RESELLER PARTNER PROGRAM

GENERAL TERM AND CONDITIONS

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE AND WILL BECOME BINDING UPON THE PARTIES AS DESCRIBED BELOW.

These General Terms and Conditions for Reseller Partner Program (“Reseller Terms and Conditions”) set forth the general terms and conditions of appointment of Resellers (as defined below) by Service Lee Technologies Private Limited or by any of its subsidiaries or associate companies (each entity will be referred to as “Servify” and collectively as the “Servify Group”) for sale of the Device Protection Plan(s) (as defined below) to Eligible Customers (as defined below) in the Territory (as defined below). These Reseller Terms and Conditions are incorporated by way of reference in the Reseller Appointment Letter (as defined below) executed between Servify and you (either on behalf of yourself or the business you represent) (“you”), and upon execution of the Reseller Appointment Letter by you, you will be bound by these Reseller Terms and Conditions. For the purposes of these Reseller Terms and Conditions, where the context so requires, Servify and you will be collectively called“Parties” and individually as a “Party”.

These Reseller Terms and Conditions may be modified by Servify at any time without notice and any such modification will be effective immediately upon posting on the Servify Platform (as defined below). Upon execution of the Reseller Appointment Letter, you agree to periodically review the Reseller Terms and Conditions and be bound by any modifications or amendments thereto. In case of inconsistency between the terms and conditions of the Reseller Appointment Letter and the Reseller Terms and Conditions, the Reseller Terms and Conditions will prevail, unless specifically mentioned in the Reseller Appointment Letter.

Please contact the Help Desk (at legal@servify.in) in case you have any questions about these Reseller Terms and Conditions.
1. DEFINITIONS AND INTERPRETATION

