2.1 Commercial license grant. Subject to these terms, including payment of all applicable subscription fees, FR grants you a limited, personal, non-transferable, non-sub-licensable, internal license to use the service during the subscription term in accordance with the service tier (including, without limitation, the permitted number of users) for which you have subscribed, such subscription term and service tier as set forth in your then-current pricing agreement, quote(s) and/or order(s). The right to use the service is licensed, not sold. You may also use customer service-compatible application(s) with the service to the extent approved in writing by FR pursuant to your then-current pricing agreement, quote(s) and/or order(s).
2.2 Free version license grant. If you register for the free version of the service made available by FR, then, subject to these terms, FR grants you a limited, personal, non-transferable, non-sub-licensable, internal license to use a reduced-feature version of the service (the “free service”). You will not be entitled to receive any support from FR for your use of the free service. FR may terminate your use of the free service at any time in FR’s sole discretion and may accept or decline any request to use the free service in FR’s sole discretion. Any data you enter into the free service and any customizations you make to the free service will be permanently lost unless you purchase a paid subscription to the service. Your data cannot be exported from the free service. Notwithstanding any other provisions in these terms, access to and use of the free service is on an “as-is” basis without any representations, warranties and/or conditions of any kind. Additional terms and conditions applicable to the free service may appear on the applicable registration page for the free service. Any such additional terms and conditions are incorporated into these terms by reference.

2.3 User accounts. User accounts are for use by designated users and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the service.

2.4 Sandbox environment. As part of your commercial subscription to the service or your subscription to the free service, you will be given access to the sandbox environment. The service capabilities provided in the sandbox environment may be limited or restricted in FR’s sole discretion. Except for pre-existing development and interoperability documentation that FR makes generally available to service subscribers, FR does not provide any support for the use of the sandbox environment or any service APIs as part of FR’s standard commercial subscriptions for the service or as part of any subscription for the free service. You may purchase development-related support from FR as a professional service. Notwithstanding any other provisions in these terms, access to the sandbox environment is on an “as-is” basis without any representations, warranties or conditions of any kind.

2.5 Third-party services. You acknowledge and agree that the service may present links to third-party websites or third-party products or services not owned or operated by FR that present service offerings, advertisements, promotional materials or product offers from such third parties. FR is not responsible for the availability of these third-party websites or third-party services or any other products or services that may be offered via such websites and/or services. Your dealings with any third-party or purchase of any third-party products or services that you may have become aware of through the service are solely between you and such third party and the terms and conditions governing such dealing, products or services are those that you agreed with the applicable third party and FR is not a party to any such terms or conditions. You agree that FR is not responsible or liable for any loss or damage of any type incurred by you as the result of any dealings with any third parties or as the result of the presentation of such third parties or their products and/or services via the service.

2.6 Your affiliates. Your affiliates may procure subscriptions for the service subject to these terms. You shall cause each of your affiliates to comply with these terms to the full extent as if such affiliate were a party hereto, and any act or omission relating to these terms by any such affiliate shall be deemed an act or omission by you. In addition, each party may use one or more affiliates to perform its obligations under these terms, provided that such use shall not affect such party’s obligations pursuant to this agreement and any act or omission by such affiliate relating to these terms shall be deemed an act or omission of such party.

3.1 FARMREACH (FR) responsibilities. FR shall use commercially reasonable efforts to make the service available in accordance with the FR service level agreement, which may be found at https://www.pandoforce.com/terms.html except for (a) planned downtime, (b) any unavailability caused by circumstances beyond FR’s reasonable control, including without limitation, acts of god, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, internet service provider failures or delays or other force majeure events, or (c) any downtime caused by customer service-compatible applications(s). FR shall also provide support to you for the service in accordance with the FR service level agreement and the service tier purchased by you. FR does not warrant or support customer service-compatible application(s). FR is not responsible for any disclosure, modification or deletion of your data resulting from access to or use by you of any customer service-compatible application(s)..

3.2 Your responsibilities. You are responsible for all activities that occur in your user accounts and for your users’ compliance with these terms. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your customer service-compatible application(s) and your data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the service and your customer service-compatible application(s), and notify FR promptly of any such unauthorized access or use, and in no case more than 72 (seventy two) hours from the time you become aware of any unauthorized access, use or disclosure; (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the service and your customer service-compatible application(s); and (iv) be responsible for any customer service-compatible applications developed or purchased by you.

3.3 Use guidelines. You shall not: (i) use the service or your customer service-compatible application(s) to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) use the service or your customer service-compatible application(s) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iii) use the service or your customer service-compatible application(s) to send or store malicious code; (iv) interfere with or disrupt the integrity or performance of the service or the data contained therein; or (v) attempt to gain unauthorized access to the service or any related systems or networks.

