1.1. "Agreement" shall mean these Terms and Conditions together with its attachments expressly incorporated by reference therein and shall include any amendments or addendum that may subsequently be made.

1.2. "APIs" means application programming interfaces made available by TechBulls on its Platform, and any updates, upgrades, modifications, additions, and versions thereto.

1.3. "Apps/ Application" shall mean TechBulls applications and application programming interfaces used for Integrations with Your functionalities and any updates, modifications, and versions thereto.

1.4. "Applicable Law" shall mean any national, state, provincial, local, municipal, foreign, international, multinational or other law, by-law, protocol, code, guidelines, policy, notice, regulation, administrative order, constitution, ordinance, decree, principle of common law, statute or treaty by any Authority applicable to the Services, and any other transaction as may be contemplated herein and includes, without limitation to the generality of the foregoing, the rules, regulations, guidelines, directives and licenses issued by any relevant regulator and applicable to either Party.

1.5. "Authority" shall mean any national, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity in India or any other authority exercising executive, legislative, quasi-judicial or regulatory functions and includes Government of India, the relevant State Government, or other statutory and local authorities, tribunals etc. as the case may be.

1.6. "Confidential Information" shall mean and include all information and documents disclosed or submitted, orally, in writing or by any other media by one Party to the other Party, including but not limited to all information relating to operations, customers, products, product specifications, technical product data, strategies, operational procedures, proprietary concepts, inventions, technical knowledge, documents, price lists, trade secrets, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems, know-how, any component of TechBulls Platform and Application(s) and any other intellectual property. Confidential Information may also include information disclosed by third parties. Notwithstanding the foregoing, Confidential Information shall not include any information which

1.6.1. Is or becomes publicly available through no fault or breach of the receiving Party;

1.6.2. Was rightfully in the possession of the receiving Party prior to its disclosure by the disclosing Party;

1.6.3. Is independently developed by the receiving Party without reference to or use of the disclosing Party's confidential information;

1.6.4. Is rightfully obtained by the receiving Party from a third party without any obligation of confidentiality;

1.6.5. Is required to be disclosed by law, court order, or governmental authority, provided that the receiving Party promptly notifies the disclosing Party of such requirement and cooperates with the disclosing Party in seeking a protective order or other appropriate remedy; or

1.6.6. Is disclosed with the prior written consent of the disclosing Party."

1.7. "Applicable Data Protection Law" shall mean all laws, regulations and statutes that govern the collection, processing, storage, transfer, and protection of personal data and are applicable to the processing of Personal Data under these Terms.

1.8. "Controller", "Processor", "Processing" or similar terms shall have the meanings given under Applicable Data Protection Law

1.9. "Documentation" shall mean any written or electronic documents, images, video, text or sounds specifying the functionalities of the Services provided or made available by TechBulls to You or Users.

1.10. "End User" shall mean Your customers or Users with whom you interact using TechBulls Platform/ Services

1.11. "Integration(s)" shall mean the process that combines your functionalities with the TechBulls Platform and Application(s), and any updates, upgrades, modifications, additions, and versions thereto.

1.12. "Intellectual Property/IP" shall mean and include anything that is protected by or may be granted or recognized under any legislation, laws, being rights, title and interest of every kind, nature and media in and to any form of intellectual property including but not limited to all products, patents, content (including but not limited to audio visual contents), other industrial property rights, works of authorship of any nature including literary works or artistic works, copyright and related rights, brand names, product name, logos, trade names, trademarks, service marks, trade secrets, business and domain names, web-sites, diagrams, formulae, ideas, concepts, creations, discoveries, inventions (whether or not patentable), know-how, rights in designs, and rights in and related to computer programs, software, source codes, algorithms, procedures, systems, flowcharts, drawings, processes, proprietary information, protocols, platform, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property in either printed or machine-readable form, whether or not copyrightable or patentable or protectable under any other Intellectual Property law, whether registered or unregistered and including all applications for and renewals or extensions of such rights, and "Intellectual Property" shall be construed accordingly. Intellectual Property Rights shall also include (a) any and all rights title and interest created by use of such Intellectual Property, all proceeds thereof under the Applicable Law anywhere in the world, whether negotiable or not; (b) right to obtain and hold appropriate registrations in Intellectual Property anywhere in the world and all extensions and renewals thereof and (c) the right to sue for past, present and future infringements.