    1.1:-For the purposes of these Reseller Terms and Conditions, in addition to the capitalized terms defined elsewhere in these Reseller Terms and Conditions, the following words and phrases when capitalized will have the following meanings:
      1.1.1:-“Affiliates”means entities that Control, are Controlled by, or are under Common control with, a Party;
      1.1.2:-“Applicable Law” means all applicable laws, statutes, legal enactments, acts of legislature or parliament, ordinances, , judgments, decrees, injunctions, writs, rules, bye-laws, regulations, notifications, circulars, guidelines, policies, directions, directives, demands conventions, interpretations, licenses, approvals, permits and orders of all Governmental Authorities and/ or departments of all relevant jurisdictions, including those of India and, if applicable, international treaties and regulations;
      1.1.3:-“Business Day” means a day, not being a Sunday or a public holiday, on which banks are open for business in the context of a payment being made to or from a scheduled commercial bank in India;
      1.1.4:-“Claims” mean any demand, action, notice, cause of action, damages expenses, settlement amounts, liabilities, suits, lawyer fees and any other claim of any nature;
      1.1.5:-“Confidential Information” means any information in oral or written form that is disclosed by receiving Party to the disclosing Party in connection with these Reseller Terms and Conditions, including but not limited to, past, present and future business and marketing plans, business concepts, financial, technical and commercial information and data, business concepts, personnel information, marketing, employee and customer information, including their Personal Information, information regarding strategic alliances, costs or pricing data or methods, financial forecasts and projections, technical data, schematics, analyses, ideas, methods, trade secrets, processes, know-how, computer programs, prototypes, designs, specifications, techniques, and drawings;
      1.1.6:-“Consent” means any permit, permission, license, approval, authorization, consent, clearance, waiver, no objection certificate or other authorization of whatever nature and by whatever name called which is required to be granted by the Government, OEM, the creditors or any other Person under Applicable Law;
      1.1.7:-“Control” or any derivative thereof (including “Controlled by” and “Controlling”) when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise; provided that, without limiting the generality of the foregoing, any Person which owns, directly or indirectly, securities representing more than 50% (fifty percent.) of the value or voting power of a corporation or more than 50% (fifty percent.) of the partnership, membership or other ownership interests (based upon value or vote) of any other Person will always be deemed to be in Control of such other Person;
      1.1.8:-“Device” refers to an OEM branded device manufactured, distributed, marketed or sold by OEM, including smartphones, laptops, smartphone accessories, smart watches, tablets and other digital device(s) as may be notified by Servify from time to time;
      1.1.9:-“Device Protection Plan(s)” means any or all of the following, as the context may require:
        1.1.9.1:-“Accidental Damage and Liquid Damage Plan” or “ADLD Plan” is a value-added service plan provided and sold by Servify/ OEM to the Eligible Customer for the Device. The ADLD Plan provides damage protection coverage for a period as per the terms of the ADLD Plan from the Device’s purchase date (from the date of purchase of Device by Eligible Customer as documented by proof of purchase) and covers unexpected liquid damage and physical damage to the Device. For a Device to be eligible for repair under the ADLD Plan, an Eligible Customer must: (I) submit the Device to the location specified by you or Servify as per the terms and conditions of the plan; and (II) provide a copy of the Eligible Customer’s proof of purchase of the Device, as required by Servify; and/or
        1.1.9.2:-“Extended Warranty Plan” or “EW Plan” is a value-added service plan provided and sold by Servify/OEM to the Eligible Customer for the Device. The EW Plan provides warranty coverage for a period of as per the terms of the EW Plan from the Device’s limited warranty expiration date and covers the manufacturing failures that are covered in the Device’s original limited warranty for handsets and non-removable batteries. For a Device to be eligible for repair under the EW Plan, an Eligible Customer must: (I) submit the Device to the location specified by you or Servify as per the terms and conditions of the plan; and (II) provide a copy of the Eligible Customer’s proof of purchase of the Device, as required by Servify; and/or
        1.1.9.3:-“Screen Damage Protection Plan” or “SDP Plan” is a value-added service plan provided and sold by Servify/OEM to the Eligible Customer for the Device. The SDP Plan provides screen damage protection coverage for a period as per the terms of the SDP Plan from the Device’s purchase date (from the date of purchase of Device by the Eligible Customer as documented by proof of purchase) and covers unexpected physical damage to the screen of the Device. For a Device to be eligible for repair under the SDP Plan, an Eligible Customer must: (I) submit the Device to the location specified by you or Servify as per the terms and conditions of the; and (II) provide a copy of the Eligible Customer’s proof of purchase of the Device, as required by Servify; and/or
        1.1.9.4:-“Combo Plan” is a value-added service plan provided by and sold by Servify/OEM to the Eligible Customer for the Device. The Combo Plan provides damage protection coverage for a period of 24 months from the date of purchase of the Device (from the date of purchase of Device by the Eligible Customers as documented by proof of purchase) and provides warranty coverage for a period of as per the terms of the Combo Plan from the Device’s limited warranty expiration date and covers the manufacturing failures that are covered in the Device’s original limited warranty. For a Device to be eligible for repair under the Combo Plan, an Eligible Customer must: (I) submit the Device to the location specified by Reseller or Servify as per the plan terms and conditions; and (II) provide a copy of the Eligible Customer’s proof of purchase of the Device, as required by Servify;
      1.1.10:-“Effective Date” will have the meaning assigned to it in the Reseller Appointment Letter;
      1.1.11:-“Eligible Customer” means any Person who is: (a) determined by you as eligible to buy Device Protection Plan(s) after inspecting that the Device is not damaged/defective and is in perfect working condition; (b) registered on the Servify Platform (either by you or by such Person as per the terms and conditions of the Device Protection Plan;
      1.1.12:-“Force Majeure Event” means any events beyond the reasonable control of the Parties, including but not limited to, acts of God, war, armed conflict, embargoes, pandemic, quarantine, government orders hostile attack, insurrections, terrorist activities, riot, sabotage, embargo, fire, flood, explosion, earthquake, typhoon, cyclone, super cyclone, epidemic, pandemic or other nature of calamity or strike but excludes any labour disputes, civil commotion, lockout or other labour disturbances;
      1.1.13:-“Governmental Authority” means any domestic or foreign multinational, national, regional, territorial, state or local government authority, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, agency, bureau, board, commission, department, court of judicial authority, arbitrator, tribunal or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing in any applicable jurisdiction, including a Tax authority and any recognized stock exchange;
      1.1.14:-“GST” means goods and services Tax as per the Goods and Services Tax Act, 2017 and related rules;
      1.1.15:-“INR” means Indian Rupee(s);
      1.1.16:-“Intellectual Property” includes without any limitation, patents, trademarks, trade names, service marks, domain names, copyrights, schematics, industrial models, inventions, knowhow, trade secrets, technology, technical information, computer software programs, source code, models, utility models, processes, designs, methodologies, engineering, technical drawings, quality inspection standards, specifications, developments and all other rights and forms of protection of a similar nature or having equivalent effect (including an application for the same), and other intangible proprietary information or similar rights in any country, whether registered or not and including all applications for such rights;
      1.1.17:-“OEM” means an original equipment manufacturer of a Device;
      1.1.18:-“Person” means any individual, proprietorship, partnership, unincorporated corporation, unincorporated association, body corporate, corporation, company, partnership, limited liability company, joint venture, Governmental Authority, trust or other entity or organization which may be treated as a person under Applicable Laws;
      1.1.19:-“Personal Information” means: (i) any information relating to an Eligible Customer in any form or medium; (ii) any information related to an Eligible Customer that is protected under applicable data protection law; or (iii) information that is not specifically about an identified or identifiable individual but, when combined with other information, may identify an individual. Personal Information may include names, an email address, a postal address, a telephone number, a network or hardware identifier, an identification number, an online identifier, a financial account number, credit report information, biometric information, geolocation information, and behavioural information;
      1.1.20:-“Reseller” means a retailer selling Device Purchase Plan(s) to Eligible Customers;
      1.1.21:- “Reseller Appointment Letter” means the reseller appointment letter issued by Servify to you to appoint you as a Reseller of the applicable Device Protection Plan(s) to Eligible Customers in the Territory and will set forth the payment and other commercial terms applicable to you as a Reseller and incorporates these Reseller Terms and Conditions by reference;
      1.1.22:-“Services” means the services provided by Servify to the Eligible Customers, including on-boarding of such Eligible Customers on the Servify Platform, activation of the Device Protection Plan(s), and managing the claims from those Eligible Customers under the Device Protection Plan(s) and associated customer services;
      1.1.23:-“Servify Platform” refers to a proprietary technology platform of Servify, including but not limited to, mobile application(s), web portals and API Kits developed by Servify and any other technology tools developed by Servify from time to time;
      1.1.24:-“Taxes” means all applicable tax laws, duties, levies, imports, charges, fees, levies or other assessments imposed or collected by any Governmental Authority; and
      1.1.25:- “Territory” means the territory specified in the Reseller Appointment Letter.
    1.2:-Unless the context of these Reseller Terms and Conditions otherwise requires:
      1.2.1:-words using the singular or plural number also include the plural or singular number, respectively;
      1.2.2:-words of any gender include each other gender;
      1.2.3:-whenever these Reseller Terms and Conditions refers to a number of days, such number will refer to calendar days unless otherwise specified;
      1.2.4:-headings and captions are used for convenience only and will not affect the interpretation of these Reseller Terms and Conditions;
      1.2.5:-the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this Reseller Terms and Conditions and not to any particular clause of these Reseller Terms and Conditions;
      1.2.6:-references to Clauses and sub-Clauses will be deemed to be a reference to the clauses and sub-clauses of these Reseller Terms and Conditions;
      1.2.7:-the word “including” herein will always mean “including, without limitation”;
      1.2.8:-any reference to any statute or statutory provision will include: (a) all subordinate legislation made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated); and (b) such statute or provision as may be amended, modified, re-enacted or consolidated;
      1.2.9:-any reference to an agreement, instrument or other document (including a reference to these Reseller Terms and Conditions) herein will be to such agreement, instrument or other document as amended, supplemented or novated pursuant to the terms thereof; and
      1.2.10:-time is of the essence in the performance of the Parties’ respective obligations; if any time period specified herein is extended, such extended time will also be of the essence.
2. Appointment and Scope of services

