Thank you for using the website and services offered by Qdesq Realtech Private Limited (together with its subsidiaries and other affiliates, “Qudify”, “we”, “us”, “our”), who provide certain services of building and licensing QR based SaaS solutions to replace registers with QR codes at future ready enterprises to ensure operational efficiency, through multiple products under the brand name ‘Qudify’, that may be added to Qudify’s website and service offerings from time to time (Qudify’s website, services, and any related software, mobile applications and other applications, are referred to collectively, herein as the “Qudify Services”). The specific Qudify Services you order will be set forth in ordering documents (including any online form) issued by Qudify specifying the Qudify Services to be provided hereunder (“Service Order Forms”). To be eligible to register for a Qudify account and use any Qudify Services, you must review and accept the terms of this Agreement by executing the applicable Order Form provided by us and/or checking on the “I Agree” button, or digitally sign or other mechanism provided. Your authorization to access and use any Qudify Services is conditioned on your acceptance of and compliance with the terms of this Agreement. 

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING ANY OF THE QUDIFY SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH QUDIFY AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE QUDIFY DATA PROCESSING ADDENDUM AND QUDIFY PRIVACY POLICY, WHICH ARE PART OF THIS AGREEMENT. 

Your account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and that you consent to do business electronically. 

This Agreement applies to all Customers of the Qudify Services, including, as applicable, administrators or employees authorized to act on behalf of an entity or other organization with respect to the Qudify Services (collectively, “Customers”). If you are registering for a Qudify account or using the Qudify Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are agreeing to this Agreement for that entity or organization and representing to Qudify that you have the authority to bind that entity or organization to this Agreement (the term “Customer” will also refer to that entity or organization). IF A WRITTEN AGREEMENT REGARDING CUSTOMER’S USE OF THE SERVICES EXISTS BETWEEN AND HAS BEEN EXECUTED BY BOTH QUDIFY AND CUSTOMER, THE TERMS OF THAT WRITTEN AGREEMENT SHALL TAKE PRECEDENCE OVER THIS AGREEMENT.

1. DEFINITIONS
“Account” means any accounts or instances created by or on behalf of a Customer and/or its Users for access to and use of any of the Services. 
"Affiliate” or “Subsidiary” means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. 

“Confidential Information” means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. 

“Customer Data” means, all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users, submitted to the Services by Customer or its Users through Customer’s Account in connection with Customer’ use of the Services. 

“Personal Data” means, any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA). 

“Data Processing Addendum” or “DPA” means Qudify’ Data Processing Addendum as available at (DPA) or available by sending an email to legal@qudify.co, as updated from time to time. 

“Privacy Notice” means, Qudify’ privacy notice, as available at (Privacy policy) or available by sending an email to legal@qudify.co, as updated from time to time. 

“Data Claims” means any claims arising from either (a) a party’s breach of Section 3.3 (User Data), Section 6.4 (Confidentiality), the DPA, the BAA (if applicable), or the Privacy Notice, where such breach results in the unauthorized disclosure of User Data or Customer Data, or (b) breach of Section 3.6 (Prohibited Activities). 

“User” or “Agent” means, any individual who is authorized by Customer to use the Services, including an Account administrator, employees, consultants, contractors, and agents of Customer or its Affiliates, and third parties with which Customer or its Affiliates transact business including any person or entity other than Customer or Customer’s Users with whom Customer interacts using the Services 

“End Points” means, number of terminals, touch devices, computers, devices, sensors, integrations touchpoints, applications or any other interface of Qudify technology deployed, performing the task of intelligent data collection, aggregation, user interaction, data processing or information dissemination. 

“Qudify Technology” means, (i) the Services, Software, Mobile Apps, Documentation, Qudify’ APIs, Qudify’ website(s) and any content published on the Qudify’ websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) Qudify’ Confidential Information and (iv) any modifications or derivative works of the foregoing. 

“Services” means, the Qudify software-based service offerings identified on the SOF and any Updates, including any Software, API or Documentation made available by Qudify with such offering, but excludes any applications or APIs separately provided by third parties. 

“Mobile App” means the Qudify-branded Software applications provided by Qudify to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices). 

“Service Order Form or SOF or Order Form” means, (i) any work order or Purchase Order executed by and between Customer and Qudify, or (ii) any online ordering document or process completed by Customer, including any online registration through a Website, or Purchase Order issued each of which detail, the Services subscribed to and corresponding Service Plans, the number of Users and/or number of endpoints authorized to use the Services, Fees payable to Qudify, the applicable Subscription Term, and any relevant additional terms and conditions, including but not limited to mode of provisioning of services, location of provisioning of services, third-party integrations and professional services if applicable. This may also include any change order forms. 

“Professional Services Agreement” means, Qudify’ professional services agreement as shared or available by sending an email to legal@qudify.co , as updated from time to time. 

“Service Plans” means, the pricing plans and other packaged offering limitations for and the applicable Services for which Customer subscribes with respect to any User and/or endpoint. 

“Subscription Term” means, the period stated on a SOF during which Customer subscribes to the Service Plans, starting from the date of Purchase order or for online Customers, the date of sign up on the Website 

“Supplemental Terms” means, the Services specific terms as shared or available by sending an email to legal@qudify.co 

“Documentation” means, the then-current, generally available user documentation provided by Qudify detailing the functionalities of the Software and the Services. 

