Master Subscription and Services Agreement

Last updated: January 01, 2022

  1. Agreement

1.1 This SaaS Subscription and Services Agreement sets out the terms on which EDORER the SaaS (Software-as-a-Service) solution and professional services Provider, and the Customer, collaborate to offer/avail a __________________ (monthly, quarterly, annual, on-demand pre-purchased credits) Subscription and access to professional services for the (as chosen above) as a __________________ (whitelabelled, non-whitelabelledl) solution. 

1.2 This SaaS Subscription and Services Agreement also states the Pre-Conditions for successful execution and validity of this agreement. 

1.2 This SaaS Subscription and Services Agreement sets out the terms on which EDORER and the Customer collaborate to offer/avail a white label solution for internal use of the Customer, and not for reselling the Solution and/or Services in any case whatsoever.  

1.3 This SaaS Subscription and Services Agreement specifies EDORER’s obligations, including implementing and maintaining the white label solution, including the service performance warranties as well as other warranties and disclaimers. 

1.4 This SaaS Subscription and Services Agreement states the Customer’s obligations in using and/or promoting the Solution and obtaining necessary consent from its educators, students and other users of the solution with regard to the transfer, processing, and storage of personal data of the students/candidates, educators/trainers and administrators and other users. 

1.5 This SaaS Subscription and Services Agreement mentions the purpose, scope, and objectives of the Solution, service, the specifications, requirements and timetable, where they have been agreed. 

1.6 This SaaS Subscription and Services Agreement also states regarding the ownership of intellectual property rights and each party’s obligation to safeguard proprietary information. 

1.7 This SaaS Subscription and Services Agreement specifies the term and validity. It also specifies the renewal and termination methods. 

1.8 This SaaS Subscription and Services Agreement specifies the fees and the payment schedule and the Customer’s obligations to make the payments as agreed upon.

1.9 This SaaS Subscription and Services Agreement sets forth the terms and conditions for Customer’s use of the Services on a trial basis, free of charge and/or purchase of the Services subject to an applicable Service Order. From time to time, Customer may add new Service Orders, which, upon execution by the applicable parties, will be subject to the terms and conditions of this Agreement.

  1. Subscription and Services

2.1 Pre-Conditions: This Agreement is valid only upon the Customer’s making full payment for the agreed upon subscription term. The unfulfilled pre-condition(s) will render this Agreement null and void. 

2.2 Lifetime Limited License: During the subscription term, the Customer will receive a non-exclusive, non-assignable, non-sublicensable, royalty free, worldwide right to access and use the SaaS Solution and Services, solely for their internal educational operations subject to the terms of this Agreement. 

2.3 White Label Branding: If the Customer has subscribed for availing a white labeled solution, as mentioned under the section 1.1 above, during the subscription term, the Customer can brand the white labeled solution under its brand name to its students, employees, target audience and the general public. The white labeled Solution shall be accessible to the Customer’s students, administrators, faculty members, associates and the public under a URL designated by the Customer. The Solution will have the Customer’s branding and logo, as well as the selected color scheme. The name, trademark, trade name, trade dress, designs and logos of EDORER shall not appear on the Customer’s URL, unless necessary and/or mutually agreed by the parties in advance. 

2.4 Purpose: As specified by the Customer and, which seeks this Solution to _______________________________________________________________________________

2.5 Functionality and Sufficiency: The Customer and EDORER have mutually discussed and agreed upon the sufficiency of the functionality of the Solution through product demo. The Customer understands and agrees that this Subscription and Services agreement offers the solution “As-Is”. Requests for any additional functionalities, features, customizations, integrations or operational support apart from white-labeling (if applicable) and maintenance might incur additional costs. 

2.6 Coordination: The Customer will provide all necessary coordination, support, desired inputs and timely information to EDORER and/or its Associates and Partners, during setting up the Solution, in maintaining the security of the Solution, during issues and pending resolutions, as per the specified timelines, to enable EDORER in offering hassle free Solution and/or Service,

2.7 Hosting, Maintenance and Support: EDORER shall maintain and provide technical support for the Service and/or Solution, hosted on its cloud servers until expiry or termination of this Agreement, and help the Customer in on-boarding, training, and attaining operational self sufficiency, as required. The terms for such service(s) will be as per the terms of this Agreement.

2.8 Changes to Solution and/or Service: EDORER may, in its sole discretion, make any changes to the Solution that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of EDORER’s Solutions and/or Services (b) the competitive strength of, or market for, EDORER’s Solutions and/or Services, (c) such Solution’s and/or Services’ cost efficiency or performance, or (ii) to comply with applicable law. 

2.9 Data Access: Any data the Customer enter into and/or is entered into and/or is recorded by the Solution and/or Services, and any customizations made to the solution and/or services by or for the Customer, during the free trial or during the term of this Agreement, will be permanently lost unless the Customer purchases or renews the Subscription and Services Agreement for the same services as those covered by the free trial or the services as per this agreement, purchase upgraded services, or export such data before the end of the services expiry or termination. The Customer cannot transfer data or customizations made during the free trial or the services term to a solution and/or service that would be a downgrade from that covered by this Agreement.