    2.1:-Upon execution of the Reseller Appointment Letter by you, you will be appointed as an independent and non-exclusive authorized Reseller to sell the Device Protection Plan(s) to the Eligible Customers in the Territory subject to the terms set forth in the Reseller Appointment Letter and these Reseller Terms and Conditions.
    2.2:-The sale of Device Protection Plan(s) to an Eligible Customer may be made either: (i) at the time of sale of Devices to Eligible Customers, or (ii) after the sale of Devices within the timelines specified by the OEM (as permitted under the relevant Device Protection Plan). In case of (ii), the sale of Device Protection Plan(s) must be made only after you verify that the Device of such Eligible Customer is not damaged and is in perfect working condition. Following such verification, you will be required to log in to the Servify Platform using the credentials assigned by Servify, update all the details of the Eligible Customer on the Servify Platform and create a request for creation and activation of the relevant Device Protection Plan for the Eligible Customer’s Device. Upon receipt of such request on the Servify Platform by you, Servify will activate the relevant Device Protection Plan for the Eligible Customer. Any sale of Device Protection Plan(s) without due verification of the condition Device as set forth in this Clause will result in the sale of Device Protection Plan becoming null and void and/or termination of your appointment as a Reseller and such termination will be in addition to any remedies that Servify may have against you under these Reseller Terms and Conditions, the Reseller Appointment Letter, Applicable Law or equity.
3. Margins and Payment terms

