Prepami Learning Pvt Ltd Terms of Service. Effective day 28th Aug 2024
1. Introduction
These Terms of Service (“Terms of Service,” “Agreement”) governs your (“Customer,” “User,” “your,” or “you”) use of Prepami Learning Pvt Ltd’s Services. The Terms of Service is a legally binding agreement between the User and Prepami Learning Pvt Ltd, (“Prepami Learning Pvt Ltd”, “we”, “us”, or “our”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICE OFFERED BY Prepami Learning Pvt Ltd.
THIS AGREEMENT ALSO CONTAINS AN AUTO-RENEWAL CLAUSE. PLEASE REVIEW SECTION 8.1 TO UNDERSTAND THE COMPLETE EXTENT OF YOUR RIGHTS AND OBLIGATIONS UNDER THE AUTO-RENEWAL CLAUSE.
2. Acceptance of the Terms of Service
By creating an account on our website, located at Prepami Learning Pvt Ltd or its subdomains, or by executing one or more order forms that reference these terms, or by accessing or using the services in any manner, you agree to be bound by these terms of service (collectively, the “Agreement”), to the exclusion of all other terms. You represent and warrant that (a) you are of legal age to enter into this Agreement; (b) you have the authority to enter into this Agreement on behalf of yourself or the entity you represent; and (c) if you are entering into this Agreement on behalf of an entity, you have the authority to bind such entity and its affiliates to these terms. If you do not have such authority or do not agree to
the terms of this Agreement, you may not use or access the services in any manner. Acceptance of this Agreement is expressly limited to the terms as stated herein and constitutes a binding contract between you and Prepami Pvt Ltd.
3. Service & License
3.1 Services. Prepami Learning Pvt Ltd shall provide software services to the Customer, as outlined in the applicable Order Form (collectively, the “Services”). Subject to Prepami Pvt Ltd’s receipt of the applicable fees in accordance with the Order Form, Prepami Pvt Ltd shall use commercially reasonable efforts to make the Services available to the Customer, in compliance with the terms of this Agreement and the applicable Order Form.”
3.2 License to Prepami Learning Pvt Ltd Services. Prepami Learning Pvt Ltd hereby grants the Customer, for the Term (as defined under Section 8.1), a limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable right to access and use the Services. Any such use of the Services by Customer is authorized solely for Customer’s internal business and is subject to Customer’s compliance with any additional limitations and restrictions as may be specified under an applicable Order.
3.3 On-premises Deployment. For on-premises deployments of the Services via a Docker container or otherwise, as specified in the applicable Order Form, the Customer’s right to access and use the Services shall be limited to the duration specified in the Order Form. Unless otherwise agreed in writing, the Customer’s right to use the Services through such deployment shall be non-exclusive, non-sublicensable, non-transferable, and non-assignable. Upon the expiration of the applicable Service term, the Customer shall promptly destroy or permanently delete all Prepami Learning Pvt Ltd data from its premises and provide written confirmation of such destruction to Prepami Learning Pvt Ltd. For a period of one year following the expiration of the Service term, Prepami Learning Pvt Ltd shall have the right to inspect and audit the Customer’s servers for Prepami Learning Pvt Ltd usage data and to verify compliance with the terms of this Agreement. Any unauthorized use of additional licenses without prior payment shall constitute a material breach of this Agreement, which may be remedied only by the payment of applicable fees on a pro-rata basis. In the case of an on-premises deployment by an Prepami Learning Pvt Ltd Partner or Reseller, such Partner shall ensure that it has obtained appropriate rights from the End Customer to allow for Prepami Learning Pvt Ltd’s inspection and audit of the End Customer’s servers.
3.4 Order. For the purposes of this Agreement, an “Order Form” is defined as a written document, including but not limited to an online order form, that specifies the Services to be provided by Prepami Learning Pvt Ltd to the Customer and the applicable fees to be paid by the Customer. The Order Form may also include terms and conditions specific to the Services being provided. In the event of a conflict between the Order Form and the terms of this Agreement, the Order Form shall prevail.”