2.10 Free-Trial: Notwithstanding the Representation and Warranties Section, during the free trial the solution and/or services are provided “As-Is” and without any warranty.  

  1. Access and Authorized Users

3.1 Administrative Users. During the configuration and set-up process for the solution the Customer will identify administrative account(s), the username and password for such administrative account(s). the Customer will also decide which administrative account(s) will manage which users and will have access to which user data. 

3.2 Authorized Users. The Customer may allow its employees, educators, students, members, associates, and/or representatives to use the solution on behalf of the Customer. The Customer shall manage the user access for the Solution, its active authorized users, reassigning to new authorized users, replace and revoke access to former authorized users who no longer require ongoing use of the Solution and any associated Services. 

3.3 International Authorized Users: The Customer’s authorized contractors, employees, educators, students, members, associates and/or representatives (“Users”), are allowed access to the Solution pursuant to this Agreement. These Users, whether located in or outside of the U.S. (except in China and Russia, where the Platform may not be made available to Users), and their usage of the Solution and/or Service are the Customer’s sole responsibility, and the Customer must comply with all applicable laws and security protocols pertaining to their access, including applicable export laws, restrictions, and regulations. For the avoidance of doubt, the Solution and/or Service should not be made available or copied/distributed to prohibited countries, persons or entities, as indicated in an Office of Foreign Assets Control (OFAC) of the US Department of the Treasury list. 

3.4 Authorized User Conditions to Use: As a condition to access and use of the Solution and/or Service, each Authorized User shall agree to abide by the terms of this Agreement, or a subset thereof, and any adaptations to it made from time to time. The Customer shall ensure such compliance. The Customer shall immediately notify EDORER and/or its Associates of any violation of the terms by any Authorized User, upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User.

3.5 Account Responsibility. The Customer will be responsible for (i) all uses of any account(s) that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its account, passwords (including but not limited to administrative and user passwords) and files. EDORER and/or its Associates are not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords. 

3.6 Access of Service by Users. The Customer shall: (i) be solely responsible for the content of all visual, written or audible communications of its Users’ accounts; (ii) not use the Services to send unsolicited mass mailings outside such Customer’s organization; (iii) comply with Customer’s data privacy policy and security rules in using the Services; and (iv) not use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although EDORER, its Associates, partners and third party suppliers, are not responsible for any such communications, EDORER and its Associates, partners and third party suppliers, may delete any such communications of which EDORER or its Associates, partners and third party suppliers, become aware of, at any time without notice. 

3.7 Authorized User Support: The Customer will provide customer and operational support to its own users, associates, and/or administrators for the matters related to its business or activities. EDORER and/or its Associates will provide technical support to the Customer through support tickets, on business days during regular business hours, except holidays. Please refer to Service Level Agreement (Schedule A) for details. 

  1. Restrictions

4.1 Software Restrictions. The Customer will not, nor permit or encourage anyone to, directly or indirectly (i) copy or republish the Solution which includes but is not limited to the Solutions’ Software, Platform, Code, Architecture, Design, Data, Service, Documentation, Copyright Material; (ii) make the Solution and/or Service accessible by any person other than its authorized users; (iii) use the Solution and/or Service for illegal or fraudulent use; (iv) use or access of the Solution and/or Service to re-sell to third parties; (v) modify, translate or create derivative works based upon the Solution, Service and/or Documentation; (vi) remove, modify or obscure any copyright, trademark or other proprietary notices or labels contained in the software used to provide the Solution, Service and/or in the Documentation, (vii) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service, Solution, Platform or any Software, Documentation or Data related to and/or used to provide the Solution and/or Service; (viii) use the Solution and/or Service and/or any Software for timesharing or service bureau purposes or other computer service to a third party; (ix) access or use the Solution, Service or the Documentation in any manner, in order to build a similar product or competitive product or to assist or take part in the development, marketing or sale of a product potentially competitive with such Software, Solution or Service. Subject to the limited licenses granted herein, EDORER shall own all right, title and interest in and to the Software, Services, Solution, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein and is Confidential Information of EDORER. The Customer agrees to assign all right, title and interest it may have in the foregoing to EDORER. 

4.2 Customer Compliance. The Customer shall use, and will ensure that all Authorized Users use, the Solution and Services in full compliance with this Agreement, EDORER’s end-user terms of use and all applicable laws and regulations. The Customer represents and warrants that it (i) understands the requirements thereof, and (ii) agrees to comply therewith. EDORER may suspend the Customer’s account and access to the Solution and performance of the Services at any time and without notice if EDORER believes that the Customer is in violation of this Agreement. Although EDORER and/or its Associate has no obligation to monitor Customer’s use of the Solution and /or the Services, EDORER may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing. 

4.3 Usage Restrictions. The Customer acknowledges that EDORER will make available the Solution and/or Services to the Customer upon the Customer’s understanding and agreement that the Solution and/or Services carry certain relevant usage restrictions specified herewith, but not limited to these. 