    3.1:-In lieu of sale of the Device Protection Plan(s) to Eligible Customers by you, you will be entitled to certain margin as per the applicable margin rates. The applicable margin and the modalities of payment of margin to you will be set forth in Reseller Appointment Letter. Servify has the sole discretion to modify the margin rates for its Resellers from time to time, and any revision to the margin rates will be communicated to you by Servify in writing and you will be bound by such revised margin rates communicated by Servify from time to time. The margin rates are inclusive of applicable taxes.
    3.2:-The price of the Device Protection Plan(s) will be determined by the relevant OEM and will be payable upfront by the Eligible Customer to you at the time of sale of the relevant Device Protection Plan(s). Unless otherwise specifically agreed in writing by Servify, the price of the Device Protection Plan(s) will include all the applicable taxes from time to time. You must issue valid tax invoice as per applicable Tax rules for the relevant Device Protection Plan(s) purchased by the Eligible Customers. All invoices raised by you in relation to sale of Device Protection Plan(s) to Eligible Customers must be in writing and stated in INR or other currency as applicable in the Territory. In the event that you fail to provide the invoice in the form and manner prescribed under applicable law, Servify will not be liable: (i) for any such non-compliances, and (ii) to make any payment of margin to you against such invoices.
    3.3:-You will be solely responsible for: (i) all compliances under applicable Tax laws in the Territory, including making correct classification and making payments of GST, cesses, interest, penalties or any other tax/ duty/ amount/ charge/ liability arising either out of laws/ regulations applicable in India (if applicable); and (ii) remit all applicable Taxes, including GST, to the applicable Government Authority as required by Applicable laws within the timelines prescribed as per Applicable Laws. Servify will not be liable for any Taxes that you are legally obligated to pay which are incurred or arise in connection with or related to the sales of Device Protection Plan(s) by you under this program.
    3.4:-In case any GST and/ or cess liability, interest, penalties or any other tax/ duty/ amount/ charge/ liability / professional costs related to litigation becomes payable by Servify or input tax credit is denied to Servify due to your failure to comply with Applicable Laws in India, you undertake to indemnify Servify for an amount equal to amount payable by Servify.
4. Obligations Of The Parties

    4.1:-Servify will provide:
      4.1.1:-the Device Protection Plan(s) for the Device(s) to the Eligible Customers as per the terms and conditions applicable to the respective Device Protection Plan(s) and the Services to the Eligible Customers;
      4.1.2:-your access to the Servify Platform to the extent required to register the Eligible Customers for activation of the Device Protection Plan(s); and
      4.2.3:-all necessary support and advice to you regarding the Device Protection Plan(s).
    4.2:-You will:
      4.2.1:-sell the Device Protection Plan(s) simultaneously along with the purchase of the relevant Device(s) by an Eligible Customer or after the sale of Devices within the timelines specified by the OEM. In the event any Device Protection Plan is sold to an Eligible Customer after the date of purchase of the Device (as permitted under the relevant Device Protection Plan), you may sell the Device Protection Plan to such Eligible Customer only after you duly examine that the Device is not damaged and is in good working condition. Any sale of Device Protection Plan(s) without due verification of the condition Device as set forth in this Clause will result in the sale of Device Protection Plan becoming null and void and/or termination of your appointment as a Reseller and such termination will be in addition to any remedies that Servify may have against you under these Reseller Terms and Conditions, the Reseller Appointment Letter, Applicable Law or equity. Further, any complaint by such Eligible Customers will be resolved by you.
      4.2.2:-declare all sales of the Device Protection Plan(s) to Eligible Customers (“Sales Data”) to Servify on a daily basis using the Servify Platform or by email or any other manner as may be notified by Servify. The Sales Data must contain details of sales, such as the IMEI/serial number of the Device, location of billing, date of billing, Device’s name, and such other information as may be required or communicated by Servify from time to time;
      4.2.2:-will comply with all Applicable Laws, including all Tax laws, in relation to your operations and for the performance of your obligations under these Reseller Terms and Conditions;
      4.2.2:-will, at your sole cost and expense, obtain and maintain all Consents necessary in connection with your performance of these Reseller Terms and Conditions, and will promptly notify Servify in writing in the event any Consent is revoked or has expired;
      4.2.2:-at your own costs, advertise, promote and sell the Device Protection Plan(s) to Eligible Customers, if required in your sole opinion;
      4.2.2:-ensure that it does not infringe the Intellectual Property Rights of any Third Party, including the OEMs;
      4.2.2:-not authorize or appoint any dealers, sub-resellers, agents, representatives, subcontractors, or other third parties to advertise, promote, resell, or distribute the Device Protection Plan(s) to the Eligible Customers; and
      4.2.2:-abide by the Anti-Corruption and Anti-Bribery Policy and Third Party Code of Conduct available at the following links: https://img.servify.in/servify/policy/servify-anti-corruption-and-anti-bribery-policy.pdf and https://img.servify.in/servify/policy/servify-third-party-code-of-conduct.pdf.
5. Representations And Warranties

