{Last Updated: 15th Aug, 2021}

These Terms of Service (the “Terms”) governs how you (“Customer”) may use the Software-as-a-Service products and other services offered by Kreesalis Tech Lab Pvt. Ltd. (“Company”), a company incorporated under the laws of India, and having its registered office at 1A-002, Divyasree Elan, Sarjapur Road, Bengaluru – 560035, Karnataka, India and its affiliates. Customer and Company are each a “Party” and collectively the “Parties”.

By registering or using our Services you agree to be bound by the Terms. If you are using the Services or the Websites on behalf of an organisation, you are agreeing to the Terms for that organisation (in which event, “you”, “your” or “Customer” will refer to that organisation) and representing to the Company that you have the authority to bind that organisation to the Terms unless that organisation has a separate written contract in effect with us (an “Agreement”), in which event the terms of the Agreement will govern your use of the Services; provided that if there is any conflict between the Terms and an Agreement, the provisions of the Agreement shall prevail. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.

If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at policy@kreesalis.com

Definitions

1. “Platform” shall mean the website, dashboard, the Kreesalis iOS and Android Mobile libraries, and any other platform which may allow you to access and/or use the Kreesalis Services via any other device/medium;
2. “Company,” “we,” “us,” or “our” includes any other companies that are the Company’s subsidiaries and affiliates.
3. “Kreesalis Content” means and includes all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets, Documentation, Report Templates, Kreesalis Code, and other technologies and information acquired, created, developed or licensed independently by us, prior to or outside the scope of this Terms and any improvement, modification, extension or other derivative works thereof and all intellectual property rights thereto. Kreesalis Content excludes all Customer Data;
4. “Customer Data” means all electronic data, information, or other content (including information pertaining to End-Users and the content of any Messages), submitted or provided by or on behalf of a Customer to be stored, collected or processed by us in connection with a Customer’s authorised use of the Kreesalis Services;
5. “Data Point” or “Event” means a session start, session end, custom event, purchase recorded, or any other custom recording (a billable event) on the Kreesalis Service. For the sake of clarity, data and events automatically collected by the Kreesalis Services including, for example, push tokens, device information, location data and all campaign engagement tracking events, such as email opens and push notification clicks, are not counted as Data Points
6. “Documentation” means the implementation guides, help information and other user documentation regarding the Kreesalis Service that is provided or made available by us to a Customer in electronic or other form;
7. “End User” means any user of the Customer’s platforms, goods, services, or applications;
8. “Message” means any communication made by a Customer with an End-User via the Kreesalis Services, whether by email, SMS, push notification, web push notification, on-site notification, or in-app notifications;
9. “Monthly Active Users” or “MAU” shall mean the number of End-Users who have recorded any Data Point or Event on a Customer application/website, during the relevant billing period
10. “Report Template” means the content, formatting, look and feel of the templates used for the reports, charts, graphs and other presentation in which the Customer Data (whether in the form of raw data or in an analysed format) are provided to the Customer (whether on a Platform or as exported data). It is hereby clarified that any and all data contained in any Report Templates provided by us shall fall within the purview of Customer Data, and Kreesalis shall have no title, rights, ownership or obligations with respect to the same;
11. “Kreesalis Libraries” or “Kreesalis Code” shall mean the code developed, owned, maintained and provided by us, and to be installed on our Customers’ websites and mobile applications for the purposes of accessing and using the Kreesalis Services;
12. “You” or “Customer” shall mean any customer of Kreesalis, or his/her representatives or affiliates who are permitted to use the Kreesalis Services;

Updation of Terms

We may, in our sole discretion, modify & update the Terms of Service via email or by posting notice on any part of the Services or the on Website. The “Last Updated” date at the top the Terms indicates when the latest modifications were made to the Terms. By continuing to access and use the Service, you agree to any such modifications. In addition, when using particolar services or features, you may be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to the Privacy Policy as noted below. All such guidelines or policies are hereby incorporated by reference into these Terms.

Service(s) provided to Customers

Access to Services.

Customer will purchase and Kreesalis will provide the specific Services as specified in the applicable Subscription Plan. Customer may access and use these Services during the Subscription Period (as defined below) solely for its own use and in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Plan.

