This Umwelt Master Services Agreement (this “Agreement”), is effective as of Date of Execution (the “Effective Date”) of Subscription Form by and between Umwelt Peopletech Solutions Private Limited (“Umwelt”) and Subscriber Company who has submitted Subscription Form through its Representative (“Subscriber”). Umwelt and Subscriber are sometimes referred to herein individually as a “Party,” and collectively the “Parties.”  This Agreement is a foundation document to establish a Services-based relationship between Umwelt and Subscriber.

1. “Software” means a series of proprietary computer software programs developed by Umwelt that facilitate and automate the process of interactions, feedback and HR Analytics by using ChatBot and AI in HR. “Services” means the Software and related systems, security, updates and support services accessed using a web browser and the Internet under an Application Service Provider (ASP) model.
2. Subscriber desires to utilize the Services, and Umwelt desires to provide the Services to Subscriber, pursuant to the terms and conditions of this Agreement.

In consideration of the mutual promises set forth herein, together with other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Umwelt and Subscriber agree as follows:

1. License of Services and Restrictions.
   • License. Pursuant to the terms of this Agreement, Umwelt hereby grants to Subscriber a limited, non-exclusive, non-transferable (except pursuant to the Assignment section below), revocable, license to utilize the Services for Subscriber’s internal business purposes in applicable regions as mentioned in the Service Order during the Term. Subscriber is responsible for creating and maintaining user accounts, and ensuring that those accounts are protected with passwords to prevent unauthorized use.
   • Restrictions. Notwithstanding anything in this Agreement to the contrary, Subscriber shall not: (a) sell, resell, rent, or lease the Services; or (b) permit third parties to utilize the Services without obtaining the prior written consent of Umwelt; provided, however, that Subscriber may allow third parties to utilize the Services if such third parties are providing services to Subscriber (but not for such third parties’ own use) and if third party is not a direct competitor of Umwelt as can be reasonably determined. Umwelt, in its sole discretion, reserves the right to restrict access to Subscriber’s account after allowing Subscriber a reasonable period to cure unauthorized access or use.
   • Services and Service Order. The Services purchased are specified on and governed by Service Order submitted by Subscriber and subsequently by one or more service orders between the Parties collectively considered as Service Orders (a “Service Order”). All such Service Orders will be referred as part of this Agreement and could not be terminated other than for “Termination for Cause”
2. Support and Maintenance. During the Term, and provided that Subscriber has paid all undisputed fees due and owing to Umwelt and is otherwise in material compliance with the terms of this Agreement, Umwelt will provide the following support and maintenance services to Subscriber:
   • Technical Support. Umwelt will provide Subscriber with email based technical support services to assist Subscriber in utilizing the Services as outlined on the Service Order. Umwelt will make reasonable, good faith efforts to respond to technical support requests and to correct errors as outlined on Exhibit A attached hereto. Subscriber agrees to cooperate with Umwelt in providing information as Umwelt may reasonably request, so that Umwelt can verify and reproduce the reported error
   • Contacts. During the Term, each Party will appoint a contact person who will be the other Party’s principal contact to resolve issues related to the Services. The initial contact person for the subscriber shall be Representative by whom Service Order is submitted. Either Party may change its contact person by providing reasonable advance written notice to the other Party through an email. Subscriber will designate one person to be the “Brand Administrator” who is responsible for administering its account and all its users.
3. Payment Terms

3.1 Fees.  Subscriber will pay Umwelt those certain undisputed fees and charges as per the terms specified on the Service Order(s). Subscriber acknowledges that charges as mentioned in the Service Order are exclusive of any taxes and Subscriber is responsible for all applicable taxes on the fees and charges paid by Subscriber, including, without limitation, any and all sales, use, and value-added taxes.

3.2  Umwelt shall raise the invoice based on the rates and active users as detailed in the Service Order and upon activation of respective users. The invoice shall be sent via e-mail and shall quote the Subscriber’s PAN and GST Number (as applicable). The invoice to the Subscriber shall be sent on the assigned email address as mentioned in Billing Details Section under Company Details in Subscribers account for this purpose and the hard copy shall be couriered only upon the request of the Subscriber. (ii) Umwelt is registered under the Micro, Small Medium Enterprise Development Act, 1996 (as amended from time to time) (“MSME Act”) as a “MSME Enterprise”, under which the payment to the Umwelt is required to be made within a fixed timeline as stated hereinafter: The Subscriber shall make the payment of the License Fee within the period as mentioned in the Service Order(s).

