Service Agreement - Samvadi LLC

This Samvadi Services Agreement (this “Agreement”) is made and entered into by and between Samvadi, LLC (“Samvadi”) and you (“you” or “Customer”)

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING ANY SAMVADI SERVICES (AS DEFINED BELOW), CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE ANY SERVICES.

  1. Definitions

    1. “ Additional Services ” means any services provided by Samvadi in addition to the System, including without limitation, custom configuration, call recording, audio recording, and marketing and operations features, as agreed upon between parties.

    2. “ Customer ” means Samvadi business customers, including the Customer’s employees, contractors, directors, officers, or other agents, who provide the Samvadi Services to their end-customers.

    3. “ Customer Data ” means any and all information and data transmitted to/from Customer to/from Patrons via the System for the purpose of providing the Samvadi Services, including but not limited to, Patron names, Patron email addresses, Patron phone numbers, call logs, audio recordings and transcriptions, SMS logs and SMS message content, and email communications.

    4. “ Documentation ” means all how-to videos, FAQs, instructions, on-line help files, technical documentation, sales orders or receipts or invoices (if applicable), made available by Samvadi for the Samvadi Services.

    5. “ Emergency Services ” means services that allow a user to connect with emergency services personnel or public safety answering points such as 911 or E911 services. For clarity purposes, Samvadi does not provide Emergency Services.

    6. “ Patron ” means the Customer’s end-customers who are over the age of 13, reside in the U.S., and use the Samvadi Services to interact and communicate with the Customer.

    7. “ Samvadi Services ” means the System and any Additional Services the Customer subscribes or agrees to.

    8. “ Server ” means the server(s), whether virtual, physical or otherwise, on which Samvadi has the Software installed for Customer’s use, e.g. AWS.

    9. “ Site ” means the internet websites owned and operated by Samvadi, including without limitation, samvadi.com, ison24.com, cl.ison24.com, biz.ison24.com and related domains and subdomains.

    10. “ Software ” means the primary software application(s) which are owned, operated and delivered by Samvadi through the Sites.

    11. “ System ” shall mean the Software, Site, Server, and any applicable third party property, and all equipment, security mechanisms, network systems, and connections maintained by Samvadi to allow Customer to access and use the Software and stored data. Samvadi may provide updates, patches, and modifications to the System from time to time, with or without notice to Customer. For clarity purposes, “System” does not include any Customer Data.


  2. License Grant

    1. Grant As between the parties, Samvadi exclusively owns and reserves all right, title and interest in and to the Samvadi Services and Documentation. Subject to the terms and conditions of this Agreement, Samvadi grants Customer a limited, non-exclusive license (“License”) to allow Customer to a) use, have the benefit of, execute, perform and access the System based on the subscription terms agreed upon between the parties; and b) offer and make available the Samvadi Services and Documentation to Patrons, during the subscription term agreed upon between the parties. Customer will be solely responsible for all use (whether or not authorized) of the Samvadi Services and Documentation under its account by a Patron or otherwise.

    2. Restrictions Except as expressly provided in Section 2.1 above, Customer will not transfer, resell, lease, license or otherwise make available the Samvadi Services to third parties. In any event, Customer will not offer the Samvadi Services on a standalone basis. Customer will not use the Samvadi Services to access or allow access to Emergency Services. Customer will ensure that the Samvadi Services provided hereunder are used by itself and others in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement, including Samvadi’s Terms of Use, Privacy Policy, and other policies posted by Samvadi on a Site (collectively, “Policies”), which are hereby incorporated into this Agreement by this reference. Customer will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of the Software.

    3. Security Customer will take all reasonable precautions to prevent unauthorized access to or use of the Samvadi Services and notify Samvadi promptly of any such unauthorized access or use. Customer will take all commercially reasonable precautions, in line with industry standard, to prevent and detect unauthorized access to or use of the Samvadi Services, and shall notify Samvadi promptly (no more than 72 hours from discovery) of any such unauthorized access or use.


  3. Customer Data

    1. License to Customer Data Customer grants Samvadi a non-exclusive, royalty-free, irrevocable license during the Term to a) access, store, process, and transmit Customer Data solely for the purpose of providing Samvadi Services hereunder to Customer; and b) retain and use, on an anonymized and aggregated basis, the Customer Data for trending analytics in order to improve the Samvadi Services (“Business Purpose”). Customer will be responsible for the quality and integrity of Customer Data. Samvadi is prohibited from retaining, using or disclosing the Customer Data for any purpose other than the Business Purpose. Samvadi is further prohibited from further collecting, selling or using the Customer Data except as necessary to perform the Business Purpose.