3.4 Service changes. FR may change the service at any time upon reasonable notice of 90 (ninety) days before updating to you by posting the changes on the FR website; sending you notice via an email to the email address you provide on service registration; placing a message on your invoice; in writing; by electronic communication; or any other notice method likely to come to your attention. If you do not accept the change, your sole recourse is to terminate your subscription(s) to the service. Your continued access to and use of the service after the change has come into effect constitutes your acceptance of the change. If you terminate your subscription to the service due to a change in the service, you will not be entitled to any refunds. The service may contain features designed to interoperate with customer service-compatible applications. FR cannot guarantee the continued availability of such service features and may cease providing them without entitling you to any refund, credit or any other compensation.

3.5 Professional services. You may order custom professional services (such as custom development not part of the scope of modules offered) from FR at the rates mutually agreed by submitting an order to FR describing the custom professional services you wish to procure. If you submit an order for professional services, such order shall not be binding upon FR unless accepted by FR. FR will use commercially reasonable efforts to respond to orders submitted by you for professional services within five (5) business days following receipt thereof by FR. If FR does not respond to an order for professional services prior to the end of five (5) business days following receipt thereof by FR then such order shall be deemed to have been rejected by FR. Once an order for standard professional services has been accepted by FR, FR will provide such standard professional services in accordance with a time frame mutually agreed by the parties and such standard professional services shall be subject to these terms (including schedule A). Once an order for custom professional services has been accepted by FR, the parties will negotiate a mutually acceptable Proposal for such custom professional services. Each Proposal executed by the parties for custom professional services shall be subject to these terms (including schedule A). Upon execution by the parties of Proposal for custom professional services, FR will provide the custom professional services described in such Proposal to you. Any terms and conditions added or appended by you to any order submitted for professional services that are in addition to or inconsistent with these terms (including schedule A) will be deemed stricken from such order and will not be binding on FR. You may also order professional services by specifying them in a pricing agreement executed by you and FR. Purchased professional services (including training) are non-refundable and any unused professional services (including training) will expire twenty-four (24) months from the date of purchase.

3.6 Publicity. During the term, FR may use your corporate name and logo on the FR website and in presentations and other marketing materials created by FR for the purpose of identifying you as a customer of FR and the service. You hereby grant FR and its affiliates a license to use your corporate name and logo for the purposes described in this section. Neither party may issue press releases relating to these terms without the other party’s prior written consent.

3.7 Server Maintenance: FR uses third party cloud service from Amazon Internet Services Private Limited (AISPL), all cloud and data storage policy is subject to the AISPL Customer Agreement. This AISPL Customer Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Amazon Internet Services Private Limited ("AISPL "), having its registered office at Unit Nos. 1401 to 1421 International Trade Tower, Nehru Place, New Delhi 110019, India and Farmreach Technologies Private Limited (FR). For more details on service terms and agreement between FR and AISPL refer  https://aws.amazon.com/agreement and  https://aws.amazon.com/service-terms/

3.8 Information we collect about you - With regard to each of your visits to the Pando mobile application Platform, we will automatically collect and analyse the following demographic and other information:
i. Location information: Depending on the features that you use, and your app settings or device permissions, we may collect your real time information, or approximate location information as determined through data such as GPS, IP address; Features that use location capturing are as follows - planning activity, submitting activity, starting the day, stopping the day, reviewing activity location in history.
ii.Device Information: We may collect information about the devices you use to access our Services, including the hardware models, operating systems and versions, software, file names and versions, preferred languages, unique device identifiers, advertising identifiers, serial numbers, device motion information and mobile network information. Analytics companies may use mobile device IDs to track your usage of the Pando Application Platform;
iii. Stored information and files: Pando mobile application may also access metadata and other information associated with other files stored on your mobile device. This may include, for example, photographs, audio and video clips, personal contacts and address book information. If you permit the pando app to access the address book on your device, we may collect names and contact information from your address book to facilitate social interactions through our services and for other purposes described in this Policy or at the time of consent or collection. If you permit the Pando app to access the calendar on your device, we collect calendar information such as event title and description, your response (Yes, No, Maybe), date and time, location and number of attendees.

4.1 Fees. In consideration for the receipt of the service, you shall pay FR the subscription fees, all as specified in your pricing agreement or any of your quote(s) or order(s) and any professional services includes cost on Infrastructure cloud ,SMS and Travel are claimable as specified in your pricing agreement or any of your orders and/or Proposals. All amounts are payable in the currency specified in your pricing agreement or an applicable quote, or, in the case of orders submitted by you, the currency specified on the Proposal document for your applicable jurisdiction.