3.5 Trials. If Customer is accessing or making use of the Service on a trial basis or on an evaluation basis as identified in the corresponding Order (the “Trial“), Customer may use the Services during the Trial provided such use does not exceed the service levels set forth in the corresponding Order. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL IS PROVIDED ON AN “AS-IS” BASIS AND THE TRIAL IS PROVIDED WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES OR REPRESENTATION OF ANY KIND. Further, Trial may be subject to certain additional restrictions, limitations and differing terms all as specified in the corresponding Order. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, FOR PURPOSES OF A TRIAL, THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES.
3.6 No-fee Access. If Customer is accessing or making use of the Service on a no-fee basis (the “Limited Use“), Customer may use the Services during the Limited Use provided such use does not exceed the Service levels specified on the Prepami Learning Pvt Ltd website with respect to Limited Use. Customer acknowledges and agrees that the Limited Use is provided on an “as-is” basis, and the Limited Use is provided without any indemnification, support, or warranties or representation of any kind. Additionally, Customer acknowledges and agrees that Prepami Learning Pvt Ltd may terminate the Limited Use at any time and for any reason or modify the applicable terms by publishing a notice on the Prepami Learning Pvt Ltd website.
3.7 Support Services. Prepami Learning Pvt Ltd may, at its discretion, provide Support Services to the Customer, as outlined in the applicable Order Form. The Customer acknowledges that such Support Services may be subject to additional fees, as specified in the Order Form. If Support Services are to be provided, the details shall be set forth in the applicable Order Form.”
3.8 Service Suspensions. Prepami Learning Pvt Ltd may suspend Customer’s access to or use of the Services as follows: (a) immediately if Prepami Learning Pvt Ltd reasonably believes Customer’s use of the Services may pose a security risk to or may adversely impact the Services; (b) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, re-organization, liquidation, dissolution or similar proceeding; (c) following thirty (30) days written notice if Customer is in breach of this Agreement or any Order (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) Customer has failed to pay Prepami Learning Pvt Ltd the Fees with respect to the Services.
4. Restrictions & Reservations
4.1 Restrictions. The Customer shall use the Services in compliance with all applicable laws, including but not limited to data protection and privacy laws. The Customer agrees not to (and shall not allow any third party to): (a) remove or alter any proprietary notices or labels from the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Services or any software used to provide or make the Services available; or (c) rent, resell, or otherwise allow any third party access to or use of the Services.
4.2 Reservations. You acknowledge and agree that the Services are provided under license (as described under Section 3.2), and not sold to you. Except to the extent necessary to access and use the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Services whether expressly, by implication, estoppel or otherwise. Prepami Learning Pvt Ltd and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Proprietary Rights
5.1 Ownership. Prepami Learning Pvt Ltd retains all right, title, and interest in and to the Services, and any software, products, works, or other intellectual property created, used, provided, or made available by Prepami Learning Pvt Ltd under or in connection with the Services. Additionally, Prepami Learning Pvt Ltd owns the “Service Software,” which is embedded in the Services. For the purposes of this Agreement, “Service Software” is defined as any Prepami Learning Pvt Ltd or third-party software code, computer program, documentation, new versions, updates, enhancements, upgrades, revisions, modifications, or derivatives of the foregoing that Prepami Learning Pvt Ltd has embedded in the Services and is proprietary to Prepami Learning Pvt Ltd. Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable fees, Prepami Learning Pvt Ltd grants to the Customer a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to run the Service Software solely as necessary to make use of the Services.
5.2 Restrictions. Customer agrees that, it shall not: (a) exceed the scope of the licenses granted in Section 5.1; (b) make copies of the Service Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 3.2 and Section 5.1; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the Service Software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Service Software or copies thereof; or (g) combine or distribute any of the Service Software with any third party software that is licensed under terms that seek to require that any of the software (or any associated intellectual property rights) be provided in source code form (e.g., as “open source”), licensed to others to allow the creation or distribution of derivative works, or distributed without charge.