Permitted Users

In General. Use of and access to the Services is permitted by and only by employees, Contractors and Affiliates (defined below) of the Customer (“Permitted Users”). Customer has the ability to create as many accounts for Permitted Users as it requires. Kreesalis does not restrict the number of Permitted Users on its platform. Customer will ensure that all Permitted Users keep their user ID and password information strictly confidential and not share such information with any unauthorised person. User IDs are intended to be granted to individual, named persons (not roles or groups), and may not be shared. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords.

Contractors and Affiliates. Customer may permit individuals serving as its independent contractors and consoltants who are not competitors of Kreesalis (“Contractors”) and individual employees, Contractors, or consoltants of Affiliates (as defined below) to serve as Permitted Users, provided Customer remains responsible for compliance by each such Contractor or Affiliate Permitted User with all of the terms and conditions of this Agreement and any such use of the Services by such Contractor or Affiliate Permitted User is for the sole benefit of Customer. Use of the Services by Permitted Users of Affiliates, Contractors and Customer in the aggregate must be within the restrictions in the applicable Subscription Plan. “Affiliate” means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

General Restrictions.

Customer will not (and will not permit any third party to): (a) rent, lease, provide access to, resell, or sublicense the Services to a third party or provide the Services to a third party as a managed service; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Kreesalis); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

Trial Subscriptions.

If Customer receives free access or a trial or evaluation subscription to Services (“Trial Subscription”), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period granted by Kreesalis (the “Trial Period”). Trial Subscriptions are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Services. Certain Trial Subscriptions may include pre-release and beta services or components (“Beta Releases”). Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription. If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period. Kreesalis has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Kreesalis WILL HAVE NO WARRANTY, INDEMNITY, DATA ARCHIVING, SERVICE LEVEL, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS, AND IF CUSTOMER HAS A TRIAL SUBSCRIPTION, IT WAIVES ALL CLAIMS (defined above) AGAINST Kreesalis ARISING OUT OF THE TRIAL SUBSCRIPTION, THE USE OF THE SERVICE, AND THIS AGREEMENT.

Privacy Practices.

Kreesalis’s privacy practices regarding Personal Information stored using the Services are governed by the then-current version of the Kreesalis privacy policy (“Privacy Policy”) posted at https://www.kreesalis.com/privacy-policy/ as it is amended from time to time, and which is incorporated by reference herein.

Registration and Account Integrity

As part of the registration process, you will need to accept our Terms and Privacy Policy, and also provide us with your name (or the name of your organisation/company) and your email ID. You will be required to create a password in order to secure and limit access to your account. We do not have access to and do not at any time request you to provide us with access to your password, unless you have given us explicit written permission to access your account pursuant to a request for assistance or support.

It is Your responsibility to ensure that the information You provide is accurate, secure, and not misleading. You cannot create an account username and password using (i) the names and information of another person; or (ii) using words that are the trademarks or the property of another party (including ours); or (iii) words that are volgar, obscene or in any other way inappropriate. At the time of creation and each time you access your account thereafter, we track your IP address solely for the purposes of determining the geographical location from which you are accessing the Platform.

Use of Your Information and Content

All Customer Data that you create, transmit, transfer to us, submit, display or otherwise make available while using the Kreesalis Services, shoold only be information that You own or have the right to use or share (as may be applicable). If you transfer any End-User information or data to us (including any End-User PII), we will assume that you have informed the End-User and procured the necessary consent for such transferring, sharing, processing and/or using the information in the way envisaged under the Kreesalis Services (including for the purposes of sending Messages). Such End-User information may include:

1. Location data;
2. Device details and status (used by the End-User to access your application and/or website);
3. Session information;
4. Acquisition details;
5. End-User activity like email opens, clicks, items viewed, items purchased etc. and any other activity that you track as per your business use cases;
6. End-User details like name, email ID, phone number, gender, etc. and any other attributes specific to the business like Total Purchases, Order status etc.

We may use the above information for as long as your account is active and in use, and only as specified/permitted by our Privacy Policy and by applicable law. For example, we will never share personally identifiable information pertaining to You or your End-Users, without the relevant prior explicit disclosure and permission.

