Umwelt.AI

    Master Service Agreement

    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. 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 Invoice

    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). 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. The Subscriber shall make the payment of the License Fee within the period as mentioned in the Service Order(s).

    3.3 Additional Usage

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

    3.4 Late Payment

    In the event of delay of payment of the License Fee beyond the 30 (thirty) day period, 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. 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.

    4. Ownership of Intellectual Property

    Umwelt and its affiliates 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's logo and the product names associated with the Software and Services are trademarks of Umwelt (or its affiliates, 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.

    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.

    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.

    8. Confidential Information

    "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.

    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.

    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 ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE, SERVICES, OR THIS AGREEMENT. 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.

    10. Indemnification

    Subscriber shall indemnify and hold Umwelt, and if applicable, its affiliates, 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 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.

    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.

    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

    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.

    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.

    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.