  1. The Solution and/or Service will be available only upon successful completion of all the steps involved in above mentioned association and during the continued association.
  2. The Solution and/or Service can be availed by only the University/Organization, signing this agreement.
  3. The Solution and/or Service can’t be used for any corporate or commercial purposes beyond the educational purposes internal to the University/Organization.
  4. During the subscription term there are limitations and caps on the number of students, assessments, partnerships, concurrency etc. and more, as specified in the Schedule C: The Pricing and Commercial Terms. 
  5. EDORER will only provide maintenance and backup services, however the costs  and expenses for any customization, feature requests, custom task requests, white labelling and any other additional services shall be borne by the Customer. For details see Section 6. Fees, Billing and Payment Terms.
  6. EDORER will bear the server and hosting expenses of up to 20% of the invoiced amount, that the Customer has paid for the subscription term. The Customer agrees to bear any server and hosting expenses towards the usage of the Solution, Services, and associated user data, beyond this 20% cap, for details see Section 6. Fees, Billing and Payment Terms. 

4.4 Training and Education.The Customer shall use reasonable efforts to cause its Users to be, at all times, educated and trained in the proper use and operation of the Solution and/or Services that such Users utilize, and to ensure that the Solution and/or Service is used in accordance with applicable instructions, specifications, best practices and documentation provided by EDORER and/or its Associates from time to time. The Customer’s users must also agree to the Terms and Conditions and the Privacy Policy while signing up for the Solution and Services. 

4.5 Cooperation. The Customer shall provide all cooperation and assistance as EDORER and/or its authorized associates may reasonably request to enable EDORER to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing EDORER with such access to Customer’s premises, data, its information technology infrastructure, and timely feedback, as is necessary for EDORER to perform the Services in accordance with this Agreement.

4.6 Customer Systems. The Customer and its Authorized Users shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use the white label Solution and/or Service, including modems, hardware, servers, software, operating systems, networking, and the like. 

  1. Customer Responsibilities 

5.1 Content. The Customer is solely responsible for the content of communications transmitted by the Customer and its Authorized users and/or members using the Solution and/or Service, and shall defend, indemnify and hold harmless EDORER and its Associates from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims by any person based upon the content of any such communications. 

5.2. Points of Contact. The Customer is responsible for establishing designated points of contact, authorized representatives, review and support team, to interface with EDORER and/or its Associates. Similarly EDORER shall also assign authorized associates and representative(s) to coordinate with the Customer and/or provide support for the purpose of the Solution and/or Service as per this Agreement. 

5.3 Assistance. The Customer shall provide reasonable information and assistance to EDORER and it’s Associates to enable EDORER to deliver the Solution and/or Services, to suit the Customer’s requirements. Upon request from EDORER, the Customer shall promptly deliver the Customer Content required for the Service, to EDORER in the electronic file formats specified and accessible by EDORER. The Customer acknowledges that EDORER’s ability to deliver the Solution and other Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

5.4 Lawful Purpose. The Customer shall use and ensure use of the white label Solution and/or Services only for lawful purposes. To the extent deemed necessary by the Customer,  the Customer shall implement rules and/or security procedures necessary to limit access to the Solution and/or Service(s) to the Customer’s authorized users, employees,  educators, students, members and target audience and shall maintain a procedure external to the Solution and Services for vigilance of the content quality and reconstruction of lost or altered files, data or content.

5.5 Compliance with Laws. The Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Solution and/or Service, including those laws related to but not limited to data privacy, consumer protection, international communications, and the transmission of technical or personal data. The Customer acknowledges that EDORER and its Associates exercise no control over the content of the information transmitted by Customer and/or users through the Solution and/or Service. The Customer and its Authorized Users shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. 

5.6. Data Authorization. The Customer represents and warrants that it has the authorization and permission to add any information it collects, including the information of Users and that all users will expressly agree to the online terms and conditions of the Solution and/or Service and will use the Solution and utilize the Services in the manner, and within the parameters, indicated therein. 

5.7 Unauthorized Use; False Information. The Customer shall (a) notify EDORER immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to EDORER immediately and use reasonable efforts to stop any unauthorized use of the Solution and/or Service that is known or suspected by the Customer or its users, (c) though the Customer shall not be liable for security vulnerabilities in the platform, they are liable to report to EDORER immediately of a security vulnerability, if they come to know of it, and (d) ensure users do not provide false identity information to gain access to or use the Services. The Customer shall supervise Users and retain responsibility for all its Users of the Solution and/or Service (whether authorized or not) to ensure proper use in accordance with the terms in this Agreement and the online terms.

5.8 Administrator Access. The Customer shall be solely responsible for the acts and omissions of its Administrator and Authorized Users. EDORER and/or its authorized associates shall not be liable for any loss of data or functionality caused directly or indirectly by The Customer’s Administrator and/or Authorized Users. 

5.9 License from Customer. Subject to the terms and conditions of this Agreement, the Customer shall grant to EDORER a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Services to the Customer. EDORER shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into its Solution and/or Services any suggestions, enhancement requests, recommendation or other feedback provided by the Customer and its Users, relating to the operation of the Solution and/or Service. 

5.10 Ownership and Restrictions. The Customer retains ownership and intellectual property rights in and to its User data and Customer Content. EDORER retains all ownership and intellectual property rights to the Services, Solutions, Software Programs, Code, Designs, Documentation, and anything Customized, Developed and Delivered under the Agreement. Third party technology might be appropriate or necessary for use with some EDORER programs, The Customer’s right to use such third party technology with permission from EDORER, is governed by the terms of such third party technology license agreement and not under this Agreement. 

