifically created for the Licensee shall remain with Voiro.

  1. Licensee hereby irrevocably acknowledges and agrees that Voiro shall exclusively own all rights, title, interest in and to the Technology and any and all Intellectual Property Rights embodied therein. Except as set out herein and subject to the License, this Agreement shall not be construed as granting Licensee, the ownership of all right, title and interest in and to the Technology and any and all Intellectual Property Rights embodied therein and they shall not acquire any title, right or interest in any of the foregoing.

  1. The Parties hereby agree and acknowledge that the Company may procure third party components such as software, solutions, etc., provide Services or the Technology. In this regard, all title, ownership and rights to such third party component shall continue to vest either with such third party or with Voiro.

  1. Licensee shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership of Technology. In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement or in the event of modification and extension of the Technology (“Works”), Licensee hereby irrevocably acknowledges and agrees that Voiro shall exclusively own all rights, title, interest in and to the Works and any and all Intellectual Property Rights embodied therein.

  1. Pursuant to this Agreement, the Customer permits Voiro to use the name and logo of the Customer on Voiro’s website, presentations, sales material, event participation material and any other similar material along with a description of the inter-se professional engagement between Voiro and the Customer during the Term. Licensor agrees to take all commercially reasonable efforts to safeguard and not dilute, harm, misuse or bring the Intellectual Property Rights of Licensee to disrepute or misuse and undertakes do any and all acts to protect the Licensee’s right, title, interest in the Intellectual Property owned by it. Voiro agrees that the Customer’s name, logo and/or trademark would be used by Voiro only in accordance with the guidelines communicated to Voiro by the Customer in this regard, and only for the purposes as stated in this clause.

  1. REPRESENTATIONS AND WARRANTIES OF LICENSEE

  1. In addition to any other representations and warranties contained herein, at all times during the Term (defined below) of this Agreement, Licensee further represents, warrants and covenants that:

  1. Licensee is either an individual of an age of 18 years and above or a duly incorporated juristic entity that has requisite power and authority to enter into this Agreement;

  1. The execution and delivery of this Agreement, the agreements contemplated in this Agreement and the consummation of the transactions contemplated by this Agreement need no authorization or have been duly authorised by all requisite corporate action and shall not be in conflict with any other agreement or arrangement to which Licensee is a party;

  1. Execution and delivery of this Agreement and the consummation of the transactions contemplated thereby do not and will not: (a) conflict with or result in a breach of or default under any license, indenture or agreement to which Licensee  is a party that would materially adversely affect Licensee’s ability to perform its obligations under this Agreement; or (b) breach any applicable laws, judgment, decree, order or ruling of any court, governmental authority, regulatory body to which Licensee  is a party or by which any of Licensee’s assets are bound;

  1. Licensee has and shall maintain all rights, licenses, approvals and permissions necessary under this Agreement;

  1. Licensee is and shall be in compliance with all applicable laws and shall use the Technology and Services in compliance with the Information Technology Act, 2000, Rules and regulations, guidelines made thereunder, including Rule 3 of The Information Technology (Intermediaries Guidelines) Rules, 2011, as amended/re-enacted from time to time.

  1. [Licensee will maintain and abide by a legally sufficient privacy policy that is consistent with applicable laws. At a minimum, the Licensee’s privacy policy must: (a) notify the users of the Licensee’s websites and products, if data regarding their online behavioral advertising is being gathered by Licensee using the Technology or Services; (b) notify users that information about the user’s internet use is being gathered through cookies, web beacons and similar means, and is being used to select advertisements so that they are more likely to be of interest to the user; (c) describe the types of data that are collected (e.g., click stream information, browser type, time and date, subject of advertisements clicked or scrolled over); (d) explain how, and for what purpose, any data collected for and/or purposes for which such data will be shared with and/or used by third parties; and (e) comply with all requirements of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011. There must be a link to this privacy policy on each webpage that links to an advertisement where data gathering as described above occurs.]