5.3 Feedback. Customer may from time to time provide suggestions, comments or other feedback to Prepami Learning Pvt Ltd with respect to the Services (“Help and Support“). Customer shall, and hereby does, grant to Prepami Learning Pvt Ltd a nonexclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
5.4 Disclaimer. Nothing in this Agreement will impair Prepami Learning Pvt Ltd’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
6. Data Privacy
6.1 Prepami Learning Pvt Ltd Privacy Policy. Prepami Learning Pvt Ltd’s current Privacy Policy is available at https://freekey.ai/privacy-policy (the “Privacy Policy”), which is incorporated herein by reference. Please review the Privacy Policy to learn about Prepami Learning Pvt Ltd’s information collection, usage and disclosure practices with respect to information collected by Prepami Learning Pvt Ltd through the Services.
6.2 Customer Data. Customer Data is, or shall be, and shall remain the property of the Customer. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Services. Customer, not Prepami Learning Pvt Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer hereby grants Prepami Learning Pvt Ltd a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free license to use, collect, transfer and process the Customer Data for the sole purpose of providing the Services to the Customer under the terms of the applicable Order and this Agreement.
6.3 Derived Data. Customer further understands and acknowledges that Prepami Learning Pvt Ltd may generate “Derived Data,” (as defined below) from the Customer Data. For the purposes of this Agreement, “Derived Data” means data submitted to, collected by, or generated by Prepami Learning Pvt Ltd from the Customer Data in connection with Customer’s use of the Services. Customer hereby agrees and understands that Prepami Learning Pvt Ltd may freely use Derived Data for its internal business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Prepami Learning Pvt Ltd’s products and services).
6.4 Customer Responsibility; Customer Data. Customer is solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Customer Data.
6.5 Prepami Learning Pvt Ltd’s Responsibility; Customer Data.Prepami Learning Pvt Ltd shall employ commercially reasonable measures to safeguard the security and integrity of the Services and all Customer Data under its control. Prepami Learning Pvt Ltd shall not be liable for any unauthorized access to Customer Data or unauthorized use of the Services, except where such access or use is attributable to Prepami Learning Pvt Ltd’s gross negligence or willful misconduct. The Customer shall be responsible for any use of the Services by individuals to whom the Customer has granted access, regardless of whether such use was authorized by the Customer. Prepami Learning Pvt Ltd reserves the right to retain Customer Data for up to thirty (30) days following the termination or expiration of the relevant Order. Thereafter, the Customer acknowledges and agrees that the Customer Data may be irretrievably deleted.
7. Fees, Orders, and Taxes
7.1 Fees. Customer shall pay to Prepami Learning Pvt Ltd the fees as set forth in each applicable Order(s) (collectively, the “Fees”). Customer acknowledges that it shall have no right to return the Services and that all Fees shall be non-refundable. If Prepami Learning Pvt Ltd is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees.
7.2 Additional Services. Customer may place Orders for additional Services or to extend the term of the existing Services by specifying such order details in an Order form agreed to in writing by the parties referencing the terms and conditions of this Agreement.
7.3 Taxes. In the event that Prepami Learning Pvt Ltd is legally obligated under applicable law to pay or collect taxes for which the Customer is responsible, including but not limited to sales, use, transfer, privilege, excise, and any other taxes and duties arising from the performance of the Services under this Agreement, such amounts shall be invoiced to and paid by the Customer. This is unless the Customer provides Prepami Learning Pvt Ltd with a valid tax exemption certificate issued by the appropriate taxing authority. All amounts payable to Prepami Learning Pvt Ltd under this Agreement shall be made without any set-off and without deduction for any taxes, levies, imposts, charges, withholdings, or duties of any nature, including but not limited to value-added tax, customs duty, and withholding tax, which may be levied or imposed.