    2. Data Storage Customer acknowledges that, unless expressly agreed otherwise in a writing signed by Customer and Samvadi, data storage is not guaranteed by Samvadi and Samvadi shall not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to the loss or deletion of Customer Data.

    3. Security Samvadi will take reasonable precautions to prevent unauthorized access to or use of the Customer Data, and will notify Customer of its knowledge of any such unauthorized access or use. Samvadi performs regular backups of all Customer Data then in Samvadi’s possession.

    4. Privacy Notices Customer represents and warrants that it has and will continue to provide proper notices to its Patrons and consumers about Customer’s disclosure of Customer Data to Samvadi hereunder, in accordance with applicable laws and regulations.

    5. Use of Customer Name and Logo Customer grants Samvadi the right to use and display Customer’s name and logo (“Customer Trademarks”) to identify Customer as a Samvadi client on the Samvadi website and within Samvadi promotional materials and Patron-facing communications. If Customer wishes to modify the display of its name or logo through the Samvadi Services, the Customer shall notify Samvadi in writing and allow Samvadi a reasonable opportunity to make such modification in a reasonable timeframe. Customer hereby represents and warrants that it owns all right, title and interest in and to any name or logo it requests Samvadi to use.


  4. Fees

    1. Fees Samvadi offers various pricing and packages to its customers which may be set forth in a sales receipt, order or invoice (where applicable). Customer agrees to pay the non-refundable fees identified to Customer as part of the ordering process.

    2. Net of Taxes All applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against Samvadi, will be payable by Customer. Customer will not withhold any taxes from any amounts due to Samvadi.

    3. Invoicing Subject to certain credit requirements as determined by Samvadi, Samvadi may agree to allow Customer to pay amounts due hereunder in arrears. In such event, Customer will make all of the payments due hereunder within 30 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 5 days of written notice of the non-payment, then Samvadi may assess and Customer will pay a late fee of the lesser of 1% per month or the maximum amount allowable by law.


  5. Confidential Information

    1. Confidential Information “Confidential Information” of a party shall include all information of that party disclosed to or learned by the other party pursuant to the terms of this Agreement which the disclosing party identifies as confidential or which the other party should reasonably understand to be confidential. Without limitation of the foregoing, (a) Confidential Information of Samvadi shall include Samvadi Services, Documentation, and all internal, technical, financial, design, administrative data, and other information used with the Samvadi Services; (b) Confidential Information of Customer shall include Customer Data; and (c) Confidential Information of both parties shall include information regarding the business or financial condition of either party and information regarding the business or technical plans or prospects of either party.

    2. Non-disclosure/Non-use During the Term and thereafter, each party shall keep the other party’s Confidential Information in confidence using a reasonable degree of care, which shall be at least the same degree of care that the party uses to maintain its own Confidential Information of like importance and in no event less than an industry standard level of care. Each party will use the other party’s Confidential Information solely to the extent necessary to care out its obligations and exercise its rights under this Agreement. Each party shall allow access to the other party’s Confidential Information only to those of its own employees, individual contractors and third-party vendors engaged by the receiving party and having a “need to know” such information for the purposes stated in the previous sentence and having a written confidentiality agreement in place. The receiving party shall have the right to disclose Confidential Information as strictly necessary for compliance with legal or regulatory requirements, provided that, prior to such disclosure, and to the extent permissible by law, the receiving party shall provide prompt written notice to the disclosing party and shall cooperate in any effort by the disclosing party to petition or defend against such disclosure. In the event that the receiving party is required to make such disclosure despite the disclosing party’s efforts to avoid such disclosure, the receiving party will furnish only that portion which, in the opinion of receiving party’s counsel, is legally required to be disclosed. Any such compelled disclosure shall not relieve the receiving party of its obligations or continue to otherwise maintain the confidentiality of such information.

    3. Limitations on Confidentiality The receiving party’s obligations hereunder with respect to items of Confidential Information shall terminate when the receiving party can document that: (a) such Confidential Information has become generally available to the public or within the relevant industry through no fault on the part of the receiving party; (b) the disclosing party has made such Confidential Information available to other parties without any obligation of confidentiality; (c) the receiving party rightfully had such Confidential Information in its possession, free of any obligation of confidentiality to the disclosing party, prior to the disclosure by the disclosing party; (d) such Confidential Information was independently developed by the receiving party independently of and without reference to any Confidential Information; (e) the receiving party rightfully obtained such Confidential Information from a third party with the rights to transfer or disclose it without any obligations of confidentiality.


  6. Additional Services

    1. Work Product All deliverables, assessments, reports, discoveries, inventions, developments, works of authorship, software (including source and object code), writings, drawings, designs, data, specifications, patent applications (and contributions thereto), and any related improvements, derivatives, or modifications to any of the foregoing, including any Confidential Information of Samvadi, whether or not patentable, which are conceived or otherwise developed by Samvadi (alone or with others) pursuant to this Agreement (but excluding Customer Data or Customer Content) are collectively referred to herein as “Samvadi Work Product”). Customer shall have a limited license to the use the Samvadi Work Product during the Term, in accordance with this Agreement.