3.3 Charges for additional Usage shall be calculated and Invoice(s) shall be raised as per the Service Order(s).

3.4 In the event of delay of payment of the License Fee beyond the 30 (thirty) day period (as stated hereinabove), the license to use the Software shall stand suspended with immediate effect and the same will only be restored upon payment of the License Fee, within the timelines stated hereinafter. Only 1 (one) letter for the delay in payment of the License Fee shall be sent to the Subscriber (“Delay Letter”), thereafter, if the Subscriber does not make the payment of the License Fee within 15 (fifteen) days of the receipt of the Delay Letter, the Subscriber shall be liable to pay compound interest on the License Fee at three times of the bank rate notified by RBI from the date of delay till the actual date of payment, further, the Umwelt shall be at the liberty to report such delay in payment to the Micro and Small Enterprise Facilitation Council and terminate this “Master Service Agreement”, without any further notice and/or liability.

4. Ownership of Intellectual Property. Umwelt and its Umwelts exclusively own all right, title, and interest in and to the Software and Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by Subscriber to Umwelt during the Term. This Agreement is not a sale and does not convey to Subscriber any rights of ownership in or related to the Software, Services, or intellectual property rights of Umwelt. Umwelt’ logo and the product names associated with the Software and Services are trademarks of Umwelt (or its Umwelts, where applicable) and no right or license is granted to Subscriber to use them.
5. Subscriber Data. As between the Parties, Subscriber owns all right, title and interest in and to all survey responses, reports, and any other information input or generated on behalf of Subscriber in connection with the Services (the “Data”). Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, classification, and intellectual property right to utilize the Data. Notwithstanding the foregoing, for all purposes of this Agreement, the Data shall be deemed to be Subscriber’s Confidential Information (as defined below), and will not be utilized by Umwelt for any purpose other than performing its obligations under this Agreement or for developing and marketing use cases or as may otherwise be agreed to in writing by the Parties. All Data will be stored and processed in a single geographical region as specified on a Service Order. Umwelt shall be responsible for the backup of Data for disaster recovery purposes only, and Subscriber shall be responsible for routine backup and Data deletion.
6. Term and Termination
   • The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect as per the Term mentioned in Service Order from Start Date to Expiry Date
   • Termination for Convenience. This Agreement could be terminated by the Subscriber for convenience anytime subject to payment of fees for the complete term, service period as mentioned in the Service Orders(s). No refund shall be paid by Umwelt for the unused period.
   • Termination for Cause.  Either Party may terminate this Agreement for cause if the other Party: (a) commits a material breach of this Agreement which such Party fails to cure within thirty (30) days after receipt of written notice outlining such material breach from the other Party; or (b) becomes insolvent, acknowledges insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy.
   • Effect of Termination. Following any termination of this Agreement, Umwelt will discontinue providing Services, and Subscriber will cease using Services.
     • Umwelt will make available to Subscriber a portal whereby Subscriber may download the Data (in its originally entered format) for a period of thirty (30) days. Subscriber expressly acknowledges that Umwelt has no obligation to retain the Data after the aforementioned thirty (30) day period has ended. 
     • Umwelt will refund any pro-rated unused fees prepaid by Subscriber if Subscriber terminates this Agreement for cause or pursuant to Force Majeure (defined below).

7. Representations and Warranties.
   • Each Party represents and warrants to the other party that:
     • it has the power and authority to enter into this Agreement and perform its obligations hereunder, and such performance will not breach any separate agreement by which either Party is bound; and
     • it will comply with the applicable laws, rules, and regulations related to the Services.
   • Umwelt warrants to Subscriber that:
     • it will use commercially reasonable efforts to ensure that Software updates will not introduce any malicious software that could disrupt any software or system used by Subscriber in connection with the Services, or which, upon the occurrence of a certain event, the passage of time, or the taking of or failure to take any action, would cause any system or software used in connection therewith to be destroyed, damaged, or rendered inoperable;
     • it will implement reasonable and appropriate measures designed to protect the Data against theft, unauthorized access, copying, and distribution; and
   •   Subscriber warrants to Umwelt that:
     • it will not knowingly: (i) utilize (or allow utilization of) the Services in any manner prohibited by this Agreement or Service Order; (ii) reverse engineer the Services; (iii) tamper with the security of the Software; or (iv) interfere with or disrupt the integrity or performance of the Services;
     • it will use commercially reasonable efforts to prevent its employees and other third parties from (i) gaining unauthorized access to the Services; and (ii) making unauthorized copies of the Software, and if any such unauthorized duplication or use is discovered, it will promptly notify Umwelt and take prompt actions to resolve the issue; and
     • it will not knowingly utilize the Services to (i) send irrelevant or inappropriate messages to third parties (e.g., “spam”); (ii) send or store malicious software; or (iii) upload content that aggravates, harasses, threatens, defames or abuses others.