“Update” means, the generally available updates, upgrades, hot fixes, patches, workarounds to the Software or Service provided by Qudify to all subscribing customers, but excludes separately priced new products or modules.

2. Qudify Services
2.1 Provision of Qudify Services – Core Services
(a) Provision of Qudify Services: Qudify makes the Qudify Services available pursuant to this Agreement, and any applicable Service Order Form, the Qudify Privacy Policy, , the Qudify Data Processing Addendum, and/or any supplemental terms referenced herein or which Qudify may present you for review and acceptance at the time you subscribe to the applicable Qudify Service (collectively, “Supplemental Terms”), all of which are hereby incorporated into and form a part of this Agreement. In the event of conflict between the provisions of this Agreement and any Supplemental Terms, the Supplemental Terms will control, and in the event of conflict between the provisions of the Qudify Privacy Policy and the Qudify Data Processing Addendum, the Qudify Data Processing Addendum will control. 

(b) Core Services. Qudify may make certain Core Services available through its software, including (i) user onboarding and offboarding services, (ii) policies, rules, configurations and workflows (“Templates”), (iii) workplace digital twin and amenities provisioning (iv) building IoT sensors/actuators provisioning and integration (v) api's that customer and third parties may use to develop and provide applications, services, websites or software that complement your use of the Qudify Services (each, a “Third Party Product”), and (iii) other features, as may be developed by Qudify from time to time, such as workplace chatbots and engagement analytics or any new additions to Qudify Technology . You acknowledge that Templates and other provided materials constitute “Qudify Content” and are incorporated into the Qudify Services. Qudify may expressly permit you to modify or edit certain Templates, which, once modified, become “Modified Content”. Qudify grants Customer a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute Qudify Content contained within the Modified Content, solely for Customer’s internal business purposes, subject to Customer’s compliance with the terms of this Agreement, including payment terms herein. 

2.2 Provision of Qudify Services – Additional Services
Qudify may make certain additional services available through its technology as may be developed, integrated and/or on-boarded from time to time. Any services resold through the Qudify platform will be subject to the terms of service of the third-party provider. Without limiting the terms of this Agreement, if you subscribe to one or more of the Additional Services governed by additional terms as shared or available by sending email to legal@qudify.co (each, “Third Party Terms”) (e.g. Access Control Additional Terms, Face Recognition Additional Terms), then you also agree to be bound by such Third Party Terms. 

2.3 No Professional Advice 
You acknowledge that Qudify is not a lawyer, accountant, or other professional services provider, and accordingly, does not provide civil, design, health, legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided by the Qudify Services is intended for your general use only, including with respect to any Templates available within the platform, and does not constitute legal or professional advice. You understand that you are responsible for any actions taken based upon information received from Qudify, and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area. 

2.4 Access 
During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your users access to our services at any time by activating them in your Qudify account. We might provide some or all of the elements of the subscription service through third-party service providers. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Services purchased under this Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.

2.5 User Limitations 
The Qudify Services may only be accessed and used by individual employees or contractors or guests at a company (“Users“). You are responsible for ensuring that any user that you allow to access the Qudify Services is authorized to do so by law, and that such individual’s use of the Qudify Services complies with all applicable laws, including but not limited to wage and hour laws, employment laws, and any other applicable laws and regulations.

2.6 Mobile Services 
The Qudify Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Qudify Services, (ii) the ability to browse the Qudify Services and other websites, and (iii) the ability to access certain features of Qudify Technology (collectively, the “Mobile Services”). To the extent you access the Qudify Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier or local law, and not all Mobile Services may work with all carriers or devices. Qudify has no control and will not be responsible for any such scenarios. By using the Mobile Services, you agree that we may communicate with you regarding Customer and other entities by SMS, MMS, text message, push messages, email or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Customer account information to ensure that your messages are not sent to the person that acquires your old number. 

3. Customer Responsibilities
3.1 Consent to Electronic Delivery – Electronic Signature 
(a) Electronic Signature. When you execute documents using the e-signature tools set forth in the Qudify Services (“E-Sign Service”), you consent to electronically sign such documents, including NDA-related and other documents, and agree that your electronic signature (“Electronic Signature“) is the legal equivalent of your manual or handwritten signature. By selecting an “I Accept” button or otherwise placing an Electronic Signature on a document or device, you expressly affirm that: 

(i) you are able to access and view the relevant document that you are electronically signing, 
(ii) you consent to conduct business electronically with respect to the transaction contemplated by the document, 
(iii) you agree to the use of an Electronic Signature for the document, and 
(iv) you are authorized to enter into the relevant agreement, and be bound by its terms. You further agree that no certification authority or other third party verification is necessary to validate your Electronic Signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your Electronic Signature or any resulting agreement. 

(b) Electronic Delivery. You agree that Qudify may electronically deliver Service-related documents and/or disclosures to users, as applicable. You also authorize Qudify to receive such Service-related documents and/or disclosure electronically on your behalf, and agree to be notified of such notices electronically. Qudify may provide electronic delivery via email to the email address provided by you in the Qudify platform or by reference to a location on the Qudify platform to which you have access. If you are using the Qudify Services on behalf of a Customer and/or its employees and contractors, you represent that you have affirmative consent from your employees and/or contractors of such a company to receive electronic disclosures from Qudify through the Qudify Services. 