  1. Licensee shall not disclose, nor make use in the performance of its obligations under the Agreement, any trade secrets or other proprietary information of any third party, unless such trade related information has been validly obtained by or licensed to Licensee and can be validly used by Licensee without any of the Parties incurring any liability or obligation (past or future) to such third party;

  1. Licensee is not currently debarred, suspended or otherwise excluded, or blacklisted from receiving any contracts by, or under any investigation by any governmental authority or third party buyers located anywhere in the world, for violating any applicable laws in relation to the national security of any such jurisdiction(s);

  1. Licensee is not a party to any pending litigation which shall materially affect Licensee’s obligations under this Agreement;

  1. there is no pending or threatened proceeding affecting Licensee  or any of its assets that would affect the validity or enforceability of this Agreement, the ability of Licensee  to fulfil its commitments under this Agreement in any material respect, or that could result in any material adverse change in the business or financial condition of Licensee;

  1. If the Licensee is entering into this agreement on behalf of another legal entity, the Licensee has the authority to bind such entity to these terms and conditions, in which case the term “Licensee” shall refer to such entity;

  1. Licensee shall not access the Technology or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;

  1. Licensee’s Inventory (a) is and will be free of any “worm”, “virus” or other destructive programming or device that could cause damage to any data, computer system, software, property, person or entity; (b) will not violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws; (c) will not contain pornographic, violent content, content related to racial intolerance or advocacy against any individual, group, or organization, excessive profanity, hacking or cracking content, online gambling or online casino-related content, illicit drugs and drug paraphernalia content, sale of marijuana, sale of prescription drugs, sale of weapons including firearms, firearm components, fighting knives, stun guns, sale of ammunition, or any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others; and (d) will not infringe any  intellectual property rights or other proprietary rights, and the use of same will not violate or encourage violation of any applicable laws;

  1. The Licensee shall (a) not engage in any form of fraudulent traffic generating methods including robots, spiders, auto-spawning browsers, auto reloading, meta  refreshes  or any other form of fraudulent and artificial traffic; and (b) ensure that  ad codes are not placed on pages including blank pages with no content, pages  that   only contain advertisements; and

  1. The Licensee shall not pass any information to Voiro that Voiro could use or recognize as personally identifiable information, including without limitation through ad tags or cookies.

  1. REPRESENTATIONS AND WARRANTIES OF VOIRO

  1. Voiro shall make commercially reasonable efforts to make available the Technology pursuant to this Agreement as per applicable industry standard for [24] hours a day subject to the Dependencies (defined below), except for: (i) planned downtime (of which Voiro shall give advance electronic notice of [1] day), and (ii) any unavailability caused by circumstances beyond Voiro’s reasonable control, including a Force Majeure Event (defined below), internet service provider failure or delay, failure in Licensee’s infrastructure or internet connection or denial of service attack.

  1. The provision of Services as contemplated in Section 9.1 is contingent on the following:
  1. Provision of all supporting hardware and consumables as specified in the Statement of Work hereto on or before the agreed date of deployment of the Services; and
  2. Availability of network connectivity of the nature and quality specified in the Statement of Work hereto (collectively, “Dependencies”).

  1. INDEMNITY

  1. Without prejudice to any other provision of this Agreement and/or any other right of the Indemnified Persons (defined below), Licensee shall indemnify the Voiro against all claims, and shall always keep indemnified and hold the Voiro, its employees, advisors, personnel, officers, its nominees on board, alternate directors or observers and their respective partners, officers, directors (jointly, the “Indemnified Persons”), harmless from and against any and all losses, liabilities, claims, actions, costs and expenses (including attorneys’ fees) relating to, resulting directly from or in any way arising out of any claim, suit or proceeding brought against the Indemnified Persons as a result of:
  1. a breach of any of the representations and warranties, covenants or agreements made or given by the Licensee under this Agreement;
  2. any infringement of third party rights by Licensee under this Agreement;
  3. breach of confidentiality obligations of Licensee;
  4. any taxes/penalties/actions by any statutory authority pertaining use of the Technology, and Voiro services; and
  5. breach of applicable law, negligence or misconduct directly attributable to the Licensee or its employees or agents.