5.11 Additional Orders. With regards to the additional feature requests, third party integrations, and/or customization orders from the Customer, beyond the “As-Is” Solution and/or Service, and the updates, enhancements released in due course by EDORER in line with its business strategy, each applicable Order Form shall specify and further describe the Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Service, user limitations, fees, term and other applicable terms and conditions. 

5.12 Provider Promotion. The Customer would help EDORER and/or its associates to promote the Solution and/or Services in the Customer’s ecosystem, among its network and users, in platform, online and/or at venue events/activities. The implementation of the same would be mutually discussed and agreed upon. 

  1. Fees, Billing and Payment Terms

6.1 Fees. The Customer is availing subscription to the Solution and/or Services with usage restrictions as outlined in the Section 4.3. Hence, the Parties jointly agree to the pricing, any applicable fees and other special considerations, as outlined in this Agreement, and it’s ‘Schedule C: The Pricing and Commercial Terms’. The payment(s) have to be made in accordance with the terms set forth herein and the Schedule C.

6.2 Payment Schedule. The agreed amount as specified in the Schedule C, must be paid in full, at the time of signing this Agreement. The payment should be realized before the Solution is configured and the Service can be made available to the Customer or can be renewed for another subscription term. 

6.3 Annual Maintenance Fees. The fee mentioned in Schedule C, includes the continued maintenance of the Solution, Service, bug fixes, software and code upgrades for enhanced performance, availability, maintaining servers and server architecture and customer support by EDORER during active subscription, but does not include new feature development requests, customizations, integrations, any custom features, server and hosting costs in excess to 20% cap as specified in section 4.3, and other such services not specified herewith. 

6.4 Additional Fee, Payments and Reimbursable Expenses. The Customer agrees to make the following payments apart from the Pricing and Payment Terms as specified in Schedule C, 6.1, 6.2 and 6.3, for the services and expenses, but not limited to, as stated herein:  

  1. Server and Hosting Costs: The Customer agrees and understands that any server and hosting costs in excess of the 20% cap, will be billed by EDORER to the Customer as the fee due towards the third party cloud servers and hosting service provider, as per actuals on a monthly basis. The Customer shall make timely payments as per the specified due date by such third party. The Customer shall be liable for any late fee, fines, support and/or recovery fee, the third party provider might charge in case of late payments. Also EDORER shall not be liable for any service disruptions caused by the third party, due to the late payment by the Customer. The Customer acknowledges that such payments, credits, or expenses towards the servers and hosting are in addition to any other fee, payment or reimbursement made to EDORER. EDORER and/or its authorized associates are not liable for these expenses.
  2. Additional users: The Customer agrees that it has subscribed to Solution and/or Service for a specific number of its students and/or users, as specified in Schedule C and/or the Invoice shared by EDORER with the Customer. Usage of the Solution and/or Service for present and/or potential users beyond the permitted numbers might incur an additional fee. The Customer shall inform EDORER of such planned usage in advance and request an invoice. The Customer agrees to pay such invoice within five (5) days or before the planned additional usage, whichever is earlier. 
  3. Customization and Integration Requests: The Customer agrees and understands that the requests for any custom functionality or feature development, any third party integrations or customizations, any data related tasks, which require additional developer hours of team EDORER, might incur additional costs. EDORER shall provide a price quote to the Customer for such service and upon approval from the Customer, generate an invoice which will be due for payment within five (5) business days, before taking up any such task.
  4. Reimbursable Expenses: The Customer shall reimburse EDORER,  its authorized associates and/or its resellers for reasonable out-of-pocket expenses incurred by EDORER, the authorized associate, and/or the reseller in terms of payments to third parties with regards to the Solution and/or Service and/or in connection with performing the Professional Services. EDORER, its authorized associates and/or its resellers shall intimate the Customer upon incurring any such expenses and generate an invoice which will be due for payment within next five (5) days.
  5. Subpoena Expenses: If EDORER has to provide information in response to a subpoena related to the Customer’s account, then EDORER may charge the Customer for EDORER’s costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes.

6.6 Invoicing and Payment. Unless otherwise provided in the Agreement, EDORER shall invoice the Customer for all fees, other payments and expenses, on the effective dates and/or as they become due. Customer shall pay all undisputed invoices within five (5) days after Customer receives the invoice, except the third party payment related invoices. All third party related invoices shall be due as notified on the specific invoice itself. Except as expressly provided otherwise, all payments, reimbursements and fees are non-refundable. All fees, reimbursements and payments are stated in and/or will be invoiced in United States Dollars, and must be paid by Customer to EDORER in United States Dollars, unless otherwise specified.

6.7 Late Fee. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Interest will be computed commencing as of the business day after the original due date until and including the date payment is made, unless paid during the seven-day cure period, in which case no interest shall be due. Payments will be credited first to late payment charges and next to the unpaid balance. In addition to any other remedies available, EDORER may revoke access and/or suspend Services in the event of payment delinquency.