(c) Withdrawing Consent. As a Customer, you acknowledge that Qudify relies on electronic communications as a core component of its services; accordingly, if you are using the Qudify Services on behalf of a Customer and/or its employees and contractors and withdraw electronic consent for such Customer and/or its employees and contractors, Qudify may no longer be able to provide the Qudify Services to you, and may terminate Customer’s use of the Qudify Services in whole or in part. 

(d) Enforceability. You acknowledge that, under applicable laws, some documents require a manual or handwritten signature, and that it is your responsibility to determine whether a document requires a manual or handwritten signature. You understand that you are solely responsible with respect to the content, validity, or enforceability of any document, and that Qudify makes no representations or warranties regarding the validity or enforceability of your documents signed by users using the E-Sign Service.

3.2 Accuracy of Customer Information 
All Qudify Services will be based upon information provided to Qudify by you or third party services from which you may elect to import your information (including user metadata) (“User Representations”). You must review all User Representations and ensure such information is accurate, complete, and timely. You acknowledge that Qudify is entitled to rely conclusively on all User Representations and that Qudify does not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Representations. You further acknowledge that Qudify bears no responsibility for and shall not have any liability for errors, omissions, penalties, fines, missed notifications, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Representations.

3.3 User Data 
With respect to any information which you provide, collect or generate through, or for the usage of, the Qudify Services and that Qudify hosts (collectively, the “User Data”), including Account Information and Materials (including but not limited to Customer Data and User Data), you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the User Data in connection with your use of the Qudify Services. Without limiting the foregoing, in the event that you request that Qudify provide any User Data (including employee, guests and contractor information) to any third party or to any non Data residency Customer location, you represent that you possess or have acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable laws. By providing any User Data to Qudify, you hereby grant and will grant Qudify and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Data to perform the Qudify Services, including as set forth in this Agreement, Qudify’s Privacy Policy, and Qudify’s Data Protection Addendum. You acknowledge and agree that Qudify may preserve User Data and may also disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: 

(i) comply with legal process, applicable laws or government requests; 
(ii) enforce this Agreement; 
(iii) respond to claims that any content violates the rights of third parties; or 
(iv) protect the rights, property, or personal safety of Qudify, its users and the public. You understand that the technical processing and transmission of the Qudify Services, including User Data, may involve 
(v) transmissions over various networks; and 
(vi) changes to conform and adapt to technical requirements of connecting networks or devices.

3.4 Account Administration – Authorizations
(a) Accounts. To use the Qudify Services, you must create an account (an “Account”) by providing your email address or mobile number (“Login id”) and a master password or OTP (the “Master Password” and, together with the Login id, the “Credentials”). You are responsible for the security of your Account, and agree to keep your Credentials secure. You understand that your Account is solely for your use, and you will not share your Account or Credentials with anyone. You are fully responsible for all activities on the Qudify Services associated with your Account. As a Customer, you are fully responsible for all activities of your employees and contractors on the Qudify Services. 

(b) Account Administration. Customer will designate one or more individuals with authority to (i) act on Customer’s behalf, (ii) provide information on Customer’s behalf, and (iii) bind Customer and/or Customer’s business with respect to the Qudify Services (each such individual, an “Account Administrator”). Customer is solely responsible for all actions taken under any account to which Customer has access. Any actions taken under such accounts will be deemed authorized by Customer, regardless of Customer’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (iv) actions taken by Customer, an Account Administrator, or an authorized representative of Customer (an “Authorized Representative”), and (v) actions that Customer, an Account Administrator, or an Authorized Representative (or anyone that Qudify reasonably believes to be Customer, an Account Administrator, or an Authorized Representative) directs or instructs Qudify to take on its behalf.

(c) Account Information. In order to access or use certain aspects of the Qudify Services, you will need to provide access to information maintained by certain third party services, such as single sign-on (SSO) companies with which you have a customer relationship, manage accounts or engage in transactions and the various applications and services for which you use Qudify’s interface and services. Further, in order for Qudify to provide those aspects of the Qudify Services, you must provide all relevant information, signatures, data, passwords, usernames, PINs, OTPs and other necessary information, materials and content (“Account Information”). You retain all right, title and interest in and to your Account Information, and represent and warrant that the Account Information provided is accurate and complete and may be provided to Qudify without any obligations on Qudify to verify the accuracy or completeness of such Account Information. You are responsible for the consequences of any instructions provided that Qudify follows, and Qudify has no liability or responsibility for any inability to use the Qudify Services due to such inaccuracy or incompleteness of Account Information. 

(d) Account Security. Customer is solely responsible for 
(i) following instructions that Qudify provides to Customer with respect to the Qudify Services, and 
(ii) maintaining applicable accounts with providers of Third Party Products (as defined below in Section 

(e) Communications and Notifications. Customer is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) made available to Customer by Qudify for Customer’s review, and Customer must notify Qudify of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Qudify. Customer must promptly notify Qudify of any third party notices that Customer may receive which could affect Qudify’s ability to effectively provide the Qudify Services. 