8. Term and Termination
8.1 Term. The term of this Agreement shall commence on the “Effective Date” and unless terminated earlier according to this Section 8, will end on the last day of the term specified in a last Order (the “Term“). Effective Date is defined as the date the Customer enters into this Agreement, signs an Order, and/or starts using our Services under the Trial. Each Order will renew automatically at the end of the applicable term unless either party provides to the other advance written notice with respect to non-renewal prior to the end of the then current term.
8.2 Termination for Breach. This Agreement and the Orders hereunder may be terminated under the following conditions: (a) Either party may terminate the Agreement if the other party has materially breached the Agreement. Such termination may occur within thirty (30) calendar days following written notice of the breach if the breach is remediable, or immediately upon notice if the breach is not remediable; or (b) Prepami Learning Pvt Ltd may terminate the Agreement upon written notice to the Customer if the Customer (i) has made or attempted to make any assignment for the benefit of creditors or entered into any composition with creditors, or (ii) has had any action or proceedings under bankruptcy or insolvency laws initiated by or against it that have not been dismissed within sixty (60) days.
8.3 Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Service, and (ii) return all Prepami Learning Pvt Ltd Confidential Information, and Prepami Learning Pvt Ltd provided software, and other materials and information provided by Prepami Learning Pvt Ltd. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to termination. If the Agreement is terminated by Prepami Learning Pvt Ltd pursuant to Section 8.2 (a), Customer shall pay to Prepami Learning Pvt Ltd all of the Fees for the entire term set forth in the corresponding Order(s).
8.4 Survival. The following provisions will survive termination of this Agreement: Sections 5.1 (Ownership), 8.3 (Effect of Termination), Section 8.4 (Survival), Section 9 (Confidentiality), Section 10.1 (Indemnification by Customer), Section 12 (Limitation of Liability), Section 13 (Miscellaneous).
9. Confidentiality
During the term of this Agreement, either party may disclose to the other party materials and information that are confidential and/or proprietary (“Confidential Information”). Confidential Information includes all materials and information provided by the disclosing party that are identified at the time of disclosure as “Confidential” or bear a similar designation, as well as any other information that the receiving party reasonably should recognize as confidential to the disclosing party. This Agreement itself is considered Confidential Information, and all pricing terms are deemed Confidential Information of Prepami Learning Pvt Ltd.
The receiving party shall maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party shall use the Confidential Information solely for internal purposes as contemplated by this Agreement.
The obligations set forth in this Section shall not apply to information that: (a) becomes publicly available without breach of this Agreement, (b) is independently developed by the receiving party without reference to or use of the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was already in the receiving party’s lawful possession prior to the disclosure and was not obtained directly or indirectly from the disclosing party.
The receiving party may disclose Confidential Information as required by law or court order, provided that it gives the disclosing party prompt written notice of such requirement and makes reasonable efforts to limit the disclosure. Upon written request by the disclosing party, the receiving party shall return to the disclosing party all Confidential Information in its possession, including all copies and extracts thereof.
10. Indemnification
10.1 Indemnification by Customer. Customer will defend, indemnify, and hold Prepami Learning Pvt Ltd, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party’s intellectual property rights resulting from Customer Data or caused and contributed by the Customer.
10.2 Indemnification by Prepami Learning Pvt Ltd. Prepami Learning Pvt Ltd will defend, indemnify, and hold Customer harmless from and against any third party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from claims by a thirty party that Customer’s use of the Service directly infringes or misappropriation a third party’s intellectual property rights (an “Infringement Claim“). Notwithstanding any other provision in this Agreement, Prepami Learning Pvt Ltd shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any Customer Data with the Service; (b) the combination of any products or services, other than those provided by Prepami Learning Pvt Ltd to Customer under this Agreement, with the Service; or (c) non-discretionary designs or specifications provided to Prepami Learning Pvt Ltd by Customer that caused such Infringement Claim. Customer agrees to reimburse Prepami Learning Pvt Ltd for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.