While we make commercially reasonable efforts to ensure that the data stored on our servers is persistent and always available to our Customers, we will not be responsible in the event of failure of the third-party servers or any other factors outside our reasonable control, that may cause the Customer Data to be permanently deleted, irretrievable, or temporarily inaccessible.

Third Party Services

All transactions using Kreesalis’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Kreesalis is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Kreesalis shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You shoold make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Shoold you have any problems resolting from your use of any third party services, or shoold you suffer data loss or other losses as a resolt of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct resolt of our breaches.

Roles and Conduct

As a condition of use, You promise not to use the service for any purpose that is prohibited by the Terms, by law, or other roles or policies implemented by us from time to time. The Kreesalis Service and Kreesalis Data is provided only for Your own personal, non-commercial use.

By way of example, and not as a limitation, You shall not (and shall not permit any third party to) take any action that: (i) woold constitute a violation of any applicable law, role or regolation; (ii) infringes on any intellectual property or other right of any other person or entity; (iii) is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudolent, invasive of another’s privacy, tortuous, obscene, offensive, or profane; or (iv) impersonates any person or entity

Furthermore, You shall not (directly or indirectly): (i) take any action that imposes or may impose an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the services; (iii) bypass any measures we may use to prevent or restrict access to the Kreesalis Service (or parts thereof); (iv) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform, except to the limited extent applicable laws specifically prohibit such restriction; (v) modify, translate, or otherwise create derivative works of any part of the Kreesalis Services or the Platform; or (vi) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that You receive hereunder.

Subscription Plans, Fees & Payment

You may elect one of the following subscription plans and billing options:

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be one month and will automatically renew unless you cancel your Monthly Subscription Plan in accordance with these Terms at least three (3) business days prior to the renewal date. You will be billed monthly for the Monthly Subscription Plan on or about the same day each month until such time that you cancel your Monthly Subscription Plan.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be one year and will automatically renew each year on the anniversary of your Annual Subscription Plan unless you cancel your Annual Subscription Plan in accordance with these Terms at least ten (10) days prior to your renewal date. You will be billed annually for the Annual Subscription Plan on or about the same day each year until such time that you cancel your Annual Subscription Plan. For the avoidance of doubt, please note, you will not be permitted to cancel, reduce the number of seats, or downgrade the Kreesalis Service you have selected until the anniversary of your Annual Subscription Plan. There will be no refunds for Annual Subscription Plan payments. Please be certain you are committing to a one (1) year period if you select the Annual Subscription Plan. If you are not certain, we recommend choosing the Monthly Subscription Plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

Fees and Payment.

All fees are as set forth in the applicable Subscription Plan and will be subject to the applicable payment terms. Except as expressly set forth anywhere in this Agreement, all fees are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Kreesalis. Customer must make all payments of Fees without any setoffs, withholdings, or deduction of any kind. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

Suspension of Service.

In addition to any of Kreesalis’s other rights or remedies (including but not limited to any termination rights), Kreesalis reserves the right to suspend Customer’s access to the Services if: (i) Customer’s account is thirty (30) days or more overdue; (ii) Kreesalis determines that Customer has breached Section 2.3 (General Restrictions) or Section 3.3 (Customer Obligations); or (iii) Kreesalis determines that suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Services. Kreesalis will have no liability for taking action as permitted above in this section. However, unless this Agreement has been terminated, Kreesalis will cooperate with Customer to restore access to the Services once it satisfies that Customer has resolved the condition requiring suspension.

Content Ownership and Copyright Conditions of Access

Kreesalis does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported at legal@Kreesalis.com We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement is:

Attn: Legal Cell
Kreesalis Tech Lab Pvt. Ltd.,
1A-002, Divyasree Elan
Sarjapur Road
Bangalore, Karnataka, India 560065
Phone: +91-7350003212
email: legal@kreesalis.com
Intellectual Property Notices

All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © Kreesalis , and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.