    2. Customer Content Any information, materials, content, images, videos, texts, links, voice recordings, documents, contracts, Customer Trademarks, or data (including but not limited to Customer Data) uploaded to or used on a System by Customer or its Patron (“Customer Content”) shall be owned by Customer and Samvadi shall have no liability with respect thereto. Customer represents and warrants that the Customer Content shall not violate any intellectual property right of any third party anywhere in the world. Customer further represents and warrants that there are no intellectual property infringement proceedings pending against Customer at the time of entering into this Agreement.

      Based on availability, Customer may have the option of offering the Customer’s Patrons a service to electronically sign an agreement with the Customer. Customer acknowledges its obligations to protect access to the electronic mail account as well any Customer username and password for the Samvadi Services, and to inform Samvadi promptly if the Customer’s or Patron’s email account has been compromised. Customer may give the Patron the option to execute an agreement between the Customer and the Patron outside of the Samvadi Services, and these agreements (as well as any electronic agreement that is executed using the Samvadi Services) are entirely between the Customer and the Patron and are not governed by this Agreement and do not involve Samvadi in any way. Any agreement executed electronically via the Samvadi Services between the Customer and Patron are entirely based on the terms of that agreement; Samvadi is not a party to nor related to in any agreement between the Customer and the Patron (executed electronically or otherwise). Samvadi is only providing, in certain cases, a signature mechanism for these agreements. Any electronic agreement service that is provided by Samvadi may be discontinued or modified by Samvadi at any time for any reason, with or without notice.

    3. Assigned Phone Numbers Samvadi reserves the right to reclaim any phone number from Customer’s account and return that number to the relevant numbering plan if Customer does not send sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. In the event that Samvadi seeks to reclaim one or more phone numbers from Customer’s account, Samvadi will provide at least two weeks’ written notice to Customer (via email) that Samvadi is reclaiming one or more phone numbers, unless Samvadi is otherwise prevented from doing so by the applicable regulatory agency or governmental organization.


  7. Representations, Warranties, and Disclaimers

    1. Compliance with Laws Customer represents and warrants that it shall comply and shall cause its authorized agents and Patrons to comply with all applicable laws, rules, regulations and safety orders in connection with this Agreement (“Applicable Laws”). It is understood and agreed that such Applicable Laws shall include, without limitation, any and all applicable data privacy or security laws and regulations where Patrons resides, e.g. CCPA. Customer further represents and warrants that it has policies and procedures in place sufficient to ensure compliance with such laws. Customer shall provide to Samvadi, upon request, evidence of compliance with this Section.

    2. SAMVADI HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. SAMVADI’S SERVICES AND SAMVADI’S PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

    3. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SAMVADI SERVICES ARE GENERAL PURPOSE PLATFORMS THAT HAVE NOT BEEN ESTABLISHED, DESIGNED OR CONFIGURED TO COMPLY WITH ALL LAWS, REGULATIONS OR STANDARDS THAT MAY APPLY TO CUSTOMER OR ITS BUSINESS. CUSTOMER IS SOLELY RESPONSIBLE FOR ASSESSING AND COMPLYING WITH ALL SUCH LAWS, REGULATIONS AND STANDARDS, INCLUDING, WITHOUT LIMITATION, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPPA) AND THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT (HITECH), AND ALL OTHER APPLICABLE LAWS.


  8. Exclusion of Damages; Limitations of Liability

    1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SAMVADI BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SAMVADI HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

    2. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SAMVADI BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO SAMVADI UNDER THIS AGREEMENT DURING THE NUMBER OF MONTHS IN THE SUBSCRIPTION TERM (NOT TO EXCEED TWELVE MONTHS) PRECEDING THE INCIDENT OR CLAIM.

    3. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

    4. THE SAMVADI SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER SAMVADI NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD SAMVADI HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE SAMVADI SERVICES TO CONTACT EMERGENCY SERVICES.


  9. Termination

    1. Term The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue until the conclusion of the access period identified to Customer as part of the ordering process (“Initial Term”). This Agreement will automatically renew for successive periods equal in duration to the Initial Term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to the end of the Initial Term or any applicable Renewal Term. The Initial Term and the Renewal Term (if any) shall be referred to herein as the “Term”.