1.13. "Marks" shall mean trademarks, service marks, trade names, service names, insignia, internet domain names, logos and corporate names.

1.14. "Personal Data" shall mean any data or information which is defined as "Personal Data" and includes sensitive or critical personal data under the applicable data protection and privacy laws, the data of individuals and which relates directly or indirectly to an individual from which the identity of the individual can be directly or indirectly ascertained, and to the extent that any applicable data protection legislation applies to data or information which relates to a corporate entity, "Personal Data" shall include such data and information.

1.15. "Plan" shall mean the Subscription and Pricing plan that you choose for availing TechBulls services.

1.16. "Platform" shall mean the platform made available by TechBulls, which includes Application, website, and any updates, modifications and versions thereto.

1.17. "Sensitive Personal Information" shall mean an (i) individual's government-issued identification number; (ii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password, that would permit access to an individual's financial account, any other financial information; or (iii) biometric or health data.

1.18. "Services" shall mean the Platform, Applications, Application Programming Interfaces as provided by TechBulls and the consulting or other work to be performed by TechBulls with that respect.

1.19. "Service Data" means all electronic data, information, text, messages or other materials, including Personal Data of End User, End Customers and Users, submitted to the Services through an Account in connection with Your access and use of the Services under the provisions of this Agreement.

1.20. "Specifications" shall mean collectively, the Software functionality descriptions whether printed or on-line, and all updates to the Specifications.

1.21. "Sublicensed Software" shall mean any application program, database, operating system or other like product which is not developed by TechBulls, but which is necessary to operate the Software and which has been supplied by TechBulls to Customer under this Agreement.

1.22. "Subscription" shall mean Subscription Plan for the Services provided by TechBulls.

1.23. "Subscription Fee" shall mean the fee payable by You to TechBulls for the Services availed by you under the Terms of this Agreement.

1.24. "Support" shall mean those services to be performed by TechBulls with respect to the Subscription under this Agreement.

1.25. "Trial Period" shall mean the period of as decided by TechBulls from time to time, beginning from the day of First Productive Use of TechBulls Application(s)/ Products by the Customer.

1.26. "Update(s)" shall mean all new releases, new versions, updates, revisions, fixes, patches or other alterations of the Software, including those which are designed to improve the operation or functionality of the Software, intended to correct an error in the Software.

1.27. "User" shall mean those individuals you authorize and register as users on TechBulls Platform by creating an Account to use the Services under this Agreement.

3.1. Subscription: To avail the Services under the provisions of this Agreement, You need to subscribe to the Services as per the Subscription Plans made available by TechBulls, by paying the appropriate fees as prescribed by TechBulls. Subject to your purchase of TechBulls Subscription, compliance with all the terms and conditions of this Agreement and the applicable laws TechBulls grants you the limited, non-exclusive, non-transferable, and revocable Subscription for the term of this Agreement, to:

3.1.1. access TechBulls Platform

3.1.2. Use TechBulls Application(s) strictly for the purpose of linking Integrations;

3.1.3. Use TechBulls Software/ Product/ Application as interface and for the purpose of integration between two functionalities;

3.1.4. Access and use the Services that you have subscribed to under this Agreement;

3.1.5. Use the Documentation, solely in connection with your use of the Services. Notwithstanding anything herein, the foregoing Subscription rights are limited to the Integrations and solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation, as may be updated from time to time.

3.2. All rights not specifically granted to Customer by this Subscription shall remain with TechBulls.

You shall follow the due procedure of registration set by TechBulls by providing correct details and comply with credential requirements (if any) for access to TechBulls Platform.

5.1. Support Services In case of a request from you, TechBulls may provide additional consulting and/ or support services. Such additional services are beyond the normal scope of Support. TechBulls may charge for any such additional services.

5.2. New Releases and Updates TechBulls may provide you with new releases and updates to the Software and all such new releases and updates shall be subject to this Agreement. TechBulls, at its discretion may charge additional fees for the additional features in the new releases or updates.

6.1. Both Parties agree that they shall not make any claims of right, title or interest in the other Parties IPR. All rights, title, and interest in IPR shall vest solely with the Party that owns it.

6.2. TechBulls shall have absolute and vested rights in the Intellectual Property belonging to TechBulls including the rights into inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services under this Agreement, and you shall not infringe the same or claim any ownership rights over the same.