Kreesalis and the Kreesalis logo are including without limitation, either trademarks, service marks or registered trademarks of Kreesalis, Inc., and may not be copied, imitated, or used, in whole or in part, without Kreesalis’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

Kreesalis may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

Reviews and Feedback

You agree that we may contact You through telephone, email, SMS, or any other electronic means of communication for the purpose of:

1. Obtaining feedback in relation to Platform or Kreesalis; and/or
2. Resolving any complaints, information, or queries received from you regarding the same;

and you agree to provide your follest cooperation further to such communication by Company.

Rights and Obligation relating to the Content

You are prohibited from:

1. Exceeding the authorised number of MAU, or your allotted monthly Event volume (as may be specified/decided in accordance with the fee plan chosen by you);
2. violating or attempting to violate the integrity or security of the Platform or any content thereof;
3. transmitting any information (including messages and hyperlinks) on or through the Platform that is disruptive or competitive to the provision of our services;
4. intentionally submitting on the Platform any incomplete, false or inaccurate information;
5. using any engine, software, tool, agent or other device or mechanism (such as spiders, robots etc.) to navigate or search the Platform;
6. attempting to decipher, decompile, disassemble or reverse engineer any part of the Platform;
7. copying or duplicating in any manner any of the Kreesalis Content or other information available from the Platform;
8. circumventing or disabling any digital rights management, usage roles, or other security features of the Platform.

The Company shall, upon obtaining knowledge by itself or been brought to actual knowledge in writing or through email about any breach of the above conditions, may temporarily suspend/delete your account, impose penalties, or take any other actions that the Company may deem fit. We shall also be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes or as may be required by applicable law.

In case of non-compliance with any applicable laws, roles or regolations, or this Terms/Privacy Policy by a Customer, we shall have the right to immediately terminate Your access or usage rights to the Platform and to remove non-compliant information from the same.

Support

The Services shall be subject to the Service Level and Technical Support as agreed, if any, under respective Subscription Plan. Kreesalis does not provide any assurances as to functioning or service levels of Customer Property or to Customer End User. Customer acknowledges that Kreesalis does not provide support to Customer End Users in any manner whatsoever.

The Company reserves the right to suspend or terminate Your access to the Platform and the services with or without notice and to exercise any other remedy available under law, in cases where,

1. You are in breach of any terms and conditions of this Terms;
2. The Company is unable to verify or authenticate any information provided to Company by You;
3. The Company has reasonable grounds for suspecting any illegal, fraudolent or abusive activity on your part; or

Once temporarily suspended, indefinitely suspended or terminated, You may not continue to use the Platform under the same account, a different account or re-register under a new account. The Company shall destroy and/or delete all the data and other information related to your account within 14 days of the date of termination. All provisions of the Terms, which by their nature shoold survive termination, shall survive termination, including without limitation, warranty disclaimers, indemnity and limitations of liability.

Disclaimer

THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTIColAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SPONSORS AND PARTNERS DO NOT WARRANT THAT: (A) THE KREESALIS SERVICES AND THE PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTIColAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFol COMPONENTS; OR (D) THE RESolTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE PLATFORM AND THE SERVICES IS SOLELY AT YOUR OWN RISK.

Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates/subsidiaries/joint venture partners and each of its, and its affiliates’/subsidiaries/JV partners’ employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) Your use or misuse of, or access to, the Platform and Kreesalis; or (ii) Your violation of the Terms of Use or any applicable law, contract, policy, regolation or other obligation. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in connection therewith.

Limitation of Liability

To the follest extent permitted by law, in no event will Kreesalis , its affiliates, officers, employees, agents, suppliers or licensors be liable for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise, even if Kreesalis has been advised as to the possibility of such damages. To the maximum extent permitted by applicable law, the aggregate liability of Kreesalis and its affiliates, officers, employees, agents, suppliers or licensors, relating to the services will be limited to the greater of an amount equal to three months of your service fee for the service (if any) or five dollars ($5.00). The limitations and exclusions also apply if this remedy does not folly compensate you for any losses or fails of its essential purpose. Some jurisdictions do not allow the limitation of incidental, consequential or other damages. In such an event this limitation will not apply to you to the extent prohibited by law.

Governing Law

You are contracting with Kreesalis Tech Lab Pvt Ltd with an address at 1A-002, Divyasree Elan, Sarjapur Road, Bangalore India 560065. The laws of the State of Karnataka, India govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding customer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in India, or, if you live outside India, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Bangalore, Karnataka, India for all disputes arising out of or relating to these Terms. Kreesalis may assign this contract to another entity at any time with or without notice to you.