    5.1:-You represent and warrant to Servify that:
      5.1.1:-you are duly organized, validly existing and in good standing under the laws of the jurisdiction of your formation/incorporation, if applicable, and have all requisite power and authority to execute and deliver, and to perform your obligations as set out under these Reseller Terms and Conditions and the Reseller Appointment Letter;
      5.1.2:-you have all legal power and authority to enter into the Reseller Appointment Letter and these Reseller Terms and Conditions and the execution, delivery and performance by you under the Reseller Appointment Letter and these Reseller Terms and Conditions have been duly authorized by all necessary corporate action, and do not and will not require any further Consents, or violate any provision of any law or breach any agreement presently in effect with respect to or binding on you;
      5.1.3:-the Reseller Appointment Letter these Reseller Terms and Conditions will constitute your legal, valid and binding obligation enforceable against you;
      5.1.4:-your entry into and performance of the Reseller Appointment Letter and these Reseller Terms and Conditions and the transactions contemplated by the Reseller Appointment Letter and these Reseller Terms and Conditions do not and will not conflict with or result in a breach of: (a) any law, judgment or regulation or any official or judicial order; (b) your constitutional documents, if applicable; or (c) any agreement or document to which you are a party or which is binding upon you or any of your assets or revenues, nor cause any limitation placed on it or the powers of your directors or members to be exceeded or result in the creation or imposition of any security interest on any of your assets pursuant to the provisions of any such document or agreement;
      5.1.5:-no consent of, giving of notice to, or registration with, or taking of any other action in respect of, any Governmental Authority in any relevant jurisdiction or any of your shareholders or creditors is required for or in connection with the execution, validity, delivery of the Reseller Appointment Letter and admissibility in evidence in any proceedings, or the carrying out by it of any of the transactions contemplated in these Reseller Terms and Conditions and the Reseller Appointment Letter, provided that if any of such approvals as aforesaid are necessary for the execution, delivery and performance by you under the Reseller Appointment Letter and these Reseller Terms and Conditions have been obtained and are in full force and effect; and
      5.1.6:-there are no pending or threatened action or proceeding affecting you before any court, tribunal, governmental authority or arbitrator, which, if adversely determined, could reasonably be expected to materially adversely affect your ability to perform your obligations under, or which purports to affect the legality, validity or enforceability of, the Reseller Appointment Letter and these Reseller Terms and Conditions.
6. Indemnification

You will defend, indemnify and hold harmless to the fullest extent Servify and its Affiliates and their respective directors, employees, consultants, customers (“Indemnified Parties”) from and against all Claims suffered or incurred by or awarded against Indemnified Parties in relation to, in connection with or arising out of: (i) breach of any of representation or warranty in these Reseller Terms and Conditions and/or the Reseller Appointment Letter by you; or (ii) any non-fulfilment of or failure to perform any covenant or obligation or agreement or undertaking contained in these Reseller Terms and Conditions and/or the Reseller Appointment Letter by you or (iii) any wilful misconduct or gross negligence to perform any covenant or obligation or agreement or undertaking contained in these Reseller Terms and Conditions and/or the Reseller Appointment Letter by you.

7. Intellectual Property Rights

    7.1:-You are granted a non-exclusive, non-transferable license by Servify to use the Servify Platform in order to sell the Device Protection Plans to Eligible Customers. All the Intellectual Property Rights of Servify (whether as an owner or a licensee thereof) as of the Effective Date or thereafter will remain the exclusive property of Servify. No rights, title or interest in the Intellectual Property Rights of Servify are granted to you, except the limited license to use the same as per the terms of these Reseller Terms and Conditions. You are not permitted to use the name, trademark and/or name of Servify or any of the entities of Servify Group without the prior written consent of Servify.
    7.2:-You are granted a non-exclusive, non-transferable license to use the name, trademark and/or name of any entity of Servify group only as permitted by Servify.
8. Confidentiality