(f) Authorizations. Customer agrees that, to the fullest extent permitted by law, the provision of account login or identity verification credentials to Qudify by or on behalf of Customer, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Qudify Services, whether by clicking the applicable action button, providing a verbal instruction or otherwise, will have the same effect as providing a written signature authorizing the applicable action. 

3.5 Third Party Products 
(a) Independent Services. The Qudify Services are designed to work with many Third Party Products; however, Third Party Products are not Qudify Services. Qudify does not provide any representations, warranties, indemnities, or support with respect to such Third Party Products, unless expressly provided herein or an applicable Order From. You (and not Qudify) decide whether to enable Third Party Products, and any use of such Third Party Products and any exchange of data, including User Data , between Customer or a User and any such third party provider or Third Party Product, is solely between Customer or User and such third party provider. When you enable a Third Party Product, you grant Qudify permission to allow the Third Party Product and its provider access to User Data as required for the interoperation of that Third Party Product with the Qudify Services. For the interoperation of the selected Third Party Products with the Qudify Services, you may be required to obtain access to such Third Party Products directly from their providers, and/or grant Qudify the ability to create, access, delete and/or otherwise modify your account(s) on such Third Party Products. You acknowledge that Qudify is not responsible for any use, disclosure, modification or deletion of User Data that is transmitted to, or accessed by, a Third Party Product, and that the handling of such User Data within the Third Party Product will be exclusively governed by the separate terms and agreements, if any, between you and such third party provider. Customers and Users will comply with all terms and conditions applicable to the use of Third Party Products, and will not use Qudify Services with Third Party Products in any manner that damages, disables, overburdens, or impairs any websites, servers, or otherwise interferes with the Third Party Products and/or Qudify Services. Customer acknowledges it has sole responsibility for, and assumes all risks arising from, Customer’s use of any Third Party Products. Qudify does not guarantee the continued availability, operation, or utility of Third Party Products or Qudify Services features integrated with Third Party Products, and may cease providing certain Third Party Products via the Qudify platform without notice or entitling you to any refund, credit, or other compensation.

(b) Authorizations for Third Party Products. To connect the Qudify Services with Third Party Products, you authorize Qudify to, as applicable: (i) store relevant Account Information, (ii) access the relevant service using the Account Information you provide Qudify, (iii) use and apply any signatures or other materials you provide Qudify in order to provide related services, such as to enable access, (iv) gather and export from such Third Party Product any data or other information reasonably necessary to provide related Qudify Services to you, such as Customer’s employees’ work location, Health declaration, and any additional information, such as the personal information of Customer’s employees, requested by such Third Party Product that Customer has provided or made available to Qudify in connection with the Qudify Services, and (v) otherwise take any action in connection with such Third Party Product as reasonably necessary to provide related services to you, including, but not limited to, opening accounts and making changes on your behalf with such third-party institutions.

(c) Management of Third Party Accounts. You are solely responsible for (i) ensuring that any Third Party Product accounts are accurately and properly provisioned for or matched to your Qudify Service account, (ii) ensuring the termination or de-linking of any Third Party Product accounts for employees or contractors who should not have access to such Third Party Product accounts or your Qudify account (e.g., due to termination of their employment or engagement), and (iii) otherwise following all instructions provided by Qudify in connection with matching, de-linking, termination or other management of your Qudify accounts in relation to Third Party Products. 

3.6 Prohibited Activities 
Any authorization to access or use the Qudify Services extends only to the Qudify Services for which Customer has subscribed and remains in good standing, and for which User conduct is in conformance with these terms and any applicable Additional Terms (including but not limited to Supplemental Terms and Third Party Terms). You will not (nor will you permit any third party to): 

• Reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Qudify Services and Qudify Technology.

• Transfer, resell, lease, license, or assign Qudify Services and Qudify Technology or otherwise offer the Qudify Services and Qudify Technology on a standalone basis, or permit any third party to access the Qudify Services and Qudify Technology, without express permission from Qudify.

• Use or access the Qudify Services and Qudify Technology to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Qudify Services and Qudify Technology.

• Share your Qudify username and password with any other person, or allow any other person to use your Qudify username and password to access the Qudify Services and Qudify Technology.

• Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Qudify Services and Qudify Technology or otherwise copy profiles and other data from the Qudify Services and Qudify Technology in order to enable, use, or build a similar or competitive product or service.

• Tamper with the security of Qudify’s systems or tamper with other customer accounts of Qudify.

• Attempt to probe, scan or test the vulnerability of any Qudify systems or to breach the security or authentication measures of Qudify’ systems.

• Use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.

• Use the Qudify Services and Qudify Technology in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party’s use of the Qudify Services.

• Access the Qudify Services and Qudify Technology other than through our interface.

• Engage in harassing or other inappropriate behaviour with respect to any Qudify employee.

• Use the Qudify Services and Qudify Technology for any fraudulent activity or purpose; or 

• Use the Qudify Services and Qudify Technology in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted here under. 

For the avoidance of doubt, Qudify welcomes and encourages the responsible disclosure of security vulnerabilities through its Vulnerability Reporting program, with more details available by sending an email to dpo@qudify.co. Legitimate participation in Qudify’s Vulnerability Reporting program is not a violation of the security-related prohibitions of this Section. 