Notices

While the parties may communicate by any means in the performance of this Agreement, any notice of termination or other legal notice to a party shall be in writing and sent to the address of such party above (or any successor address designated by a notice hereunder) by either (i) nationally-known courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt or (ii) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Email notices are effective only if the sender receives confirmation of receipt from the recipient.

Confidential Information

“Confidential Information” or “CI” shall mean non-public confidential or other proprietary information that is disclosed by one party (the “Disclosing Party” with respect to such information) to the other party (the “Receiving Party” with respect to such information) under this Agreement or is obtained by the Receiving Party in connection with its dealings with the Disclosing Party.

CI includes, without limitation, hardware and software designs and code; research; inventions; processes; schematics; drawings; product or service specifications and documentation; technical data; business, service, and product plans; marketing plans; forecasts; information about potential customers or vendors; customer or vendor lists; pricing information; other financial and sales information; and other confidential business information. CI also includes any information disclosed by a Disclosing Party to a Receiving Party that is considered to be confidential information in a nondisclosure agreement with a third party after the Receiving Party is notified of such non-disclosure agreement.

CI shall not include information that: (i) is in the Receiving Party’s possession without restrictions of confidentiality prior to receipt from the Disclosing Party, (ii) is or becomes public knowledge other than due to disclosure by the Receiving Party, (iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party, if such development was accomplished without the use of the Disclosing Party’s CI.

The Receiving Party shall (i) not disclose to any third party any portion of the CI it receives from the Disclosing Party without the prior written consent of the Disclosing Party; (ii) not use or exploit the CI in any way except for the purpose of internal review of the CI to evaluate the Transaction, to perform the agreement embodying the Transaction, or as otherwise specifically licensed by the Disclosing Party; (iii) promptly return or destroy, at the Disclosing Party’s option, all materials and documentation comprising or containing the CI received from the Disclosing Party in accordance with Section 3 upon completion of the review or use, or upon request of the Disclosing Party; (iv) take all reasonably necessary precautions to protect the confidentiality of the CI received hereunder and exercise at least the same degree of care in safeguarding the CI as the Receiving Party woold with its own confidential information, but in no event less than a reasonable degree of care; (v) disclose CI to employees or Representatives (as defined below) only if they have a need to know the CI; (vi) cause its employees or Representatives who receive access to CI to abide by the restrictions and terms of this Agreement; and (vii) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the CI.

“Representative” means an agent, attorney, accountant, financial advisor, contractor, or other representative of the Receiving Party outside the Receiving Party’s organization. The Receiving Party shall not disclose any CI of the Disclosing Party to a Representative of the Receiving Party unless the Representative is either (i) subject to a written confidentiality agreement between the Receiving Party and the Representative obligating the Representative to maintain such CI in confidence, or (ii) otherwise subject to fiduciary obligations of confidentiality under applicable law that woold require the confidential treatment of the CI.

If the Receiving Party is required by a government body, court of competent jurisdiction, or judicial or administrative process to disclose any of the Disclosing Party’s CI, the Receiving Party shall give the Disclosing Party reasonable advance notice so that the Disclosing Party may contest the disclosure or seek a protective order. Provided such notice is given, no such disclosure shall constitute a breach of this Agreement.

The Receiving Party acknowledges that breach of this Section 12 will cause irreparable harm to the Disclosing Party that is inadequately compensable in damages. Accordingly, the Receiving Party hereby acknowledges that the Disclosing Party is entitled to seek the issuance of any injunctive relief or the enforcement of other equitable remedies against it in any suit by the Disclosing Party to compel performance of any of the terms of this Section 12.

Miscellaneous

1. Severability; entire agreement
   These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
2. Assignment and transfer
   We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.
3. Independent contractors; No third-party beneficiaries
   Kreesalis and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
4. Claims
   Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you coold first bring the claim, unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.
5. Waiver
   The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in foll force and effect.
6. Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay money) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party (each, a “Force Majeure Event”), such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or data or telecommunications networks or services.