6.8 Payment Disputes. If Customer believes that there is an error in the invoice generated by EDORER, Customer must contact EDORER no later than two (2) days upon receipt of such invoice, in which the believed error or problem appeared in order to discuss the error, clarify any doubts and/or receive an adjustment or credit. Inquiries should be directed to EDORER’s customer support and/or to the assigned representative from EDORER. In case no dispute is raised within two (2) days, the invoice shall be deemed correct and become payable immediately. 

6.9 Future Agreements. Any future agreements, associations, or services terms might not be available at this pricing or under this Agreement. The regular pricing and terms offered by EDORER shall be applicable on any requests for future agreements, associations, or services, unless otherwise specified in this Agreement. 

6.10 Taxes. The Customer shall pay, and shall be labile for, all taxes relating to EDORER’s, it’s Associates’, and/or it’s Resellers’ provision of the Services hereunder. EDORER, it’s Associates, and/or Resellers shall pay, and shall be liable for paying their own taxes based on their net income or capital. Customer shall not deduct taxes at source or from the fee, payment or reimbursements to be made to EDORER, it’s Associates, and/or Resellers. The Customer can request Form W9 from EDORER and/or its Associates, and/or Resellers, as required for Tax compliance. The fees, including but not limited to Subscription Fee, Customization and Integration Fees, Maintenance and Support Fees, Server, Hosting and Storage Fee, described in this Agreement are Exclusive of all federal, state, municipal, or other government excise, sales, use, value-added, gross receipts, personal property, occupational, or other taxes in the United States or the Exclusive Territory now in force or enacted in the future, or any other country’s National, International tax treaty or equalization tax now in force or implemented in the future, and Customer shall calculate and pay any such tax (excluding taxes on EDORER’s net income) that may be due or owing, now or at any time in the future. Customer shall request EDORER to bill Customer for all applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), if applicable, or similar charges relating to Customer’s purchase and use of the Solution and/or any other Services. Customer shall not be liable for taxes based on EDORER’s, it’s Associates’, and/or Resellers’ net income, capital or corporate franchise.

6.11 No Deductions or Setoffs. All amounts payable to EDORER hereunder shall be paid by the Customer to EDORER, it’s Associates, and/or Resellers in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason. 

  1. Term and Termination

7.1 Effective Date. This Agreement is effective when signed by all signing parties and upon commencement of services by EDORER (“Effective Date”) whichever is earlier.  

7.2 Term of the Agreement. The term of this Agreement shall begin on the Effective Date and shall remain in effect until expiry of the subscription term mentioned in Schedule C, until terminated by either party, as outlined in this Section; or due to but not limited to unfulfilled pre-conditions, as mentioned in other parts of this Agreement. 

7.3 Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within fifteen (15) days after receipt of notice of such breach. 

7.4 Suspension for Non-Payment. EDORER reserves the right to suspend delivery of the Service and cease providing the Solution if the Customer fails to timely pay any amounts due to EDORER under this Agreement, but only after EDORER notifies the Customer of such failure and such failure continues for five (5) days. Suspension of the Services and/or Solution shall not release the Customer of its payment obligations under this Agreement. The Customer agrees that EDORER shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Solution and/or Service and/or Support Services resulting from the Customer’s non-payment. 

7.5 Suspension for Ongoing Harm. EDORER reserves the right to suspend access to the Solution and delivery of the Service if EDORER reasonably concludes that the Customer or its Authorized User’s use of the Solution and/or Services is causing immediate and ongoing harm to EDORER or others. In the extraordinary case that EDORER must suspend the Solution, delivery of the Service and support, EDORER shall immediately notify the Customer of the suspension and the parties shall diligently attempt to resolve the issue. EDORER, its Officers, Members, Partners, Authorized Representatives, Associates, and/or its Resellers shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the service and other support services in accordance with this Section 7.5. Nothing in this Section 7.5 will limit EDORER’s rights under Section 7.7 below. 

7.6 Termination for Insolvency. This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation, dissolution, or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors. Customer shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.  

7.7 Effect of Termination.

  1. Upon termination of this Agreement or expiration of the Services Term, EDORER, its Associates, Partners, and/or its Resellers shall immediately cease providing the Solution, the Service, and other support or ancillary services, and all usage rights and access granted under this Agreement shall terminate.
  2. If EDORER terminates this Agreement due to a breach by the Customer, then the Customer shall immediately pay to EDORER, its Associates, Partners, and/or its Resellers all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by EDORER, then EDORER shall repay to Customer all pre-paid amounts for any unperformed Services scheduled to be delivered after the termination date, after deducting any costs incurred for installation and configuring of the service, server and hosting costs beyond the pro rata credits, training and support costs incurred as per the EDORER’s regular service rates. The special one-time White labeling Fee, the customization, integration,  and other custom task payments and/or invoices raised are non-refundable. 
  3. Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties. 
  4. The sections of this Agreement as mentioned in 14.20 ‘Survival’, shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations shall be of no further force or effect.  
  5. Service Performance Warranties 

EDORER guarantees 99.5% availability of the Services, subject to the rules and regulations set forth in this Agreement. If Customer experiences any number of Service Outages which together are in excess of .5% of the time in any calendar month (“Service Availability”), the sole remedies are provided in the Service Level Agreement (Schedule A). 