  1. LIMITATION OF LIABILITIES

  1. IN NO EVENT, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR: (I) ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS OF REVENUE OR LOSS OF BUSINESS PROFITS, HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE TECHNOLOGY, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE TECHNOLOGY, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, IN THE TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. SUBJECT TO THE ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND WILLFUL MISCONDUCT)) OF VOIRO, REGARDLESS OF THE FORM OF CLAIM SHALL BE THE AGGREGATE FEES RECEIVED FROM LICENSEE HEREUNDER FOR THE PRECEEDING ONE MONTH OF THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

  1. WARRANTY DISCLAIMER

  1. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, VOIRO DISCLAIMS ALL WARRANTIES OF ANY KIND, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION BETWEEN THEM, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

  1. All third party advertisements, hyperlinks or other redirection tools in the Technology or Services which take the Licensee to content operated by third parties are not controlled by Voiro. Accordingly, Voiro is not liable for any loss or harm that occurs to the Licensee as a result of such sites.

  1. FORCE MAJEURE

  1. Neither Party shall be liable to the other, if and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed due to circumstances beyond the reasonable control of such Party and not arising due to its fault or negligence and which could have been avoided with reasonable care and diligence, including change in law, fire, flood, storm, explosion, epidemic, act of God, act of terrorism, war, civil commotion, riot or act of government and/or shortage of material (“Force Majeure Event”).

  1. Any Party which is to claim a Force Majeure Event shall within [ten (10)] days of the occurrence of such events, notify the other Party in writing, and provide full particulars of the Force Majeure Event, the cause and the date of first occurrence thereof, as soon as possible after the Force Majeure Event and also keep the other Party informed of any further developments. For avoidance of doubt, a Party which has not complied with the provisions of this Section shall not be entitled to claim relief for non-performance of its obligations due to Force Majeure Event.

  1. The Party so affected by a Force Majeure Event shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when the Force Majeure Event is removed.

  1. CONFIDENTIALITY

  1. It is expected that, during the Term of this Agreement, certain confidential information may be disclosed to Licensee, including but not limited to information in connection with the Technology, Voiro Data, other information relating to Voiro’s business, and any other information reasonably understood to be confidential (“Confidential Information”).

  1. Except as expressly allowed or required by this Agreement, Licensee agrees not to: (i) duplicate in any manner Voiro’s Confidential Information; or (ii) disclose Voiro’s Confidential Information to any third party. Licensee agrees that Licensee may disclose Confidential Information of Voiro only to those employees or contractors of Licensee who need to know such information and have previously agreed, either as a condition of employment or contractor relationship or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Licensee under this Agreement. Licensee agrees to use the same degree of care it uses for its own proprietary information to keep Voiro’s Confidential Information in a safe and secure place, protect it from unauthorized use or disclosure, and monitor access to it, provided however, that in no event will such care be less than reasonable care. Licensee will immediately give notice to Voiro of any known unauthorized use or disclosure of the Confidential Information. Licensee agrees to assist Voiro in remedying any such unauthorized use or disclosure of the Confidential Information.

  1. Exclusions

Confidential Information shall not include, and the foregoing restrictions shall not apply to, information which: (i) is or becomes a part of the public domain without any breach of the confidentiality obligations of this Agreement by Licensee; (ii) was in Licensee’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use imposed by Voiro; (iii) is independently developed by Licensee, i.e., without any reference to Voiro’s Confidential Information; or (iv) is lawfully disclosed hereafter to Licensee by a third party who did not acquire the information from Voiro subject to an obligation of confidentiality to Voiro. A disclosure of any portion of Confidential Information, in response to a valid order by a court or other governmental body or otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Licensee shall provide prompt prior written notice thereof to Voiro to enable Voiro to seek a protective order or otherwise prevent such disclosure.

  1. TERM AND TERMINATION

  1. This Agreement shall be valid from the date Licensee accepts these terms and continue to be valid for a period of 12 months from such date (“Term”).

  1. Termination for convenience

Either Party may terminate this Agreement, in whole or in part, at its convenience and without assigning any reasons and without any liability to the other Party, upon 30 (thirty) days notice to the other Party in accordance with Section 16 (Notices) herein. The Agreement shall stand terminated on the expiry of the aforesaid period of 30 (thirty) days, relieving both Parties of their respective obligations, save such obligations and/or liabilities of Licensee that are expressly specified to survive the termination of this Agreement.