    8.1:-Each Party (“Receiving Party”) will hold Confidential Information received from the other Party (“Disclosing Party”) in confidence and will not disclose, publish, or disseminate Confidential Information of the Disclosing Party to any third party. Receiving Party will use not less than the same degree of care to prevent disclosure of Confidential Information as it employs with respect to Receiving Party’s own confidential information of like importance in any event not less than reasonable care. Notwithstanding the other provisions of this Clause, Receiving Party may disclose Confidential Information to Disclosing Party’s respective directors, officers, employees, agents, with a need to know and who have agreed in writing to protect and preserve the confidentiality of such disclosure on terms no less restrictive than those contained herein. Confidential Information will be marked or identified at the time of disclosure as “Confidential” or similar legend. Any oral or visual disclosure of Confidential Information by Disclosing Party will be summarized in writing and transmitted to the Receiving Party within 10 (ten) days of the date of disclosure. Confidentiality obligations under this Reseller Terms and Conditions will remain in effect for 2 (two) years following the date of termination or expiration of the Reseller Appointment Letter, provided however, the Receiving Party’s confidentiality obligations in relation to Personal Information will continue till such the time that the Confidential Information pertaining to Personal Information ceases to remain confidential or proprietary as per Applicable Law.
    8.2:-Information disclosed will not be deemed to be Confidential Information which: (a) can be demonstrated to have been known to Receiving Party without the obligation of confidentiality towards such information prior to receipt from Disclosing Party; (b) is, or becomes, generally available to the public through no wrongful act of or breach of obligations by Receiving Party; (c) is received by Receiving Party from a third-party without similar restrictions towards confidentiality and without breach of the Reseller Appointment Letter and these Reseller Terms and Conditions; or (d) is independently developed by Receiving Party without the use of ,reliance on or reference to the Confidential Information disclosed hereunder. Receiving Party will bear the burden of proof in any dispute regarding the applicability of any exclusion.
    8.3:-Upon the termination or expiration of your appointment as a Reseller as set forth in the Reseller Appointment Letter, or at anytime, upon ten (10) calendar days written notice, you will, at the Servify’s sole option, either return all Confidential Information in the form of documents and other tangible property provided pursuant to the Reseller Appointment Letter and these Reseller Terms and Conditions, and all copies thereof, or provide Servify with a written assurance that all such information has been destroyed you.
    8.4:-All Confidential Information, including, but not limited to, patents or other Intellectual Property Rights, disclosed by Servify to you will remain the property of Servify. No license or other rights to Confidential Information disclosed by Servify to you, including, without any limitation whatsoever, any invention, discovery, or improvement made, conceived, or acquired, prior to or after the date of execution of the Reseller Appointment Letter, is granted or implied by the Reseller Appointment Letter and/or these Reseller Terms and Conditions. you will not include Confidential Information in any copyright registrations, patent applications, or similar registrations of ownership.
    8.5:-ALL CONFIDENTIAL INFORMATION DISCLOSED BY THE DISCLOSING PARTY TO THE RECEIVING PARTY, EXCEPT INFORMATION DISCLOSED WITHIN THE CONTEXT OF A SPECIFIC COOPERATION WHERE THE INFORMATION IS NECESSARY FOR THE RECEIVING PARTY TO FULFILL THE RECEIVING PARTY’S DUTIES UNDER THE RESELLER APPOINMENT LETTER AND THESE RESELLER TERMS AND CONDITIONS, IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, STATUTORY OR IMPLIED, AS TO ACCURACY, COMPLETENESS OR PERFORMANCE.
9. Term And Termination

    9.1:-These Reseller Terms and Conditions will come in to effect from the Effective Date and will continue to be in full force until expiration or termination of your appointment as a Reseller as specified in the Reseller Appointment Letter .In case of expiration or termination of your appointment as a Reseller in accordance with the Reseller Appointment Letter, all amounts and/or payments owed by either Party to the other Party will be immediately due and payable in accordance with the Reseller Appointment Letter and these Reseller Terms and Conditions.
    9.2:-Any termination of the Reseller Appointment Letter and these Reseller Terms and Conditions will be without prejudice to any other rights or remedies that Servify may be entitled to under the Reseller Appointment Letter, these Reseller Terms and Conditions and/or Applicable Law and will not affect any accrued rights or liabilities of Servify nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
    9.3:-In the event Servify has a cause to believe that you or any of your employee, consultant and/or agent has behaved unethically or unlawfully under, or in connection with the Reseller Appointment Letter and these Reseller Terms and Conditions, Servify will report such incidents to the OEM for their information and action. In addition to other rights Servify may have under these Reseller Terms and Conditions, the Reseller Appointment Letter and/or Applicable Law, Servify will also have the right to impose liquidated damages on you and/or terminate these Reseller Terms and Conditions at its discretion.
10. Data Privacy