6.3. You hereby grant us a right to process and disclose your Service Data for the purposes of our Services to be provided under this Agreement; a right to use your name and logo to identify you as our customer on our website and any other Sales & Advertising material, provided that We will not issue any press release without Your prior consent.

6.4. Except as provided for in this Agreement, neither Party shall acquire a right to use, and shall not use without the other Party’s prior written permission in each instance, the names, characters, artwork, designs, trade names, trademarks, or service marks of the other Party in advertising, client list, publicity, public announcement, press release or promotion, or in any manner tending to imply an endorsement of the other Party’s products or Services.

6.5. This clause shall survive the termination of this Agreement.

7.1. Integrations and End Users: You are solely responsible, at your own expense, for the following:

7.1.1. Integrations of TechBulls Applications, Software Products with Your functionalities and its operation;

7.1.2. Your agreements with end users regarding their use of Your functionalities involving Integrations and Applications as per this Agreement;

7.1.3. the security of Integrations and Applications; and

7.1.4. Compliance with all applicable laws, third-party terms and conditions, policies, with respect to the Integrations and Applications under the provisions of this Agreement.

7.2. User Data: Any User Data may be accessed, transmitted, collected, maintained, stored or otherwise processed (collectively "Processed") through Integrations of TechBulls Applications with Your functionalities. With respect to such User Data (including from third-party services), you agree:

7.2.1. to Process the User Data only to the extent enabled by such end user and to ensure that all User Data is Processed in Integrations and Applications in accordance with:

7.2.1.1. your agreement with the end user, a legally adequate privacy policy, and appropriate contextual notices to and consents from end users;

7.2.1.2. all applicable laws;

7.2.1.3. all applicable policies and terms and conditions of any Third-Party Apps or third-party services accessed or linked to Process any User Data; and

7.2.1.4. appropriate measures that protect the privacy and security of User Data;

7.2.1.5. to use User Data only to provide user-facing features, and not to transfer or sell User Data for other purposes

7.2.1.6. to access the User Data necessary to implement Integrations ; and

7.2.1.7. not to permit humans (other than the user's intended recipient, if applicable, and the end user themselves) to read User Data, except: (1) if you obtain the end user's affirmative consent; (2) as necessary for security purposes or to comply with applicable law; or (3) your use is limited to internal operations and the User Data (including derivations) have been aggregated and anonymized.

7.3. While providing you Services under the provisions of this Agreement, the processing of User Data, use of any third party apps or other third party services, integrations, may need to meet certain minimum security and privacy standards. You agree to comply with such minimum required standards while using the services under this Agreement.

10.1. In no event shall TechBulls be liable for costs of procurement of substitute products or services, lost profits, loss of data or any special or consequential damages, regardless of the form of action, whether in contract, in tort including negligence, by statute or under any quasi-contractual theory of liability, even if a party has been advised of the possibility of such damages.

10.2. In no event shall TechBulls be liable for any consequential, special, indirect, incidental, or punitive damages whatsoever (including lost profits) arising out of Your use or inability to use TechBulls Platform, Application(s), even if TechBulls has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy. In no event shall TechBulls aggregate liability for damages arising out of this Agreement or the terms hereof exceed the greater of (i) an amount equal to twice of monthly Subscription fees paid by You under or in relation to this Agreement or (ii) One Hundred US Dollars.

10.3. Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to You. In such an event the above limitations and exclusions will be enforced to the maximum extent permitted under applicable law.

11.1. You hereby grant TechBulls an exclusive, perpetual, irrevocable, sublicensable right and license to copy, modify, use, make derivative works of, improve, update, upgrade, add to, and distribute Integrations in connection with the Services, provided that TechBulls uses this right for the obligations to be performed under this Agreement or to address errors, bugs, security, availability, connectivity, or other similar issues. This license will survive any termination of this Agreement.

11.2. TechBulls may collect and analyze data and other information relating to the provision, use, or performance of the Platform, Integrations, and related systems and technologies and may use such data and information for improvement of the Platform, Integrations, Services and also use such data and information in aggregated or other de-identified forms in connection with its business.

12.1. You acknowledge and agree that we shall process the Service Data (a) in accordance with these terms, Applicable Data Protection Laws, the Privacy Policy (to the extent applicable), executed by the Parties relating hereto; (b) as otherwise authorized by You; and (c) as required for compliance with applicable law.