3.7) Unauthorized use by Customer. 
Customer will adequately secure and keep confidential any Customer passwords or credentials, and any information accessible via its account. Customer accepts all risks of unauthorized use of its Account arising from Customer’s failure to implement security safeguards or otherwise maintain the confidentiality of its passwords or credentials and hereby releases, indemnifies, defends and holds harmless from any liability in connection with any such unauthorized access. If Customer believes or suspects that its account, passwords or credentials have been accessed or compromised, Customer must immediately notify Qudify. Qudify reserves the right to prevent access to the Qudify Services if Qudify has reason to believe that any such accounts, passwords or credentials have been compromised. 

4. Term and Termination
4.1 Term This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website or the date of PO) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website or the date of PO) and continue for the Subscription Term specified therein. 

4.2 Renewal 
Unless a party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term. Qudify reserves the right to increase the Fees at the beginning of each Subscription Term. Any Fees for a renewed Subscription Term are due upon the date of renewal. 

4.3 Suspension 
Qudify may suspend Customer’s access to the Qudify Services, Technology, Mobile Services and/or Customer’s Account, on the following grounds: 

(i) late payment/non-payment of undisputed Fees, per the process noted in Section 5 below; 
(ii) non-renewal of the Services by Customer; 
(iii) Customer’s or its Users’ breach of Section 2 (Customer Responsibilities); or 
(iv) in the event suspension is deemed necessary by Qudify to prevent or address a security risk, or other harm to Customer, Qudify, or Qudify’ other customers. Qudify will notify Customer of any such suspension. Qudify will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Qudify Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer’s other obligations under this Agreement. Qudify will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Suspension. 

4.4 Termination for Cause 
Either party may terminate this Agreement by written notice to the other party in the event that 

(i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or 
(ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 

5. Service Fees and Charges 
5.1 Fees
Customer agrees to pay the fees for the Qudify Services in accordance with the applicable Service Order Form, and authorizes Qudify to conduct automatic debits of Customer’s designated bank account for such fees as they become payable , or raise invoice no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Renewal Period, and other times during the Subscription Term when fees are payable. Subscription fees are payable at the start of each Subscription Term (including any renewal terms). To the extent Customer designates an external or third party to pay for any portion of the Qudify Services and later opts to remove or change that third party, Customer will be liable to pay for the Qudify Services until Customer has designated a new third party and such third party has agreed to pay for such charges. 

5.2 Fee Disputes
Customer must notify Qudify in writing if Customer disputes any portion of any fees paid or payable by Customer under this Agreement or any Service Order Form. Customer must provide written notice to Qudify within thirty (30) days of the applicable charge and Qudify will work together with Customer to resolve the applicable dispute promptly. If Customer does not provide Qudify with written notice of Customer’s fee dispute within this 30 day period, Customer will not be entitled to dispute any fees paid or payable by Customer. 

5.3 Taxes 
All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Qudify’ net income. 

6. Proprietary Rights and Confidentiality 
6.1 Qudify’s Ownership Rights 
As between the parties, all right, title, and interest in and to the Qudify Technology, Qudify Services, including Qudify Content, shall remain vested in Qudify. Except for the express rights granted hereunder, Qudify also reserves all rights, title and interests in and to the Qudify Services, Qudify Technology and Qudify’s Confidential Information. 

6.2 Feedback 
Customer or Users may from time to time provide Qudify suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Qudify Services or Qudify Technology. Qudify will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Qudify will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. 

6.3 User Data 
All right, title, and interest in and to the User Data, including the Account Information and Materials, you provide will remain vested in you. 

6.4 Confidentiality 
Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and as otherwise set forth in Qudify’s Privacy Policy. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (a) to its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Agreement, (b) to its professional advisers (e.g., lawyers and accountants), and (c) as otherwise set forth in Qudify’s Privacy Policy, provided, however, that any and all such employees, consultants and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with the terms and conditions of this Section. 

6.5 Data Security and Data Processing – Privacy 
(a) Data Security. Qudify will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any User Data, which you provide through the Qudify Services and that Qudify hosts. Such safeguards will include, at minimum, an industry standard information security program to safeguard such User Data as well as procedures to help ensure that only those with a “need to know” have access to such User Data. Qudify will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any User Data. Qudify will promptly notify Customer upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of such User Data. Qudify will comply with all notification obligations that may be required by applicable state and federal laws and regulations. Qudify further reserves the right to protect its network and services from external threats, including by restricting network access from various hosting providers, traffic proxies, and locations where Qudify does not conduct business. 

(b) Data Privacy. Qudify may collect, use, and disclose User’s personal information pursuant to the Qudify Privacy Policy, available as shared or by sending an email to dpo@qudify.co, as it may be updated from time to time. The Qudify Privacy Policy describes how Qudify collects, uses, and discloses personal information from Users. Notwithstanding the foregoing, Qudify may monitor your use of the Qudify Services and use User Data in an aggregate and de-identified manner, including compiling statistical and performance information related to the provision and operation of the Qudify Services, and may make such information publicly available, provided that such information does not incorporate specific User Data and/or identify you. Qudify retains all intellectual property rights in such aggregated and de-identified information. 

6.6 Third Party Distribution Channels 
Qudify offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and Qudify only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of the Qudify Services, you agree to comply with all applicable terms of any agreement for such third party products and services. 