    You will: (i) comply with all Applicable Laws regarding privacy, consent, confidentiality, data security, security breach notices and marketing communications methods; (ii) collect, process and use Personal Information of Eligible Customers only for the purpose of providing your services under the Reseller Appointment Letter and these Reseller Terms and Conditions; (iii) promptly notify Servify if you receive any request or inquiry or legally binding request for disclosure of Personal Information received from any Governmental Authority or from Eligible Customers, except to the extent you are prohibited from notifying Servify, or as directed by the Servify, unless required by Applicable Law; (iv) maintain a comprehensive information security program compliant with Applicable Law to ensure the confidentiality, integrity and availability of Personal Information and protect it from loss or unauthorized use, access, modification, disclosure, or destruction; (v) in the event of any unauthorized disclosure, access, use, loss, damage or destruction of Personal Information (“Data Breach”), you will immediately notify Servify, and the concerned Eligible Customer as required by Applicable Law, of any facts known to you regarding the Data Breach and cooperate fully with the Servify to limit and remediate the effects of the Data Breach; (vi) upon expiration or termination of your engagement as the Reseller, and upon request by Servify, you will return to Servify any Personal Information that you have received from Servify during the Term, within 30 days of expiration or termination. The obligations set out in this Clause will remain in force notwithstanding expiration or termination of your appointment as a Reseller.
11. Governing Law, Jurisdiction And Dispute Resolution

    11.1:-The Reseller Terms and Conditions, the Reseller Appointment Letter and their performance, validity, interpretation and implementation will be governed by and construed in all respects in accordance with the laws of India. Subject to Clauses 11.2 and 11.3 below, the Courts at Mumbai will have exclusive jurisdiction to deal with all matters arising out of these Reseller Terms and Conditions and the Reseller Appointment Letter.
    11.2:-In the event of a dispute, difference, claim or controversy relating to in connection with the interpretation or implementation of these Reseller Terms and Conditions and the Reseller Appointment Letter or the performance of any obligation thereunder (“Dispute”), the Parties will discuss in good faith to resolve the Dispute. In case the Dispute is not settled within 30 (thirty) calendar days from the date of commencement of discussions or such longer period as the Parties agree in writing, it will be referred to arbitration in accordance with the Clause 11.3 below.
    11.3:-All Disputes that have not been satisfactorily resolved under Clause 11.2 above will be finally referred, resolved and settled by arbitration. The arbitration will be conducted by 3 (three) arbitrators, with each Party being entitled to appoint 1 (one) arbitrator each, and the 2 (two) arbitrators appointed by the Parties will appoint the third arbitrator who will act as the chairman of the proceedings. If one of the Parties refuses to appoint an arbitrator within 30 (thirty) days of the date of the appointment of the arbitrator by the other Party, the first appointed arbitrator will be the sole arbitrator, provided the arbitrator was validly and properly appointment. The seat and venue of the arbitration will be in Mumbai. The arbitration proceedings will be governed by the (Indian) Arbitration and Conciliation Act, 1996. The arbitration proceedings will be conducted in the English language. The Panel will make an award in writing within 60 (Sixty) Business Days of the reference of the dispute to arbitration. Unless the arbitrator(s) award the costs, each Parties will bear their respective costs and expenses for the arbitration.
12. Force Majeure:
If you are, or will be, prevented from performing your obligations under these Reseller Terms and Conditions and the Reseller Appointment Letter due to a Force Majeure Event, then you will be required to send a written notice to Servify of such Force Majeure Event, specifying the obligations, the performance of which is, or will be, prevented by such Force Majeure Event. You must notify Servify in writing within 7 (seven) days after you became aware, or should have become aware, of the relevant event or circumstance constituting Force Majeure Event, the anticipated duration of the Force Majeure Event, and the steps being taken to remedy the failure. Upon giving the notice to Servify, you will, having given notice, be excused performance of such obligations under these Reseller Terms and Conditions and the Reseller Appointment Letter until such time as may be notified by Servify. You will, at all times, use all reasonable endeavours to minimize any delay in the performance of these Reseller Terms and Conditions and the Reseller Appointment Letter as a result of a Force Majeure Event. You must notify Servify in writing immediately once you cease to be affected by the Force Majeure Event. In the event the Force Majeure Event continues for beyond 90 days, Servify may, among other remedies, immediately terminate your appointment as a Reseller, without any liability on Servify. Notwithstanding the foregoing, Force Majeure Event will not apply to your payment obligations to Servify under these Reseller Terms and Conditions and the Reseller Appointment Letter.

13. NOTICES:
Any notice, demand, consent, request, approval, waiver or other communication made or to be given hereunder and the Reseller Appointment Letter (“Notice”) will be in English, in writing and will be deemed to be properly delivered or sent to the relevant Party at your last known address or email address set forth in the Reseller Appointment Agreement or registered in Servify records or to such other address as either party may specify in writing if delivered: (i) by hand, when delivered personally; (ii) email, upon receipt of such email by the recipient; or (iii) by a registered courier service, on the 5th (fifth) calendar day following posting or dispatch of such Notice.

14. Entire Agreement:
These Reseller Terms and Conditions together with the Reseller Appointment Letter, and their respective schedules and annexures contains the entire agreement between the Parties in relation to the terms of the matters contained therein, and will supersede and extinguish any previous drafts, agreements or understandings between the Parties (whether oral or in written) relating to the subject matter herein and will include all amendments executed by the Parties mutually in writing.

15. Amendments And Waivers: Any provision of these Reseller Terms and Conditions and/or the Reseller Appointment Letter may be amended or waived only by Servify in writing. No waiver by Servify of any term or condition of these Reseller Terms and Conditions and/or the Reseller Appointment Letter, in any one or more instances, will be deemed to be or construed as a waiver of the same or any other term or condition of these Reseller Terms and Conditions and/or the Reseller Appointment Letter on any future occasion.

16. Severability:
You agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. Any provision in the Reseller Appointment Letter and these Reseller Terms and Conditions, which is or may become prohibited or unenforceable in any jurisdiction, will as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Reseller Appointment Letter and these Reseller Terms and Conditions or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.

17. Assignment And Binding Provisions:
You cannot assign these Reseller Terms and Conditions and the Reseller Appointment Letter without the prior written consent of Servify. These Reseller Terms and Conditions and the Reseller Appointment Letter will be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, assigns, and all other successors-in-interest.

18. Non-Solicitation:
You undertake and agree that during the term of your appointment as a Reseller and for a period of 1 (one) year following the expiration or termination of your appointment as a Reseller, will not solicit employees and/or consultants. This provision does not prevent hiring based on responses by employees and/or consultants of either Parties to public advertisement in any media that are not specifically targeted at any Party’s employees.

19. Independent Contractors:
The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. These Reseller Terms and Conditions will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship between you and Servify.

20. Further Assurances:
You will, at any time and from time to time upon the written request of Servify, promptly and duly execute and deliver all such further instruments and documents and do or procure to be done all such acts or things, as may be reasonably deemed necessary or desirable in obtaining the full benefit of these Reseller Terms and Conditions and the Reseller Appointment Letter.

21. Remedies And Cumulative Rights:
You acknowledge and agree that the breach of any of your obligations these Reseller Terms and Conditions and/or the Reseller Appointment Letter will result in irreparable and continuing injury to Servify, which may not be fully compensated by monetary damages. As such and notwithstanding anything to the contrary contained herein, Servify is entitled to seek injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate) to prevent and restrain the breach of these Reseller Terms and Conditions and/or the Reseller Appointment Letter in seeking enforcement of any of your obligations. All remedies of Servify under the Reseller Terms and Conditions and/or the Reseller Appointment Letter, whether provided herein or conferred by statute, civil law, common law, and custom or trade usage, are cumulative and not alternative.

22. Survival Of Provisions:
Notwithstanding any other provision to the contrary herein, all provisions of the Reseller Terms and Conditions and the Reseller Appointment Letter capable of survival upon termination or expiration of the Reseller Terms and Conditions and the Reseller Appointment Letter, including Clause 1 (Definitions and Interpretation), Clause 5 (Representations and Warranties), Clause 6 (Indemnification), Clause 7 (Intellectual property Rights), Clause 8 (Confidentiality), Clause 9 (Term and Termination) 11 (Governing Law and Dispute Resolution) and Clause 13 (Notices) of these Reseller Terms and Conditions will survive the expiration or termination of these Reseller Terms and Conditions and the Reseller Appointment Letter for any reason whatsoever, and will bind the Parties following any expiration or termination of these Reseller Terms and Conditions and the Reseller Appointment Letter.

Last Updated: July 08, 2021