12.2. You acknowledge and agree that we may also process information about you, your Subscription and Account, Users, End Users and End-Customers, including Service Data, to (i) provide the Services and perform its obligations under these Terms, including, without limitation, to respond to Your support requests; (ii) demonstrate new features, products, and services (iii) comply with the law or respond to lawful requests or legal process; (iv) professionals and advisors in order to protect our rights or property; and (v) act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable law or regulation.

12.3. Each party hereby agrees to comply with applicable Data Privacy Laws for any User Data that such Party Processes for an end user. Also, you shall Process any data, including Integration of Data by using TechBulls Applications, strictly as permitted by your customers and in accordance with applicable Data Protection Laws.

13.1. TechBulls may provide its Application(s), integration services in conjunction with other components, third-party software including certain Sample Codes. Your use of such third party, Open-Sourced Software in conjunction with TechBulls Platform is subject to the third party terms or terms of the open-source licenses governing, as applicable, and not this Agreement.

13.2. You understand that We do not warrant, endorse or assume any liability or responsibility with respect to Other Services or Third-Party Content, or provision of any support.

14.1. In consideration for the Subscription availed under the provisions of this Agreement, you shall pay such nonrefundable Subscription Fees to TechBulls as per the Subscription Plan you choose for the Services.

14.2. TechBulls at its sole discretion may waive off the subscription fees during Trial Period. The information with respect to Trial Period and any waiver of fees shall be provided along with the Subscription Plans offered by TechBulls.

14.3. Upgrades You may upgrade between the Plans during the Term of this Agreement. On your upgradation the new Subscription Fees shall be made applicable. No refund shall be made in case you downgrade.

14.4. You hereby authorize us to bill and automatically charge you the Subscription Fee, including for any Renewal of the Subscription.

14.5. Revision in Fees TechBulls may revise the Subscription Fees at their own discretion.

14.6. All references to dollars or monetary units in this Agreement are to United States dollars and all payments shall be made in U.S. dollars.

16.1. Each Party acknowledges that in the course of providing Services in accordance with this Agreement, one Party may have access to proprietary or Confidential Information of the other Party.

16.2. You shall not make use of Confidential Information of TechBulls except in furtherance of this Agreement.

16.3. You shall only use Confidential Information to perform your obligations under this Agreement or for the purpose such Confidential Information was made available to you.

16.4. You shall exercise the same level of care to protect the TechBulls Confidential Information as for your own Confidential Information, and no less than reasonable care and not disclose it to any third party.

16.5. On termination of this Agreement, you shall immediately return the Confidential Information and all copies thereof or destroy the same in accordance with the instructions of TechBulls.

17.1. Cancellation by You: You may cancel your subscription to the TechBulls Application/ Platform at any time.

17.2. Cancellation by TechBulls: TechBulls may cancel your subscription at any time, without assigning any reasons thereof, including without limitation, any actual or suspected misuse or abuse by You of TechBulls Platform/ Application or breach of any of the provisions of these Terms and Conditions.

17.3. Consequences of Cancellation of Subscription:

17.3.1. cancellation of your subscription shall automatically terminate all your rights provided to you under this Agreement, with immediate effect. Accordingly, following the cancellation of your subscription, you must immediately cease use of the TechBulls Platform and Application(s) and destroy all copies of any components in your possession.

17.3.2. You shall return all copies of Confidential Information of TechBulls immediately upon cancellation of your Subscription or destroy the same in accordance with the instructions issued by TechBulls.

17.3.3. Data Export: You agree that you are solely responsible for exporting Service Data prior to cancellation of your Subscription. Upon the cancellation of your Subscription, We will no longer have an obligation to maintain or provide You, Users and End-Customers access to such Data. Thereafter, we may retain the Data to the extent required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish our rights, or defend against potential claim.

17.4. Refunds: Unless expressly provided otherwise in a specific Subscription Plan, all fees paid for the Services are non-refundable. You acknowledge and agree that your obligation to pay for the Services extends up to the last date of your Subscription. Specifically, in the event of cancellations made by you before the expiry date of your subscription, no refund will be made. TechBulls shall not be liable for any refunds in the event of termination of this Agreement by either party.