If made aware of a violation of these restrictions in this Subscriber warranty subsection, Umwelt reserves the right to suspend user accounts or remove any restricted content as it deems appropriate upon prior written notice to Subscriber, and will provide Subscriber an opportunity to cure the violation.

• Limitation of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, UMWELT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, ACCURACY, OR COMPLETENESS OF THE SOFTWARE OR SERVICES. UMWELT DOES NOT REPRESENT OR WARRANT THAT: (A) SUBSCRIBER’S USE OF THE SERVICES SHALL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM(S), OR DATA; (B) THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; OR (C) ALL NON-CONFORMITIES CAN BE OR WILL BE CORRECTED. ALL SERVICES PROVIDED BY UMWELT HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. UMWELT DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY CONTENT, EXPRESS OR IMPLIED. 

        EXCEPT AS SET FORTH IN THIS SECTION 7, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, CONDITIONS AND REPRESENTATIONS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND MERCHANTABILITY.

8. Confidential Information
   • For all purposes of this Agreement: “Recipient” shall mean the Party receiving Confidential Information from the other Party; “Discloser” shall mean the Party providing Confidential Information to the other Party; and “Confidential Information” shall mean the Service Order(s), the Software, Services, Data, the substantive terms of this Agreement, and any other information both written and oral that should reasonably be expected by the Recipient to be confidential in nature. Confidential Information does not include information which Recipient can prove (a) becomes generally available to the public in any manner or form through no fault of Recipient or its employees, agents or representatives, but only from such date as it becomes so available, (b) was rightfully in possession of Recipient without obligation of confidentiality prior to receipt thereof from Discloser, (c) is independently developed by Recipient without benefit of any Confidential Information, (d) is rightfully received by Recipient from another source on a non-confidential basis, or (e) is released for disclosure with Discloser’s prior written consent.
   • Data Security. Umwelt will implement and maintain industry standard data security measures designed to prevent unauthorized access to the Data, and shall periodically review and update such measures. This includes leasing the services of secure hosting facilities that are independently audited SSAE-16. Without limiting its obligations otherwise set forth herein, Umwelt will comply with the applicable laws relating to the storage, transmission, and disclosure of the Data. Either Party will, within two (2) business days, notify the other Party upon discovery of: (i) any loss, unauthorized disclosure, or unauthorized use of the Confidential Information; or (ii) any access, acquisition or misappropriation of Confidential Information by third parties (or attempted access, acquisition or misappropriation), including any intrusion into the computer system(s) used to access or store Confidential Information; or (iii) any other disclosure of Confidential Information in violation of this Agreement (collectively, a “Security Breach”).

In the event of a Security Breach, the breaching party will take such steps (at its sole cost and expense) as are necessary to: (x) promptly mitigate the effects of such disclosure and prevent a recurrence thereof; and (y) comply with applicable laws relating to such disclosure.

• Use and Disclosure. Recipient will not disclose to any person or use for any purpose, except as expressly permitted by this Agreement, any Confidential Information of Discloser. Notwithstanding the foregoing sentence, Recipient may disclose Confidential Information to those employees, independent contractors, and advisors who have a need to know such information, and who are bound to keep such information confidential. Recipient will give Discloser’s Confidential Information at least the same level of protection as it gives its own Confidential Information of similar nature, but not less than a reasonable level of protection. Recipient will maintain Confidential Information in a safe and secure place and will not copy Confidential Information except to the extent necessary for the purposes of this Agreement. All confidentiality obligations will survive termination of this Agreement until such time as such information no longer meets the definition of Confidential Information. Upon written request from either Party, Recipient shall promptly return or destroy all documents and Data in its possession that contains any Confidential Information. 
• Injunctive Relief. Each Party agrees that money damages may not be a sufficient remedy for any breach of the obligations herein and that the Discloser will be entitled to seek specific injunctive relief as a remedy for any such breach. Such remedy will not be deemed to be the exclusive remedy for the breach of obligations herein but will be in addition to all other available legal or monetary remedies.

9. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE, SERVICES, OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERRORS, OR OMISSIONS, EVEN IF A PARTY HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES ACTUALLY PAID BY SUBSCRIBER TO UMWELT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO SECTIONS 8 AND 10 (CONFIDENTIAL INFORMATION AND INDEMNIFICATION).
10. Indemnification
    • Subscriber. Subscriber shall indemnify and hold Umwelt, and if applicable, its Umwelts, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, and employees harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) Subscriber’s unlawful disruption of the Services; or (b) Subscriber’s infringement or alleged infringement of any third party’s intellectual property right. Umwelt shall: (i) promptly give written notice of the claim to Subscriber; (ii) give Subscriber sole control of the defense and settlement of the claim; (iii) provide to Subscriber all available information and assistance; and (iv) not compromise or settle such claim.
    • Umwelt. Umwelt shall indemnify and hold Subscriber and Subscriber’s parent organizations, subsidiaries, affiliates, officers, directors, and employees harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) a Security Breach due to Umwelt’ gross negligence or willful misconduct; or (b) an infringement or alleged infringement of the Software as delivered to Subscriber of any third party’s intellectual property right. Subscriber shall: (i) promptly give written notice of the claim to Umwelt; (ii) give Umwelt sole control of the defense and settlement of the claim; (iii) provide to Umwelt all available information and assistance; and (iv) not compromise or settle such claim.

11. General

• • Choice of Law and Jurisdiction. This Agreement and all claims arising out of or related to it will be governed by the laws of India and the State of Haryana, without reference to rules governing choice of law. If any dispute arises between the Parties concerning this Agreement, forum and venue will be laid exclusively in the state and courts in Haryana, India and such courts shall have exclusive jurisdiction over any dispute concerning this Agreement. The Parties hereby consent to the personal jurisdiction of such courts and expressly waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served on either Party in a manner authorized by applicable law or court rule. In the event of any such dispute, the prevailing party will be entitled to recover from the non-prevailing party all reasonable attorneys’ fees and costs incurred by the prevailing party in connection with such dispute, regardless of whether such dispute results in the filing of a lawsuit. The Parties hereby expressly disclaim the application of the Uniform Computer Information Transaction Act and the United Nations Convention on the International Sale of Goods to this Agreement.
  • Force Majeure. Neither Party will be liable for any delays or failures of performance hereunder, except for payments, to the extent that performance of such Party’s obligations or attempts to cure any breach under this Agreement are delayed or prevented as a result of any event or circumstance beyond its reasonable control of such Party (“Force Majeure Event”), provided that the other Party may terminate this Agreement upon thirty (30) days written notice if the circumstances causing non-performance can reasonably be expected to continue for more than one (1) calendar month.
  • Entire Agreement; Amendment; Counterparts. This Agreement, the attached Exhibit(s), and each Service Order prepared hereunder, constitute the entire agreement between the Parties concerning the subject matter hereof and supersede all written or oral prior agreements or understandings with respect thereto, including, without limitation, any proposals, price quotes, click-wrap agreements, purchase order terms and conditions or non-disclosure agreements. All Exhibit(s) and Service Orders are hereby incorporated into this Agreement as if set forth herein in full. In the event of any conflicts between the terms of this Agreement and the terms of any Exhibit(s) or Service Order(s), or other document binding and applicable to the Parties, the terms of this Agreement shall control unless expressly stated otherwise. This Agreement may not be amended except in writing signed by authorized representatives of both Parties. This Agreement and any Service Order may be executed by the Parties electronically and in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.
  • Language. This Agreement has been prepared and written in English. Any non-English translation of this Agreement is provided for convenience only and is not valid or legally binding. In case of a conflict between this Agreement and any translation, the English version will control.
  • In case any one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision will be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained herein will not in any way be affected or impaired. 
  • Neither Party’s failure to enforce strict performance of any provision of this Agreement will constitute a waiver of a right to subsequently enforce such a provision. No modification, extension or waiver of this Agreement will be valid unless made in writing and signed by an authorized representative of the Party to be charged. No written waiver will constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.
  •  Neither Party may assign this Agreement, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without consent to its successor in a merger, acquisition or other change of control, including without limitation the sale of all or substantially all of its assets, stock or business to which this Agreement relates other than to a direct competitor of the non-assigning Party.
  • No Agency. This Agreement will not be construed to create an agency, franchise, representative, joint venture, employment relationship, or partnership between the Parties.  The Parties are and remain independent contractors.  Neither Party has the authority to bind the other or to incur any liability or otherwise act on behalf of the other.
  • Each Party’s obligation under Sections 8, 9, and 10 will survive the Term or termination of this Agreement for a period of two (2) calendar years except that Umwelt’ obligations related to Data shall continue perpetually with respect to any Data that has not been permanently destroyed within its Service.
  • Notices. All notices between the Parties will be in writing and sent (i) by a delivery service with provisions for a receipt, to the physical address listed below; or (ii) by email to notice@umwelt.ai for notices going to Umwelt, or to the email address listed for Subscriber in the Company Account Set-up Form.

By using the Subscription Form to subscribe to the Software, Subscriber accepts the terms and conditions stated herein, which may be updated and amended from time to time and the same shall be notified to the Subscriber.