10.3 Notice of Claim and Indemnity Procedure. In the event that a party (the “Indemnified Party”) seeks indemnity or reimbursement under this Section 10, the following conditions must be met:
(a) The Indemnified Party shall notify the indemnifying party in writing as soon as practicable, but no later than thirty (30) days after receiving such claim, and shall provide any additional information necessary for the indemnifying party to evaluate the claim.
(b) The Indemnified Party shall permit the indemnifying party to assume full control of the defense of the claim, including the retention of counsel of its own choosing. Upon assuming control of the defense and engaging its own counsel, the indemnifying party shall not be responsible for the fees and expenses of any additional counsel retained by the Indemnified Party.
The Indemnified Party shall cooperate with the indemnifying party in the defense of the claim. However, the indemnifying party shall not be obligated to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, or settlement liabilities related to a claim that the Indemnified Party settles voluntarily and without the prior written consent of the indemnifying party.
Subject to the maximum liability limits specified in Section 12, the provisions of this Section 10 represent the complete understanding of the parties regarding their respective liabilities under this Section 10, including but not limited to Infringement Claims (and related claims for breach of warranty), and outline each party’s sole obligation to indemnify and reimburse any Indemnified Party.
11. Warranty
11.1 Warranty. The Services, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable specifications will perform, in all material respects, the functions described in the Order (the “Specification“), during the term in the corresponding Order.
11.2 Exclusive Remedies. Customer shall report to Prepami Learning Pvt Ltd, pursuant to the notice provision of this Agreement, any breach of the warranty set forth in this Section 11. In the event of a breach of warranty by Prepami Learning Pvt Ltd under this Agreement, Customer’s sole and exclusive remedy, and Prepami Learning Pvt Ltd’s entire liability, shall be prompt correction of any material non-conformance in order to minimize any material adverse effect on Customer’s business.
11.3 Disclaimer of Warranty. Prepami Learning Pvt Ltd does not represent or warrant that the operation of the Service (or any portion thereof) will be uninterrupted or error free, or that the Service (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Prepami Learning Pvt Ltd, except as expressly specified in the applicable Specification. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, Prepami Learning Pvt Ltd MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SERVICES, OR THEIR CONDITION. Prepami Learning Pvt Ltd IS FURNISHING THE WARRANTY SET FORTH IN SECTION 11.1 IN LIEU OF, AND Prepami Learning Pvt Ltd HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
12. Limitations of Liability
12.1 Exclusion of Incidental and Consequential Damages. EXCEPT FOR BREACH OF SECTION 9 (“CONFIDENTIALITY”) OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES.
12.2 Cap on Monetary Liability. Prepami Learning Pvt Ltd’s AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
13. Miscellaneous
13.1 Compliance with Laws. Customer shall comply with all applicable laws and regulations in its use of any Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. Customer shall, at its own expense, defend, indemnify and hold harmless Prepami Learning Pvt Ltd from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys’ fees) incurred by Prepami Learning Pvt Ltd arising from any claim or assertion by any third party of violation of privacy laws or regulations by Customer or any of its agents, officers, directors or employees.
13.2 Assignment. Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Prepami Learning Pvt Ltd may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.
13.3 Force Majeure. Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure“). Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Service rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, either party may terminate this agreement by written notice to the other party.
13.4 Notice. All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.
13.5 Independent Contractor. Prepami Learning Pvt Ltd is an independent Contractor and both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have any authority of any kind to bind Prepami Learning Pvt Ltd.
13.6 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws in force in India, without regard to its conflict of law provisions. The courts in Hyderabad, India shall have exclusive jurisdiction to adjudicate disputes arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non-conveniens or otherwise.
13.7 Marketing. Customer hereby grants Prepami Learning Pvt Ltd the right to identify Customer as a Prepami Learning Pvt Ltd Customer, and use Customer’s name, mark and/or logo on Prepami Learning Pvt Ltd’s website and/or in Prepami Learning Pvt Ltd’s marketing materials in connection with the Customer’s use of the Service.
13.8 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between this Agreement and the Order document, the terms of this Agreement shall control, other than terms expressly modified in any Order with respect to such Order.