The duration of a Service Outage will be determined by summing the amount of time customer tickets are open with the appropriate EDORER customer support person for the service. The time starts with the opening of a ticket by Customer with appropriate EDORER customer support and ends when EDORER customer support notifies customer of the restoration of the service. All claims are subject to review and verification by EDORER. EDORER reserves the right to change or modify the rules or discontinue this limited guarantee program with 5-days prior written notification to Customer. 

  1. Representation, Warranties and Disclaimer

9.1. General. Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound.

9.2 Compliance with the Laws. Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws. 

9.3 Acceptable Use. The Customer is solely responsible for the content of any postings, data, or transmissions using the Solution and/or Service, or any other use of the Solution and/or Service by the Customer or by any person or entity the Customer permits to access the Solution and/or Service. The Customer represents and warrants that it will: (a) not use the Solution and/or Service in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use or Licensed Materials; (b) not violate or tamper with the security of any EDORER’s computer equipment, software or program. If EDORER has reasonable grounds to believe that the Customer is utilizing the Solution and/or Service for any such illegal or disruptive purpose EDORER may suspend the Solution and/or Services immediately with or without notice to the Customer. EDORER may terminate the Agreement, if the Customer in fact fails to adhere to the foregoing acceptable use standards. 

9.4 Provider Warranty. The Provider represents and warrants that it will provide the Service in a professional manner consistent with general industry standards and that the Solution and/or Service will perform substantially in accordance with the Documentation. Neither Provider nor any of its licensors or other suppliers warrant or guarantee that the Solution and/or Service will be performed error-free or uninterrupted, or that Provider will correct all Solution and/or Service errors. Nor shall Provider or any of its Authorized Associates, Partners, Service Providers or Resellers be liable for unauthorized alteration, theft or destruction of customers or any user’s data, files or programs. Provider will have security measures implemented and backup provisions in place to help restore the services in case of any unforeseen event. The Customer  acknowledges that the Provider does not control the transfer of data over communications facilities, including the internet, and that the Solution and/or Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty (express or implied) given by EDORER, its Associates, Partners and/or its Resellers, with respect of the subject matter of this agreement. For any beach of a warranty, the Customer’s exclusive remedy shall be as provided in Section 7,  Term and Termination. 

9.4 Customer Warranty: The Customer warrants that (i) the Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by the Solution and/or the Service; (ii) the provision and use of Customer Data as contemplated by this Agreement and each Solution and the Service does not and shall not violate any Customer’s privacy policy, terms-of-use or other agreement to which the Customer is a party or any law or regulation to which the Customer is subject to; and (iii) no Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.

9.4 Disclaimer. Except as expressly provided herein or in a statement of service. EDORER does not warrant that access to the software or services will be uninterrupted or error free, nor does EDORER make any warranty as to the results that may be obtained from use of the solution and/or services. Further, EDORER makes no representations or warranties with respect to services and/or components provided by third party technology service providers relating to or supporting the solution and/or service, including hosting and maintenance services, and any claim of customer arising from or relating to such services shall, as between EDORER and such service provider, be solely against such service provider. The solution, software and services are provided “As Is” and EDORER disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose, to the maximum extent permitted by applicable law. Also, the warranties set forth in this agreement are the only warranties made by EDORER. EDORER makes no other warrantees of any kind, express or implied, with respect to the Solution and/or Service and any related services or software. EDORER hereby expressly disclaims any implied warranty of merchantability, fitness for a particular purpose, or implied warranties arising from a course of dealing or course of performance. No oral or written information given by EDORER, its Associates, Volunteers, Employees, Licensors, Authorized Representatives, Resellers or the like will create a warranty.



  1. Indemnification

11.1 Indemnification by EDORER. EDORER will defend the Customer against any claim, suit, demand, or action made or brought against the Customer by a third party alleging that the Services, or the Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless the Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against the Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Solution or Service (i) not supplied by EDORER, (ii) made in whole or in part in accordance with the Customer’s specifications, (iii) that are modified after delivery, or granting of access, by EDORER, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) modification of the Solution not authorized by EDORER, (vi) the Customer’s and its User’s Content, (vii) where the Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (viii) where the Customer’s use of the Solution and/or Service is not strictly in accordance with the Specifications, Documentation and this Agreement. If, due to a claim of infringement, the service is held by a court of competent jurisdiction to be or is believed by EDORER to be infringing, EDORER may, at its sole option and expense, procure for the Customer the right to continue use of the Services, modify the Solution and/or Service in a manner that does not materially impair the functionality, or terminate the Services Term and repay to the Customer any amount paid by the Customer with respect to the Services Term following the termination date.

11.2 Indemnification by the Customer. If a third party makes a claim against EDORER that the Customer’s Content or it’s User(s) Content is plagiarized, infringes any patent, copyright or trademark, or misappropriates any trade secret, the Customer shall defend EDORER and its directors, officers, employees, authorized representatives, associates, partners, and resellers and more against the claim at the Customer’s expense and the Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement, to the extent arising from the claim. 