7. Disclaimer 
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE QUDIFY SERVICES AND QUDIFY TECHNOLOGY ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. QUDIFY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE QUDIFY SERVICES AND QUDIFY TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, QUDIFY DOES NOT WARRANT THAT THE QUDIFY SERVICES AND QUDIFY TECHNOLOGY WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUDIFY OR THROUGH THE QUDIFY SERVICES AND QUDIFY TECHNOLOGY WILL CREATE ANY WARRANTY. QUDIFY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW. 


8. Indemnification 
8.1 Indemnification by You 
Customer will defend Qudify and affiliates (collectively, the “Qudify Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its authorized users’ violation of the Agreement or the User Terms (a “Claim Against Us”), and will indemnify the Qudify Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Qudify Indemnified Party in connection with or as a result of, and for amounts paid by a Qudify Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Qudify Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us. 

8.2 Indemnification by Qudify
Qudify agrees to indemnify, defend and hold you harmless against any Claim arising out of allegations by a third party that the Qudify Services or any portion thereof infringe(s) or otherwise violate(s) such third party’s intellectual property rights. In order to receive the benefit of the foregoing indemnity, you must give Qudify prompt written notice of the Claim, sole control to defend and settle such Claim and all reasonable cooperation, at Qudify’ expense, in Qudify’ defense and settlement of the Claim. If a claim under the foregoing clause (a) is made or likely to be made, Qudify may: (i) procure a license to allow you to continue using the allegedly infringing component(s) of the Qudify Services, (ii) modify the infringing component(s) to make them non-infringing, or (b) if (i) and (ii) are not reasonably available, terminate your right to use the infringing component(s) effective immediately.

9. Limitation of Liability 
1. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY. 

2. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO QUDIFY IN THE TWELVE MONTHS PRECEDING THE CLAIM (“THE GENERAL LIABILITY CAP”). 

3. IN THE CASE OF IP CLAIMS AND DATA CLAIMS, QUDIFY AND ITS AFFILIATES’ TOTAL LIABILITY TO THE CUSTOMER AND ITS AFFILIATES FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”). 
   
   

4. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPERCAP. SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP. 
   
   

5. THE PARTIES AGREE THAT THIS SECTION 9 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SERVICE ORDER FORM.
   
   10. Miscellaneous 
   10.1 Assignment; Delegation. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Qudify, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted transfer or assignment in violation hereof shall be null and void. Qudify, in its sole discretion, may use vendors or contractors to help provide the Qudify Services to you, and may change our use of vendors or contractors without notice to you. Qudify will remain responsible for the acts and omissions of such vendors and/or contractors. 
   
   10.2 Governing Law. This Agreement will be governed by the laws of India, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Subject to the agreement to arbitrate below, all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the courts of New Delhi, India, and the parties hereby consent to the personal jurisdiction of these courts.
   
   10.3 Notices. Qudify may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text message (e.g. SMS or MMS), mail, written or hard copy notice, or through posting of such notice on the Qudify Services, as determined by Qudify in its sole discretion. Qudify reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as provided in the Qudify Services. Qudify is not responsible for any automatic filtering you or your network provider may apply to email notifications Qudify sends to the email address you provide. Qudify may, in its sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When Qudify materially changes this Agreement, Qudify will update the ‘Last Updated’ date at the top of this page and notify you that material changes have been made to this Agreement. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the Qudify Services or changes made for legal reasons will be effective immediately. Your continued use of the Qudify Services after the date any such change becomes effective constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Qudify Services. Notices to Qudify shall be made to the attention of the “Legal Department” and sent via mail to Qudify, 3rd Floor, Baani The Statement, Golf Course Road, Sector 43, Gurugram, Haryana, India 122002 with a copy sent via email to legal@qudify.co.
   
   10.4 Waiver. No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 
   
   10.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. 
   
   10.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms. 
   
   10.7 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including but not limited to earthquake, flood, or other natural disaster, act of God, labour controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree. 
   
   10.8 Entire Agreement. This Agreement (including all Order Forms, the Qudify Privacy Policy, the Qudify Data Processing Addendum, any supplemental policies or terms, professional services terms, and Additional Terms referenced herein or which Qudify may present you for review and acceptance at the time you subscribe to the applicable Qudify Service) comprises the entire agreement between you and Qudify with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements. No oral or written information or advice given by Qudify, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. 
   
   10.9 Interpretation. For purposes hereof, “including” means “including without limitation.” 
   
   10.10 Marketing. Customer agrees that Qudify may use Customer name and logo on our website and in other promotional marketing materials
   
   Annexure 1: Supplemental Terms
   These Supplemental Terms (“Supplemental Terms”) apply to specific Services or aspects of Services as described herein and supplement and form a part of the Qudify Terms of Service found at https://qudify.co/terms unless Customer has a written Qudify Master Services Agreement executed between Customer and Qudify for the Services, in which case these Supplemental Terms will supplement and form a part such written Qudify master services agreement (in either case, the “Agreement”). Notwithstanding anything to the contrary in the Agreement, Qudify reserves the right, at its sole discretion, to update the Supplemental Terms in relation to the development of new or updates to existing features and functionality of Qudify Services and Qudify Technology or Applicable Law. Customer’s continued usage of the Services may be relied upon by Qudify as Customer’s acceptance of the then-current version of these Supplemental Terms. 