4.2 Invoicing and payment. FR will invoice you electronically 30 days prior to the subscription / renewal date for minimum user slab agreed. Any additional license consumption will be invoiced pro-rata monthly at the end of renewal term under the same terms of purchase order generated by the client if applicable and you agree to accept FR’s invoices in that manner. Unless otherwise stated on an invoice sent to you by FR, all invoiced amounts for the service are due upon your receipt of FR’s invoices for such amounts. However, there will be 30 (thirty) days credit period will be considered from the date of invoice served. You shall: (i) keep the billing, banking information and payment information you provide to FR or its payment processors, including your name, banking information, mailing address, email address and telephone number, accurate and up to date, otherwise, FR may suspend provision of the service to you and/or interoperation of the service with any of your customer service-compatible application(s); (ii) promptly advise FR if your banking information changes due to loss, theft, cancellation or otherwise; (iii) be liable for your failure to pay any fees billed to you by FR caused by your failure to provide FR with up to date billing information; and (iv) upon termination of the service, provide FR with a forwarding address for all final invoices or correspondence if your mailing address differs from that which you provided in your registration information for the service. Fees for professional services will be invoiced as specified in any applicable pricing agreement, Proposal or order, but unless specified otherwise in a pricing agreement, Proposal or order will be due upon completion of the applicable professional service.

4.3 Taxes. Unless otherwise stated, FR’s prices for the service and for professional services do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “taxes”). You are responsible for paying all applicable taxes associated with your purchases pursuant to these terms, excluding taxes based on FR’s net income or property. If FR has the legal obligation to pay or collect taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide FR with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Pre-authorized payment. Pre-authorized payment / auto-renewal on subscription is not applicable as per the Statement of Work (Proposal) between You and FR.

4.5 Fee changes. FR may change the fees FR charges for the service and professional services at any time through a revised offer. Changes to the fees will be communicated by being posted on the FR website and will become effective at the time of posting, provided, however, any fee changes will not change your subscription fees applicable to your current subscription term, however, such fee changes will be applicable to your next subscription renewal. If you do not wish to pay the changed fees, then your sole recourse is to not renew your subscription for the service. Your renewal of your subscription for the service (including by not providing notice of non-renewal in accordance with the time periods specified in section 10.1) after a fee change has come into effect constitutes your acceptance of the fee change.

4.6 Suspension of service. If your account is sixty (60) or more days overdue in the case of half-yearly or annual or multi-year subscription term, then in addition to any of its other rights or remedies, FR shall have the right to suspend provision of the service to you without liability until such amounts are paid in full.

5.1 Reservation of rights. Subject to the limited rights expressly granted pursuant to these terms, FR reserves all right, title and interest in and to the service, including all related intellectual property rights. No rights are granted to you pursuant to these terms other than as expressly set forth in these terms.

5.2 License restrictions. You shall use the service and your customer service-compatible application(s) solely as contemplated in these terms and shall not license, sub-license, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the service and your customer service-compatible application(s) available to any third party except to the extent expressly agreed by FR in writing. You shall not: (i) modify, reverse engineer, decompile, disassemble, or create derivative works based on the service except to the extent that enforcement of this restriction is prohibited by applicable law notwithstanding a contractual provision to the contrary; (ii) circumvent any user limits or other use restrictions that are built into the service; (iii) use the service and your customer service-compatible application(s) for an illegal purpose, criminal offence, intellectual property infringement, harassment (including annoying or offensive transmissions) or in a manner that would cause interference with network operations; (iv) interfere with the service or any of the hardware, software or other infrastructure used to provide the service; or (v) access the service in order to build competitive product(s) or service(s), or to copy any ideas, features or graphics of the service.

5.3 Lawful purposes. You will comply with all laws and regulations that may apply to your use of the service and/or any customer service-compatible applications. You may not: (i) use the service and/or any customer service-compatible applications to manage any illegal operations; (ii) use any type of spider, crawler, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to damage or disable the technology underlying the service; (iii) send any unsolicited communication not permitted by applicable law; or (iv) endanger any part of any system or internet connection of FR or any third party.

5.4 Your data and anonymous service data. As between FR and you, you exclusively own all right, title and interest in and to all of your data. Your data is deemed to be your confidential information. FR shall only access your user accounts, including your data, to respond to service or technical problems or as necessary for the operation of the service or billing. All data provided by you shall at all times belong to you and FR shall indemnify you and compensate you on actual basis as regards any adverse consequences which may arise due to mis-utilization of data on the part of FR.