11.3 Conditions for Indemnification. A party seeking indemnification under this section shall (i) promptly notify the other party of the claim, (ii) give the other party sole control of the defense and settlement of the claim, and (iii) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim. 

  1. Confidentiality

12.1 Confidential Information. For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all Customer data, computer programs, code, solutions, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Customer under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information also means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. EDORER’s Software, Code, Components, Solution, Service and Documentation are deemed Confidential Information of EDORER.

12.2 Confidentiality. During the term of this Agreement and for five (5) years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not use or disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. The receiving party agrees to (i) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (ii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement. 

12.3 Nondisclosure. Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. 

12.4 Exceptions. Confidential Information excludes information that: (i) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (ii) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (iii) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

12.5 Compelled Disclosure. Notwithstanding Section 12.2, 12.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part. However, prior to any such compelled disclosure, the receiving Party will (i) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.

12.6 Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages. 

12.7 Provider Solution. All rights, title and interest in and to the Licensed Material, Solution, Services, Software and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto, are Confidential Information of EDORER and belong exclusively to EDORER. The Customer also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Solution and/or Service. All material, solution, software, services furnished to the Customer under this Agreement shall be used by the Customer only for the Customer’s internal use and academic purposes, shall not be reproduced or copied in whole or in part, and shall not be removed from the United States. 

12.8 Customer Data. All data is owned by the Customer and is to be strictly held as confidential. EDORER will delete and destroy all copies of data once the Agreement is terminated or expired without renewal, with or without default. The Customer has the option to receive a backup of data prior to deletion. 

12.9 Back-up of Data. EDORER will deliver a full backup of the Customer Data, provided all financial outstanding are cleared and paid by the Customer. 

12.10 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 

  1. Proprietary Rights

13.1 Ownership. The Customer shall own all right, title and interest in and to the Customer Data and Content. EDORER shall own and retain all right, title and interest in and to (i) each Solution, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Solution and/or Service as per this Agreement, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent the Customer acquires any right, title or interest in any Services IP, the Customer hereby assigns all of its right, title and interest in such Services IP to EDORER. 

13.2 Customer Data. The Customer hereby grants to EDORER a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use (i) Customer Data to provide the Services to the Customer hereunder and as necessary or useful to monitor and improve the Solution and/or the Service, and for any lawful purpose. For the avoidance of doubt, EDORER may use, reproduce and disclose Software and Services related information, data and material that is anonymized, deidentified, or otherwise rendered not reasonably associated or linked to the Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by EDORER.

13.3 No Other Rights. No rights or licenses are granted except as expressly set forth herein. All rights not granted to Customer under this Agreement are expressly reserved by EDORER, without limiting the generality of the foregoing. The restrictions contained in this Agreement shall expressly survive the termination or expiration of this Agreement.

13.4 Intellectual Property: The Customer acknowledges that this Agreement is a SaaS based subscription and services agreement and EDORER will not be delivering copies of the Software to the Customer as part of this Agreement. No ownership rights, express or implied, are granted to the Customer for any of the software components under this Agreement. EDORER owns and retains all right, title and interest in and to the Solution, Service, Platform and the underlying source code, which is confidential and proprietary to EDORER and protected under applicable intellectual property and trade secrets laws including, without limitation, the U.S. Copyright Act and state and federal trade secret laws. Customer shall not: (i) decompile, reverse engineer or modify the Service, solution, platform or underlying source code, or otherwise attempt to obtain the source code for the Solution and/or Service; (ii) sublicense or allow any other person to use the Services, except in accordance with the provisions pursuant to purpose and scope of this Agreement and the Customer’s normal operations; (iii) use the service, solution, platform or underlying source code in a manner that interferes with the use of the service, solution, platform by EDORER or its other customers; (iv) commence development of an electronic and/or online platform in competition with the EDORER’s Service, Solution, Platform; or (v) make any claim of ownership or license to the Service, Solution, Platform in any way. The Customer acknowledges that it does not presently have the special skills, techniques or business policies developed by EDORER, nor does the Customer have access to the EDORER’s body of knowledge. A violation of this provision shall be deemed to be a material breach of this Agreement and, in such event, EDORER shall have the right, in addition to retaining all monies paid hereunder and pursuing all other remedies available at law or in equity, to refuse or terminate Customer’s access to the Services, Solution and Platform. The user data and content will be the intellectual property of the Customer has full access to it on its servers, hosting and storage solution and a backup shall be provided to the Customer, as requested and/or upon termination of this agreement. 

13.5 Copyright and Trademarks: The parties retain their respective copyrights and trademarks in terms of but not limited to their logos, design, software, code and services, unless expressly granted in this Agreement. 

  1. General Provisions & Force Majeure

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, entered into hereunder and all exhibits, annexes, schedules, attachments and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.

14.1 Entire Agreement. This Agreement, including any amendments, all Schedules, exhibits and attachments, contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement, including any amendments, all Schedules, exhibits and attachments, hereto that are incorporated herein, constitute the entire agreement between the parties and shall be binding on the parties when accepted by the Customer. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms. It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, EDORER’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part there of.

14.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.

14.3 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No delay or failure of EDORER or the Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein.