11.1 Beta Services 
Qudify may offer certain Services or Technology as closed or open beta services (“Beta Services”) during the testing and evaluation period. Because Beta Services can be at various stages of development, operation and use of the Beta Services may be unpredictable. Customer acknowledges and agrees that: 

(1) Beta Services have not been fully tested; 
(2) use or operation of Beta Services should not occur in a production environment; and 
(3) Customer’s use of Beta Services will be for purposes of evaluating and testing new functionality and providing Feedback to Qudify. In addition, Qudify has no obligation to Customer to 

(1) further develop or release the Beta Services or 
(2) provide support for the Beta Services. Customers bear the sole risk of using the Beta Services. Qudify provides the Beta Services to Customer “as-is” and gives no representation, warranty, indemnity, or guarantee of any kind. To the maximum extent permitted by law, Qudify’ total aggregate liability and that of its suppliers relating to Beta Services is expressly limited to five hundred dollars ($500) for any and all damages regardless of the nature of the claim or theory of liability. Customer agrees that Qudify has the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. Qudify reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to a Customer. Qudify also reserves the right to make the Beta Services available for a Subscription Charge. 

11.2 Data Deletion 
If Customer wishes to permanently delete its User Data or Qudify content before the Data Retention period, contact dpo@qudify.co.  Qudify may choose to levy additional charges for the data deletion activity. 

11.3 Communication Services 
Certain Services facilitate the transmission and/or receipt of SMS, MMS, voice data, push messages, email and/or integration with third party messaging platforms and services (eg. slack, WhatsApp, apple business chat, and others as applicable) collectively, “Communication Services”. Customer acknowledges and agrees that Communication Services are provided by way of integration with Third-Party Products and Services, and agrees to comply with the terms of service that such Third party products use to govern the use of their platform(s) and services. Customer acknowledges and agrees that as between Customer and Qudify, Customer is the initiator and sender of any communication message transmitted through the Communications Services, whether sent or made manually or by means of an automation. 

Customer further agrees that: 

(a) When enabling the Communications Services, Customer is consenting, on behalf of Customer and its Users to the processing of Customer Data (as generated by or necessary for the provision or operation of the Communications Services) by a third-party service provider; 

(b) Use of Communications Services are subject to the payment of additional Fees as detailed on the Service Order Form; 

(c) The Voice Services are not intended to be used for emergency calls to any emergency services such as public safety answering points; and 

(d) Qudify does not operate the Communication Services and does not guarantee the continued availability or performance of the Third Party Platforms or the continued interoperability of the Third Party Platforms with Qudify Services 

(e) Customer has provided notice to and received all necessary consents from Users to contact such Users using the Communication Services and/or the Third party Platforms 

(f) Customer is solely responsible for configuring the interoperability of the Services with Third party Platforms to the extent any such actions are required outside of the Qudify Services. 

11.4 AI-Powered Features 
Customer acknowledges and agrees that Qudify may utilize Customer and User Data submitted to, or generated by, the Services for the purpose of improving and training similar or related Services and features, and Customer instructs Qudify to process its Customer and User Data for such purpose, provided however, Qudify will not share Customer and User Data with any other customers in connection with the foregoing. Customer retains all ownership of its Customer and User Data submitted to the Services and Qudify retains all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning. Opt-out: Customers may request that Customer Data be excluded from AI-related processing by submitting such a request to support@qudify.co.

11.5 Third Party Products & Services 
Certain Services contain integrations with Third-party products & services such as Access Control, Face Recognition, Cafeteria services, Calendar Integrations, and others as applicable in the relevant Service Order Form. Customer hereby acknowledges and agrees to comply with the terms of service that such Third-party products & services use to govern the use of their product(s) and service(s) (the “Third Party Terms”). 

Customer acknowledges and agrees that Qudify does not operate Third-party products & services and does not guarantee the continued availability or performance of the same, or the continued interoperability of the Third-party products & services with Qudify Services. 

Customer represents and warrants that Customer has provided notice to and received all necessary consents from Users required to make the Services available. Customer acknowledges that (i) Customer Data, User Data and Personal Data may be transferred to and processed by the Third-party products & services as necessary to provide the Services and (ii) Customer is solely responsible for configuring the interoperability of the Services with Third-party products & services to the extent any such actions are required outside of the Qudify Services. 

Customer acknowledges that the Third-party products & services may charge Customer independently for access and use of their services or the Third-party products & services may charge Qudify for Customer’s use and access, in which case Qudify may charge related fees to Customer (“Additional Fees”). 

Annexure 2: Professional Services Agreement
Professional Services Agreement (“PSA”) is entered into by and between Qudify and the Customer or entity placing an order for or accessing the Service (“Customer” or “you”). This PSA is entered into pursuant to the Terms of Service (Customer Terms of Service) unless Customer has a written Qudify master services agreement, in which case such written Qudify master services agreement will govern (in either case, the “Agreement”). All capitalized terms herein shall have the same definitions as set forth in the Agreement. In the event of a conflict between this PSA and the Agreement (as defined below) the terms of this PSA will control. In consideration of the terms and conditions set forth below, the parties agree as follows: 

12.1 Scope of Services. 
Subject to the terms and conditions of this PSA, Qudify will provide Customer with Professional Services (as defined below) as set forth in the applicable statements of work executed by Qudify and Customer (each, a “Statement of Work” or “SOW”), which are part of the Service Order Form. From time to time, the parties may enter into SOWs that specify the general consulting, implementation and/or training services to be provided to Customer hereunder (the “Professional Services”). All Statements of Work shall be deemed part of and subject to this PSA. 