  1. Termination for Cause

  1. In the event that Licensee commits a breach of any of its obligations under this Agreement and such breach, if capable of being remedied, is not cured by Licensee within 30 (thirty) days of Voiro’s written notice specifying the breach, Voiro shall have the right to terminate this Agreement forthwith, in whole or part, for cause in accordance with this Section. For avoidance of doubt, it is clarified that the following shall be specifically considered as breach of obligations of Licensee under this Agreement: (a) Licensee violates Section 2 (License) of this Agreement; (b) Licensee is in breach of its obligations set forth under Section 8 (Representations and Warranties of the Licensee); and (c) Licensee violates Section 14 (Confidentiality) of this Agreement or any confidentiality, privacy or data protection obligations under any other agreement.

  1. Notwithstanding anything contained in this Agreement, Voiro shall have the right to terminate this Agreement in the event, Licensee fails to pay any invoice when due in accordance with this Agreement and fails to cure such default within 15 (fifteen) days of written notice from Voiro.

  1. Termination for Insolvency

In the event that Insolvency Event (defined below) occurs to either Party, then the other Party may terminate this Agreement by giving written notice of 30 (thirty) days. The term “Insolvency Event” shall mean the occurrence of any of the following events to a Party, as applicable:

  1. an order is made by any court for winding up;
  2. an order is made appointing a liquidator or provisional liquidator;
  3. a resolution is passed by creditors at a meeting of creditors convened in accordance with the applicable law or by members for winding up;;
  4. a receiver, receiver and manager or mortgagees' agent in possession is appointed to the Party or to any of its assets;
  5. a compromise or arrangement is agreed to with creditors or any class of creditors or an order is made by a court that a meeting be convened in respect of a proposed compromise or arrangement between Party and its respective creditors or any class of such creditors;
  6. the Party is unable to pay its debts, or declares or admits that it is unable to pay its debts or is deemed by virtue of the applicable law to be bankrupt or insolvent or unable to pay its debts; or
  7. the Party is unable to carry on its business.

  1. The Parties agree that Voiro shall have the right to suspend the performance of its obligations under the Agreement, at its discretion, for a specified duration by giving a written notice of at least 15 (fifteen) days in advance to Licensee.

  1. Consequences of Termination. In the event of termination, for whatever reason, Licensee shall, at Voiro’s option, promptly destroy or deliver to Voiro, all materials and Confidential Information furnished to Licensee by Voiro, and written certification of Licensee’s compliance with Licensee’s obligations under this Section. All payment due to Voiro till the date of termination shall become immediately due and payable to Voiro by Licensee.

  1. The right to terminate under the Agreement shall be without prejudice to all the rights and remedies under the Agreement and/or applicable law available to the Parties, including without limitation, the right to claim damages and/or seek indemnity in accordance with the provisions of this Agreement or as an alternative to termination, seek specific performance of this Agreement. It is clarified that termination shall not affect any accrued rights or liabilities of either Party at the date of termination.

  1. Any provisions of this Agreement which, either expressly or by implication, survive the termination of this Agreement, shall be complied with by the Parties in the same manner as if the present Agreement is valid and in force. In addition to and without limiting the generality of the foregoing, Sections 1 (Definitions and Interpretation), 2 (License), 6 (Third Party Infringement), 7 (Intellectual Property Rights), 14 (Confidentiality), 15.6 (Consequences of Termination), 16 (Notices), 17 (Dispute Resolution), 18 (Jurisdiction) and 19 (Miscellaneous) shall survive termination of this Agreement or part thereof.

  1. NOTICES

  1. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement by either Party, shall be in English language and in writing and signed by or on behalf of the Party giving it. Such notice shall be served by delivering by hand, registered mail, email, facsimile transmission or a recognized courier service to the address set forth below. In each case, it shall be marked and sent to the attention of the relevant Party set forth below. Any notice so served shall be deemed to have been duly given: (i) in case of delivery by hand, when received by an authorized employee or officer of the other Party; or (ii) when sent by mail, where 7 (seven) days have elapsed after deposit in the mail with certified mail receipt requested postage prepaid; or (iii) upon receipt of confirmation receipt when sent by facsimile; or (iv) when delivered by courier on the 3rd (third) day after deposit with an overnight delivery service, postage prepaid, with next day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider; or (v) for electronic mail notification with return receipt requested, upon the obtaining of a valid return receipt from the recipient. All notices and other communication shall be addressed as follows:

To: Voiro Consultants LLP.,

Attn: Kavita Shenoy

Telephone no:

Email: support [at] voiro.com                 

  1. All such notices and other communications shall be effective upon receipt or refusal thereof. Either Party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section, by giving the other Party, written notice of the new address in the manner set forth above or, in case of the Licensee, by updating the information on the Account.