14.4 Personal Data. The Customer hereby acknowledges and agrees that EDORER’s performance of this service Agreement may require EDORER to process, transmit and/or store Customer’s personal data or the personal data of Customer’s employee, members and Affiliates. By submitting personal data to EDORER, the Customer agrees that EDORER, its Affiliates, Authorized Representatives, Resellers and Associates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling EDORER to perform its obligations to under this Agreement. In relation to all Personal Data provided by or through the Customer to EDORER, the Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. The Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using EDORER’s Solution and/or Service. The Customer confirms that the Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any EDORER’s service User shares with third parties on The Customer’s behalf. The Customer is solely responsible for determining the purposes and means of processing the Customer’s Personal Data by EDORER under this Agreement, including that such processing according to the Customer’s instructions will not place EDORER in breach of applicable data protection laws. Prior to processing, the Customer will inform EDORER about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. The Customer is responsible for ensuring that the EDORER Solution and/or Service meets such restrictions or special requirements.

14.5 EDORER’s Personal Data Obligations. In performing the Services, EDORER will comply with the EDORER Services Privacy Policy. The EDORER’s Services Privacy Policy is subject to change at EDORER’s discretion; however, EDORER’s policy changes will not result in a material reduction in the level of protection provided for the Customer data during the period for which fees for the services have been paid. The services policies referenced in this Agreement specify our respective responsibilities for maintaining the security of Customer data in connection with the Services. EDORER reserves the right to provide the Services from Host locations, and/or through use of subcontractors, worldwide. EDORER tries its best to comply with the United States/European Union Safe Harbor Principles. EDORER will only process Customer Personal Data in a manner that is reasonably necessary to provide the Services and only for that purpose. EDORER will only process Customer Personal Data in delivering EDORER’s Services. The Customer agrees to provide any notices and obtain any consent related to EDORER’s use of the data for provisioning the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

14.6 Security: EDORER may, from time to time, host, enhance and/or maintain the service, solution, software and/or data using a third party technology and/or third party technology service provider and the Customer acknowledges that EDORER cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service. The Customer agrees that it will implement the required security measures, protocols and solutions on its own local and/or physical server, hosting, storage and other physical infrastructure and ensure regular maintenance and monitoring of the same. EDORER, its employees, representatives, officers, members, resellers, partners, and associates will not be responsible for any security breach on such infrastructure. 

14.7 Statistical Information. EDORER may anonymously compile statistical information related to the performance of the Solution for purposes of improving the Solution and/or Service, provided that such information does not identify Customer’s data.

14.8 No Third Party Beneficiaries. This services Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity, to the extent required and/or specified in this Agreement.

14.9 Non-Exclusive Service. The Customer acknowledges that the Solution and/or Service is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict EDORER’s ability to provide the Solution and/or Service or other technology, including any features or functionality first developed for the Customer, to other parties.

14.10 Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

14.11 Publicity. The Customer agrees that EDORER may identify the Customer as a customer and use Customer’s name, logo and trademark in EDORER’s promotional materials, PR and Social Media campaigns and more. EDORER may include the Customer’s name and logo in its customer lists, articles, case studies and on its website etc. Notwithstanding anything herein to the contrary, the Customer acknowledges that EDORER may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to such relevant third parties for purposes of due diligence.

14.12 Force Majeure. EDORER is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of the Customer or any Authorized User. In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of a “Force Majeure Event”, the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice to immediately terminate this Agreement.

14.13 Compliance with Laws. EDORER shall comply with all applicable local, state, national and foreign laws in connection with its delivery of Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

14.14 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Solution and Services. The Customer agrees that such export control laws govern its use of the Solution and/or Service (including technical data) and any services deliverables provided under this Agreement, and the Customer agrees to comply with all such export laws and regulations. The Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported or re-exported, directly or indirectly, in violation of any export provisions of the United States or any other applicable jurisdiction. 

14.15 Assignment. This Agreement may not be assigned, sub-licensed or transferred, in whole or in part, by the Customer or it’s representatives, without the prior written consent of EDORER. Any such attempted assignment, subletting or transfer shall be void. Further, neither party may assign this Agreement to any third party without the prior written consent from the other; which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, reorganization, consolidation, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. EDORER may sublicense any or all of its obligations hereunder or employ subcontractors in performing its duties under this Agreement, however, that such party shall not be relieved of any obligation under this Agreement. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Service shall not be deemed a sublicensee under this Agreement.

14.16 Governing Law. This Service Agreement shall be governed by and construed under the laws of the State of Delaware, USA. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.17 Dispute Resolution. The Customer’s satisfaction is an important objective to EDORER in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within seven (7) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within seven (7) days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

14.18 Notices. Except as otherwise permitted in this Agreement, all notices, consents, and other communications between the parties under or regarding this Agreement, must be in writing (which includes email) and be addressed according to information provided in this Agreement and/or be sent to the recipient’s address set forth on the cover page of this Agreement. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section. 

14.19 Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

14.20 Survival. Sections 4.1, 5.1, 5.4, 5.5, 5.6, 5.9, 5.10, 10, 11, 12, 13 shall survive the expiration or termination of this Agreement for any reason.  

14.21 Provisions: If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.