Subject to terms and conditions of this PSA and the Agreement, and during Customer’s Subscription Term, Qudify hereby provides Customer with the non-exclusive, worldwide, limited right to use any deliverables and/or training materials delivered by Qudify to Customer as part of the Professional Services (“Deliverables”) solely for Customer’s internal business operations including in connection with its authorized use of the applicable Service. 

12.2 Terms and Conditions for Training
Training Deliverables. All electronic and hard copy versions of the training Deliverables may be provided for Customer’s internal training purposes only. Customer is prohibited from: (a) modifying the training Deliverables, unless otherwise authorized in writing by Qudify or set forth in an applicable SOW; (b) reselling or sublicensing any training Deliverables; (c) utilizing the training Deliverables to replicate or attempt to perform the training, unless otherwise authorized in writing by Qudify or set forth in an applicable SOW or SOF; and (d) developing or attempting to develop any of the products described in such training Deliverables. Customer may not record, stream or otherwise capture any performance or aspect of the training Professional Services. The training Deliverables are not subject to any maintenance, support or Updates. 

12.3 Change Management Process
If Customer or Qudify requests a change in any of the Qudify Content, specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Statement of Work or SOF, the party seeking the change shall propose the applicable changes by written notice. Within five (5) business days of receipt of the written notice, each party’s project leads shall meet to discuss the proposed changes. Qudify will prepare a change order describing the proposed changes to the Statement of Work and the applicable change in Fees and expenses, if any (each, a “Change Order Form”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this PSA. 

Additional charges may apply for scope changes, change requests or delays caused by the Customer. Any such changes will be set forth in a Change Order. All charges associated with scope changes, change requests, or delays will be due on receipt of the invoice by the Customer. Upon prior written approval from the Customer, all travel, meals, and living expenses for all Qudify’ personnel who travel or are supposed to travel in support of the engagement shall be billable at cost and all such expenses shall be the sole responsibility of the Customer. Customer shall be charged for any travel expenses that cannot be canceled or refunded. 

12.4 Proprietary Rights 
12.4.1 Qudify Intellectual Property Rights 
All rights, title and interest in and to the Professional Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the same provided or developed by Qudify) and anything developed or delivered by or on behalf of Qudify under this PSA (including without limitation Deliverables and Tools as such terms are defined herein) are owned exclusively by Qudify or its licensors. Except as provided in this PSA, the rights granted to Customer do not convey any rights in the Professional Services, express or implied, or ownership in the Professional Services or any intellectual property rights thereto. Customer grants Qudify a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by Customer or any Users related to the operation or functionality of the Service. Any rights in the Professional Services or Qudify’ intellectual property not expressly granted herein by Qudify are reserved by Qudify. 

12.4.2 Tools 
Notwithstanding any other provision of this PSA: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Qudify to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are made available on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools. Tools are Qudify Confidential Information. 

12.5 Professional Services Warranty & Disclaimer. 
Qudify warrants that Professional Services will be provided in a professional manner consistent with industry standards. Customer must notify Qudify of any warranty deficiencies within 30 days from performance of the deficient Professional Services. 

QUDIFY DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT QUDIFY WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. QUDIFY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD-PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES. 

FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND QUDIFY’ ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY. 

TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

12.6 Limitations of Liability. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS PSA AND APPLICABLE SOW), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION 

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF QUDIFY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS PSA OR OR SOW, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER THE APPLICABLE SOW FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY. 

12.7 Term and Termination 

1. Term— This PSA is valid for the SOF or SOW Forms (including SOWs) which reference this PSA. Each SOW shall commence on the date it is last signed, and shall expire upon completion of the project set forth in the applicable SOW, or as otherwise set forth in the applicable SOW. Once signed by both parties, a SOW shall be non- cancellable, except as otherwise explicitly stated in such SOW. 

2. Termination— This PSA will terminate automatically when all Estimates/Order Forms and SOWs referencing this PSA are terminated or expired. In addition, in the event that Customer is a party to Agreement and Customer’s right to use the Service is terminated pursuant to such Agreement, Qudify may terminate this PSA and any SOW hereunder. Upon termination or expiration of this PSA, Customer shall have no rights to continue use of the Professional Services, Deliverables or Tools. 

Annexure 3 : Service Level Addendum

13.1 Service Commitment & Categorisation
Support – Qudify shall provide to Customer, support over call, email & chat. The support and service commitments are contingent on Customer and Users adhering to Customer Terms of Service available at https://qudify.co/terms 

Ticketing Tool (Optional)– Qudify will be using its internal ticketing tool, for its own internal tracking. If integration with the Customers Ticketing Tool is required, it will be an integration feature request. 

Service Availability – Qudify will use commercially reasonable efforts to maintain the availability of the Services to the Customer