    2. Suspension Customer acknowledges that Samvadi may suspend or immediately terminate the Samvadi Services (in Samvadi’s sole discretion) without prior notice, in the event that: 1) Customer’s usage exceeds the amounts prepaid by Customer; 2) Customer fails to pay amounts due in a timely manner; 3) Customer violates Section 2 of this Agreement; 4) Customer notifies Samvadi, or Samvadi otherwise becomes aware of, a security breach to the Samvadi Services that are related to Customer’s account; or 5) any violation of a Policy by Customer or a Patron. Samvadi will be entitled suspend the Samvadi Services associated with Customer’s account without prior notice to Customer. Samvadi will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of Samvadi Services pursuant to this Section 3.

    3. Termination Either party may terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 30 days after written notice of such breach; provided however, that Customer shall only have a 5- day cure period to remedy failure to pay; or as otherwise provided in this Agreement.

    4. Survival Upon termination or expiration of this Agreement, Customer’s payment obligations, and the terms of Sections that were intended to survive shall survive.


  10. Indemnification; Disputes

    1. Indemnification by Customer Customer shall defend, indemnify and hold Samvadi (and its directors, officers, and affiliates) harmless against any and all actual or threatened claim, loss, damage, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising from, relating to, or in connection with a) Customer’s or Patron’s violations of this Agreement, the Terms of Use, or any Policies; b) any and all activities occurring under Customer’s or Patron’s accounts or use of the Samvadi Services; c) any violation of a representation or warranty under this Agreement; and d) any allegations that the System, Additional Services, Documentation, or Work Product infringes upon or misappropriates the copyright, patent, trademark, trade secret or any other intellectual property rights of a third party anywhere in the world(“Claim”). Samvadi will cooperate as fully as reasonably required in the defense of any Claim, at Customer’s expense. Samvadi reserves the right, at Customer’s expense, to retain separate counsel for Samvadi or, if Customer has not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any matter in which Customer is a named party and that is otherwise subject to indemnification under this Section. Customer will pay all costs, attorneys’ fees and any settlement amounts or damages awarded against Samvadi in connection with any Claim. Customer will also be liable to Samvadi for any costs and attorneys’ fees Samvadi incurs to successfully establish or enforce its right to indemnification under this Section, even if the Claim stems from the use of the Samvadi Services by a Patron that is reasonably tied to the Customer.

    2. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of California, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Both parties agree that jurisdiction for any proceeding or action for the interpretation or enforcement of this Agreement shall lie in the applicable state and federal courts in and for the City and County of San Jose, CA, and irrevocably agree to submit to the personal and exclusive jurisdiction of such courts.

    3. Arbitration ANY DISPUTE OR CLAIM ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SAMVADI SERVICES, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

      The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at       http://www.adr.org/ . Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
      The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in the San Jose, California or the city in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

      EACH PARTY AGREES THAT ANY DISPUTE OR CLAIM ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SAMVADI SERVICES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA (SAN JOSE) OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN A COURT OF COMPETENT JURISDICTION IN SAN JOSE, CALIFORNIA. CUSTOMER HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM       NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.

      Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.


  11. General

    1. Assignment Customer will not assign or otherwise transfer this Agreement, in whole or in part, without Samvadi’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void.

    2. Amendment Samvadi may amend this Agreement or its Policies from time to time, in which case the new Agreement will supersede prior versions. Samvadi will notify Customer not less than 10 days prior to the effective date of any such amendment and Customer’s continued use of the Samvadi Services following the effective date of any such amendment may be relied upon by Samvadi as Customer’s consent to any such amendment.

    3. Waiver Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default. 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.

    4. Relationship Each party is an independent contractor in the performance of each and every part of this Agreement. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. Customer does not have the authority to commit Samvadi in any way and will not attempt to do so or imply that it has the right to do so.

    5. Unenforceability In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.

    6. Notices Any notice required or permitted to be given hereunder will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, by email with proof of receipt, or by overnight delivery. Samvadi may further give notice via email to Customer. In giving any notice, Samvadi may rely on Customer’s contact information as provided by Customer in connection with its registration details or billing and payment activities. Samvadi’s current address may be found on its website.

    7. Electronic Communication. Both Customer and Patron agree that this Agreement may be executed electronically.

    8. Other Terms This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by Samvadi, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. There will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof, except pursuant to an amendment to this Agreement. In the event of any conflict among this Agreement, the Terms of Use or any other Policy, the terms and conditions of this Agreement shall take precedence, followed by the Terms of Use and then the other Policies (provided, however, that the Privacy Policy shall take precedence for data privacy and security provisions).

    9. Force Majeure Except with respect to Customer’s payment obligations hereunder, a party is not liable under this Agreement for non-performance caused by events or conditions beyond that party’s control (each, a “Force Majeure Event”) if the party makes reasonable efforts to perform. Either party may terminate this Agreement on written notice to the other party if the Force Majeure Event continues more than 60 days.