18.1. Force Majeure

18.1.1. “Force Majeure” event for the purpose of this Agreement shall mean any acts of God, including but not limited to storm, flood, earthquake, lightning, cyclone or other natural disasters, explosions or fires, strikes, lockout, lockdown, work to rule actions, or public disorder, insurrection, sabotage, rebellion, riots, terrorism, cyber attacks beyond the reasonable control of the Parties or violent demonstrations of a local, regional or national character at any place where the Agreement or part thereof is to be performed, the outbreak of an epidemic, pandemic, or other communicable disease in any place where the Agreement or part thereof is to be performed, any order (including lock down orders), regulation, directive, requirement from any Governmental, legislative, executive or judicial authority or a change in law.

18.1.2. TechBulls shall not be in default of its obligations under this Agreement to the extent that its performance is delayed due to the event of Force Majeure.

18.1.3. The Clause of Force Majeure shall not be applicable to your payment obligations.

18.2. Dispute Resolution

Any dispute arising under or in connection with this Agreement, regarding its validity, interpretation, implementation or alleged material breach of any terms/ conditions etc., shall, if not settled amicably between the Parties, be settled by Arbitration. Arbitration shall be governed by the Arbitration and Conciliation Act, 1996, including any modifications thereto and re-enactments thereof and the sole Arbitrator shall be mutually appointed in accordance with the said Act. The language to be used in Arbitration proceedings shall be English and the seat of arbitration shall be at Pune. The Award of the Arbitral Tribunal shall be final and binding on both the Parties. The cost and expenses of Arbitration including fees of the Arbitrator shall initially be borne equally by both the parties and ultimately as provided in the Award.

18.3. Relationship

The relationship between the Parties shall be on a principal-to-principal basis. Each Party is an independent contractor and is not a legal representative, partner, or agent of the other Party. Neither Party shall have any right, power or authority, whether expressed or implied, to create any obligation on behalf of the other Party. No relationship of employer and employee is being created between TechBulls and You for any purpose.

18.4. Entire Agreement

This Agreement constitutes the entire Agreement between the Parties hereto, and relating to the matters herein and supersedes all prior communications and Agreements between the Parties with respect thereto.

18.5. Waiver

Either Party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of a right to subsequently enforce such a provision. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument executed by the Party waiving such provision.

18.6.Amendment

This Agreement shall be amended, modified or supplemented by TechBulls from time to time. Your continued use of any part of TechBulls Services (including its Platform, Application(s), any related code, specifications, Documentation, templates, APIs, or Sample Code) or maintaining Integrations after the modification constitutes your acceptance of it. If you do not or cannot agree to the modified Agreement, your sole remedy is to terminate your use of the TechBulls Services under this Agreement with immediate effect.

18.7. Limitation of Breach

Without limiting the other disclaimers set forth herein, you acknowledge and agree that if TechBulls cannot provide its Services in accordance with this Agreement because of any event beyond its control, TechBulls will not be in breach of this Agreement.

18.8. Assignment

You shall not assign this Agreement without the prior written consent of TechBulls; except that you may assign this Agreement in connection with any merger, consolidation, or sale of substantially all of your assets or any similar transaction or by operation of law. Any such assignee shall undertake to fulfill each of the obligations created under this Agreement. However, you shall not assign this Agreement to any competitor of TechBulls, as determined in its sole and exclusive discretion, without TechBulls prior written consent.

18.9. Survival

Termination of this Agreement shall not affect those provisions hereof that by their nature are intended to survive such termination including Confidentiality, Indemnity, Intellectual Property Rights, Governing law and Dispute Resolution.

18.10. Severability

If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms will continue to be in effect and be binding on the Parties in accordance with applicable Law.

18.11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India AND Without prejudice to the Dispute Resolution Clause, Without regard to conflict of Laws, ANY disputes arising under this Agreement shall be subject to exclusive jurisdiction of competent Courts of Pune, India.

18.12. Notices

All notices required to be given under this Agreement shall be in writing and shall be deemed given upon its delivery. Your Notices to TechBulls shall be sent to:
Address:
TechBulls SoftTech Pvt. Ltd.
Sector R-8, T-99-1706, Amanora Gateway Tower,
Amanora Park Town, Hadapsar, Pune 411028
Attn:legal@techbulls.com / connector-support@techbulls.com