  1. DISPUTE RESOLUTION

  1. If any dispute arises between any of the Parties hereto during the subsistence or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement, the Parties hereto shall endeavour to settle such dispute amicably.

  1. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 (thirty) days, gives 15 (fifteen) days notice thereof to the other Party in writing. In case of such failure, the Parties shall settle their disputes through arbitration in accordance with the applicable laws of India.
  2. The arbitral tribunal shall consist of a sole arbitrator, the appointment of who shall be mutually agreed to between the Parties. The language of arbitration shall be English.

  1. The venue of arbitration shall be [Bangalore, India].

  1. The arbitration award shall be final and binding on the Parties and the Parties agree to be bound thereby and to act accordingly.

  1. JURISDICTION

  1. This Agreement and all non-contractual obligations arising from or connected with it shall be governed by and construed in accordance with the laws of India without giving effect to the principles of conflict of laws. Subject to Section 17 (Dispute Resolution), all disputes under this Agreement or arising out of this Agreement shall be submitted to the sole jurisdiction of the courts situated in [Bangalore]; and each Party waives any objection which it may have at any time to any legal proceedings brought in such court, including any claim that such legal proceedings have been brought in an inconvenient forum and that such court does not have any jurisdiction over such Party.

  1. MISCELLANEOUS

  1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, written or oral, with respect to the subject matter hereof.

  1. Amendments: Voiro may modify this Agreement and its policies from time to time, by updating this document. Your continuing to use the Services following the posting of changes will mean that you accept such changes.

  1. Third Party Beneficiaries: This Agreement is for the sole benefit of the Parties and their successors in business and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than the Parties any legal or equitable rights hereunder.

  1. Assignment: This Agreement shall not be assigned or transferred or novated either fully or in part by either Party hereto to any third party without the consent, in writing, of the other Party and only upon such terms as are mutually agreed by both the Parties hereto.

  1. Remedies:The rights and remedies provided by this Agreement are cumulative and not exclusive and the use of any one right or remedy by any Party shall not preclude or waive its right to use any or all other remedies provided by applicable law or in equity apart from the remedies expressly or impliedly provided for under this Agreement.
  2. Waiver: If at any time any Party waives any right accruing to it, due to breach of any of the provisions of this Agreement, such waiver shall not be construed as continuing waiver of other breaches of the same kind or other provisions of this Agreement. None of the terms of this Agreement shall be deemed to have been waived or altered, unless such waiver or alteration is in writing and is signed by both the Parties.

  1. Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then: (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

  1. Relationship between Parties: This Agreement shall not constitute the appointment of any Party as the legal representative or agent of any of the other Parties. No Party to this Agreement shall have any right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other Party to this Agreement. Except as may be specifically provided in this Agreement, none of the Parties shall assume or be responsible for any liability or obligation of any nature of, or any liability or obligation that arises from any act or omission to act of, the other Party however or whenever arising.

  1. Further Assurance: Subject to the terms and conditions of this Agreement, the Parties will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws to consummate the transactions contemplated herein. The Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other lawful actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated herein.

  1. Authorisation: The persons signing this Agreement on behalf of the Parties represent and covenant that they have the authority to so sign and execute this Agreement on behalf of the Parties for whom they are signing.

  1. Counterparts: This Agreement may be executed in any number of separate counterparts, each of which is an original but all of which taken together shall constitute one and the same instrument.

  1. GRIEVANCE OFFICER

  1. In accordance with the Information Technology Act, 2000 and rules made there under, the name and contact details of the Grievance Officer are provided below:

Jithin George

You may write to him/her at the following address:

Voiro Consultants LLP

        37/6, Aga Abbas Ali Road,

        Ulsoor, Bangalore - 560042

OR

Jithingeorge [at] voiro.com

This document is an electronic record under the Information Technology Act, 2000 and rules thereunder. This electronic record is generated by a computer system [and does not require any physical or digital signatures].

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, Privacy Policy and Terms of Use for access to or usage of this Technology or Services.