1. SAAS SERVICES AND SUPPORT
1.1. Company will provide the Customer and its affiliates the Services on a fully hosted basis and in accordance with any applicable law, this Agreement, and all Exhibits attached hereto.
1.2. Subject to the terms hereof, Company will provide Customer with technical support services in accordance with Company's standard practice.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code; modify, translate, or create derivative works based on the Services; or remove any proprietary notices or labels.
2.2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the terms of this Agreement.
2.3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1. Each party understands that the other party has disclosed or may disclose business, technical or financial information relating to its business. The Receiving Party agrees to take reasonable precautions to protect such Proprietary Information and not to use or divulge it to any third person.
3.2. Customer shall own all right, title and interest in and to the Customer Data during and after the term of this Agreement.
4. PAYMENT OF FEES
4.1. Customer will pay Company the applicable fees along with statutory taxes as described in the Order Form. Company reserves the right to change the fees upon thirty (30) days prior notice to Customer.
5. TERM AND TERMINATION
5.1. Subject to earlier termination, this Agreement is for the Service Term as specified in the Order Form.
5.2. Either party may terminate this Agreement upon thirty (30) days' notice if the other party materially breaches any terms. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days.
6. WARRANTY AND DISCLAIMER
Company shall use best efforts to maintain the Services in a manner which minimises errors and interruptions. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
7. LIMITATION OF LIABILITY
COMPANY AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
8. SUPPORT TERMS
Company will provide Technical Support via telephone and electronic mail on weekdays during the hours of 9:00 am through 6:00 pm IST. Company will respond to all Helpdesk tickets within one (1) business day.
9. SERVICE LEVEL TERMS
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. For each period of downtime, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime.