Terms And
Conditions

Welcome to Abacasys

These terms and conditions outline the rules and regulations for the use of Abacasys. By accessing this software we assume you accept these terms and conditions. Do not continue to use ABACA DIGITAL AIM if you do not agree to take all of the terms and conditions stated on this page. Our Terms and Conditions were created with the help of the Terms And Conditions Generator and the Free Terms & Conditions Generator. The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of the provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization, and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Cookies

We employ the use of cookies. By accessing ABACA DIGITAL AIM, you agreed to use cookies in agreement with the ABACA SYSTEM PVT Ltd’s Privacy Policy. Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website.

License

Unless otherwise stated, Abaca systems Pvt ltd and/or its licensors own the intellectual property rights for all material on ABACA DIGITAL AIM. All intellectual property rights are reserved. You must not:

• Republish material from Abaca DIGITAL AIM
• Sell, rent or sub-license without Approval from Abaca systems Pvt ltd
• Reproduce, duplicate or copy material from abacasys.com
• Redistribute content from Abacasys.com

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website/software. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly. We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Master Subscription Agreement

This agreement governs your acquisition and use of our services. If you register for a free trial for our services or for free services, the applicable provisions of this agreement will also govern that free trial or those free services. By accepting this agreement, by clicking a box indicating your acceptance; by executing an order form that references this agreement; or, for free services, by using such services, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality,o or for any other benchmarking or competitive purposes.

This Agreement was last updated on March 1, 2020. It is effective between You and Us as of the date of Your accepting this Agreement.

1. DEFINITIONS

“Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means ABACA services or functionality that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by ABACA from publicly available sources or third-party content providers and made available to You through the Services, Beta Services, or pursuant to an Order Form, as more fully described in the Documentation.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, timebombs and Trojanhorses.

“Order Form” means an ordering document or online order specifying- the Servicestobeprovided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements there to. By entering in to an Order For mhereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party here to.

“Free Services” means Services that ABACA makes available to You free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial and made available online by Us, including associated ABACA offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-ABACA Applications.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has beenprovisioned), and to whom You(or, when applicable, We at Your request) have supplieda user identification and password(for Services utilizing authentication). Users may include, forexample, Your employees, consultants, contractors and agents, and third parties with which You transact business.

“We,” “Us” or “Our” means the Abaca Software company (Whom You Are Contracting With, Notices,Governing Law and Jurisdiction).

“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement,andAffiliatesofthatcompanyorentitywhichhaveenteredintoOrderForms

“Your Data” means electronic data and information submitted by or for You to the Services, excluding Content and Non-ABACA Applications.

2. FREE TRIAL AND FREE SERVICES

2.1 Free Trial. If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or(b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE ENDOFTHE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.

NOT WITH STANDING SECTIONS 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS) AND 8.3 (INDEMNIFICATION BY US), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ABACA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD. WITHOUT LIMITING THE FOREGOING, ABACA AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET YOUR REQUIREMENTS,(B) YOURUSEOFTHESERVICESDURINGTHEFREETRIALPERIODWILL BE UNINTERRUPTED, AND TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ABACA AND IT SAFFILIATES FOR ANY DAMAGE SARISING OUT OF YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY YOU OF THIS AGREEMENT AND ANYOF YOUR INDEMNIFICATION OBLIGATION SHEREUNDER.

2.2 Free Services. ABACA may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2.2 (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation.Usage over these limits requires your purchase of additional resources or services. You agree that ABACA, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that ABACA will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law We will provide you a reasonable opportunity to retrieve Your Data.

NOTWITHSTANDING SECTIONS 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS) AND 8.3 (INDEMNIFICATION BY US), THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ABACA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECTTOTHEFREESERVICES. WITHOUTLIMITINGTHEFOREGOING, ABACAANDITSAFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENTTOABACAANDITSAFFILIATESFORANYDAMAGESARISINGOUTOFYOURUSEOFTHE FREE SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. OUR RESPONSIBILITIES

3.1 Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and any applicable Order Forms, (b) provide applicable ABACA standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, the act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-ABACA Application, or denial of service attack.

3.2 Beta Services. From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services at your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered“Services” under this Agreement, however, all restrictions, Our reservation of rights and Yourobligationsconcerningthe Services, and use of any related Non-ABACA Applicationsand Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Servicesatanytimein Oursolediscretionandmaynevermakethemgenerallyavailable. WewillhavenoliabilityforanyharmordamagearisingoutoforinconnectionwithaBetaService.

4. USEOFSERVICESANDCONTENT

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation

• (a) Purchased Services and access to Content are purchased as subscriptions
• (b) subscriptions for Purchased Servicesmaybeadded during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and
• (c) any added subscriptions will terminate on the same date as the underlyingsubscriptions.

PURCHASE APPLICABLE UPGRADED SERVICES,OR EXPORT SUCHDATA,BEFORE THE ENDOF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A accordance with Section 5.2(Invoicing and Payment).

4.2 Usage Limits.

Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified,

• (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users,
• (b) a User’s pass word may not be shared with any other individual, and
• (c) except as set for thin an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 5.2(Invoicing and Payment).

4.3 Your Responsibilities. You will

• (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms,
• (b) be responsible for the accuracy, quality and legality of Your Data, the means by which You acquired Your Data and Your use of Your Data with our Services
• (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use
• (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and
• (e) comply with terms of service of any Non-ABACA Applications with which You use ServicesorContent.

4.4 Usage Restrictions. You will not

• (a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order Form or the Documentation,
• (b) sell, resell, license, sub-license, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering,
• (c) use a Service or Non-ABACA Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
• (d) use a Service or Non-ABACA Application to store or transmit Malicious Code,
• (e) interfere with or disrupt the integrity or performance of any Service or third-partydatacontainedtherein,
• (f) attempttogainunauthorizedaccesstoany Serviceor Content or its related systems or networks,
• (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation,
• (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof,
• (i) copy Content except as permitted herein or in an Order Form or the Documentation,
• (j) frameormirroranypartofany Serviceor Content, otherthanframingon Yourown intranetsorotherwisefor Yourowninternalbusinesspurposesoraspermittedinthe Documentation, or
• (k) disassemble, reverse engineer, or de-compile a Service or Content, or access it to
  • (1) build a competitive product or service,
  • (2) build a product or service using similar ideas, features, functions or graphics of the Service,
  • (3) copy any ideas, features, functions or graphics of the Service or
  • (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,

• (i) fees are based on Services and Content subscriptions purchased and not actual usage,
• (ii) payment obligations are non cancelable and fees paid are non-refundable, and
• (iii) quantitiespurchasedcannotbedecreasedduringtherelevantsubscriptionterm.

5.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be made by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifyingUsofanychangestosuchinformation.

5.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies,

• (a) those charges may accrue late interest at the rate of 1.5% of the outstandingbalancepermonth, orthemaximumratepermittedbylaw, whicheverislower, and/or
• (b) We may condition future subscription renewals and Order Forms on payment terms shorter than thosespecifiedinSection5.2(InvoicingandPayment).

5.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose paymenthasbeendeclined, Wewillgive Youatleast10days’ priornoticethatYouraccountisoverdue, in accordance with Section 11.1. (Manner of Giving Notice) for billing notices, before suspending servicestoYou.

5.5 Payment Disputes. We will not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonablyandingoodfaithandarecooperatingdiligentlytoresolvethedispute.

5.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible forpaying all Taxes associatedwith Your purchases hereunder. If We have the legal obligation topayorcollect Taxesforwhich Youareresponsibleunderthis Section 5.6, Wewillinvoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorizedbytheappropriatetaxingauthority. Forclarity, Wearesolelyresponsiblefortaxes assessableagainstUsbasedonOurincome,propertyandemployees.

5.7 Future Functionality. Youagreethat Yourpurchasesarenotcontingentonthedeliveryof anyfuturefunctionalityorfeatures, ordependentonanyoralorwrittenpubliccommentsmade byUsregardingfuturefunctionalityorfeatures

6. PROPRIETARYRIGHTSANDLICENSES

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our Affiliates, Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are grantedtoYouhereunderotherthenasexpresslysetforthherein.

6.2 Access to and Use of Content. You have the right to access and use applicable Content subject to thetermsofapplicableOrderForms,thisAgreementandtheDocumentation.

6.3 License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, display and use anyNon-ABACA Applications and program code created by or for You using a Service or for use by You with the Services, and Your Data, eachasreasonablynecessaryfor Ustoprovide, andensureproperoperation of, our Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this AgreementinortoanyofYourData, Non-ABACA Application or such program code..

6.4 License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of our or Our Affiliates’ services.

CONFIDENTIALITY

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, thatisdesignatedasconfidentialorthatreasonablyshouldbeunderstoodtobeconfidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Informationofeachpartyincludesthetermsandconditionsofthis Agreementand all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, confidential Informationdoesnotincludeanyinformationthat

• (i) isorbecomesgenerally known to the public without breach of any obligation owed to the Disclosing Party,
• (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owedtothe Disclosing Party,
• (iii) isreceivedfromathirdpartywithoutbreachofanyobligationowed totheDisclosingParty,or(iv)wasindependentlydevelopedbytheReceivingParty.

7.2 The Receiving Partywillusethesamedegreeofcar

The Receiving Partywillusethesamedegreeofcare thatitusestoprotecttheconfidentialityof its own confidential information of like kind (but not less than reasonable care) to

• (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and
• (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractorswhoneedthataccessforpurposesconsistentwiththis Agreementandwhohavesigned confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-ABACA Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protectiveassetforthherein.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 OurWarranties.Wewarrantthatduringanapplicablesubscriptionterm

• (a) this Agreement, the Order Forms andthe Documentationwillaccuratelydescribetheapplicableadministrative, physical, and technicalsafeguardsforprotectionofthesecurity, confidentialityandintegrityof Your Data,
• (b) We will not materially decrease the overall security of the Services,
• (c) the Services will perform materially in accordance with the applicable Documentation, and
• (d) subject to the “Integration with Non-ABACA Applications” section above, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination”sectionsbelow.

8.3 Disclaimers.EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTYDISCLAIMSALLLIABILITYANDINDEMNIFICATIONOBLIGATIONSFORANYHARMOR DAMAGESCAUSEDBYANYTHIRD-PARTYHOSTINGPROVIDERS..

9. LIMITATIONOFLIABILITY

9.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HERE- UNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE“FEESANDPAYMENT”SECTIONABOVE.

9.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVEANYLIABILITY ARISING OUTOFORRELATED TOTHIS AGREEMENT FORANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10 TERMANDTERMINATION

10.1 Term of Agreement.. This Agreementcommencesonthedate Youfirstacceptitandcontinuesuntil allsubscriptionshereunderhaveexpiredorhavebeenterminated.

10.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as other- wise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by upto 7% above the applicablepricingin the priorterm, unless We provide Younotice ofdifferent pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal ofpromotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewalwithoutregardtothepriorterm’sper-unitpricing.

10.3 Termination. Apartymayterminatethis Agreementforcause

• (i) upon 30 dayswrittennoticetothe other party of a material breach if such breach remains uncured at the expiration of such period, or
• (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,receivership,liquidationorassignmentforthebenefitofcreditors.

10.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 10.3 (Termination), Wewillrefund Youanyprepaidfeescoveringtheremainderofthetermofall Order Formsaftertheeffectivedateoftermination. Ifthis Agreementisterminatedby Usinaccordance with Section 10.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior totheeffectivedateoftermination.

10.5 Your Data Portability and Deletion. Upon request by You made within 30 days after the effective dateofterminationorexpirationofthisAgreement,WewillmakeYourDataavailabletoYouforexportor download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

10.6 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Removal of Content and Non-ABACA Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

11. WHOMYOUARECONTRACTINGWITH,NOTICES,GOVERNINGLAWANDJURISDICTION

If you are Domiciled	If you are Contracting with:	Notices should be addressed to:	The governing law is:	The Courts having exclusive jurisdiction are:
INDIA	Abacasys Systems pvt Ltd.	4051 sector 46-D Chandigarh	republic of india	Chandigarh
USA	Abacasys Corporation	2395 Forsyth Ln, Aurora, Il, USA	USA	Chicago

11.1 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon

• (a) personal delivery,
• (b) the second business day after mailing, or
• (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shallclearlybeidentifiableas Legal Notices, thedayofsending byemail. BillingrelatednoticestoYouwill beaddressedtotherelevantbillingcontactdesignatedby You. Allothernoticesto Youwillbeaddressed totherelevantServicessystemadministratordesignatedbyYou.

11.2 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law abovewithoutregardtochoiceorconflictsoflawrules, andtotheexclusivejurisdictionoftheapplicable courtsabove.

11.3 No Agency. For the avoidance of doubt, We are entering intothis Agreement as principal and not as agent for any other Abaca Software company. Subject to any permitted Assignment under Section 12.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owedbyYouunderthisAgreementshallbeowedsolelytoUs.

12. GENERAL PROVISIONS

12.1 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restric- tion. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legalcompliance@abacasys.com.

12.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporane- ous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of anyprovisionofthis Agreementwillbeeffectiveunlessinwritingandsignedbythepartyagainst whom the

12.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operationoflawor otherwise, without the other party’s prior written consent (not to be unreason- ably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or under- goes a change of control in favor of, a direct competitor of the other party, then such other party mayterminatethis Agreementuponwrittennotice. Intheeventofsuchatermination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termina- tion. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employmentrelationshipbetweentheparties.

12.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement

Waiver. 12.6 No failure or delay by either party in exercising any right under this Agreementwillconstituteawaiverofthatright.

12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction tobe contrary to law, the provision will bedeemed null and void, and the remaining provisionsofthisAgree-mentwillremainineffect.