5.5 You as controller. You agree that in the event that you or any data is subject to IT Act or related data protection laws in India including the Personal Data Protection Bill: (i) you are the controller of your data and that FR is a processor; and (ii) you further represent that you have undertaken all requirements to comply with all privacy and data protection laws including but not limited to the IT Act. Such requirements may include but are not limited to maintaining adequate records and registration requirements with supervising or other regulatory authorities. In view of above, all data provided by you shall at all times belong to you and FR shall indemnify you and compensate you on actual basis as regards any adverse consequences which may arise due to mis-utilization of data on the part of FR

5.6 Legitimate purpose / consent. You agree and represent that all personal information you collect, provide, or otherwise use in any way in relation to the service and/or any customer service-compatible application(s) is necessary for your legitimate interest, which is not overridden by fundamental rights of the subject individual, and otherwise that you have all rights and have obtained all necessary consents to collect, provide and manage all personal information you provide to FR for any purpose. You further represent that you will not collect, provide or otherwise use in any way in relation to the service any special category of personal data as described in the IT Act.

6.1 Definition of confidential information. As used in these terms, “confidential information” means all confidential and proprietary information of a party (the “disclosing party”) disclosed to the other party (the “receiving party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including your data and any business and marketing plans, technology and technical information, product designs, and business processes. Confidential information shall not include any information that: (i) is or becomes generally known to the public without any prior confidentiality obligation; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) was independently developed by the receiving party without breach of any obligation owed to the disclosing party; or (iv) is received from a third party without breach of any obligation owed to the disclosing party.

6.2 Confidentiality. The receiving party shall not disclose or use any confidential information of the disclosing party for any purpose outside the scope of these terms, except with the disclosing party’s prior written permission.

6.3 Protection. Each party agrees to protect the confidentiality of the confidential information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

6.4 Compelled disclosure. If the receiving party is compelled by law to disclose confidential information of the disclosing party, it shall provide the disclosing party with prior notice of such 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 disclosing party is not successful in opposing such compelled disclosure obligation, then the receiving party may disclose the confidential information required to be disclosed pursuant to such compelled disclosure obligation.

6.5 Remedies. If the receiving party discloses or uses (or threatens to disclose or use) any confidential information of the disclosing party in breach of the confidentiality and non-use protections in these terms, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

7.1 Warranties. You warrant that you have the legal power and authority to enter into these terms.

8.1 Indemnification by you. You shall, on demand from FR, indemnify, defend and hold FR, its affiliates and its and their directors, officers, employees, contractors and agents (the “FR indemnitees”) harmless from and against any and all damages, liability and costs, including but not limited to fines, penalties, and attorneys’ fees, incurred by any of the FR indemnitees in connection with or arising out of: (i) your violation or breach of these terms or any applicable law or regulation, whether or not referenced in these terms; (ii) your violation of any rights of any third party; (iii) your misuse of the service; or (iv) your data and/or any of your customer service-compatible application(s).

8.2 Indemnification by FR: FR shall, on demand from You, indemnify, defend and hold You , its affiliates and its directors, officers, employees, contractors and agents (the “You indemnitees”) harmless from and against any and all damages, liability and costs, including but not limited to fines, penalties, and attorneys’ fees, incurred by any of the You indemnitees in connection with or arising out of: (i) FR violation or breach of these terms or any applicable law or regulation, whether or not referenced in these terms; (ii) FR violation of any rights of any third party; (iii) FR misuse of the service, (iv) mis-use of data provided by me to FR and upon me suffering from any adverse consequences due to misuse or misutilization of data on part of FR.

9.1 Limitation of liability. Save and except clause 5.5 and clause 8.2 of the agreement, neither FR nor any of its affiliates, licensors, suppliers, subcontractors and/or distributors (including their directors, officers, employees, contractors and agents) shall have any liability to you or any other person or entity for any damages (whether arising from these terms or related to the service or any professional services provided to you by FR (including its affiliates, licensors, suppliers, subcontractors and/or distributors) for any indirect, reliance, incidental, special, punitive, exemplary or consequential damages, including, but not limited to, loss of revenue or profit, fines or penalties, loss of or damage to data, business interruption, loss of data, replacement or recovery costs, or other commercial or economic loss, whether arising from contract, equity, tort (including negligence or strict liability) or any other theory of liability, even if FR (including its affiliates, licensors, suppliers, subcontractors and/or distributors) has been advised of the possibility of such damages, or they are foreseeable. Save and except clause 5.5 and 8.2 of the agreement, in no event shall FR’s aggregate liability arising out of or related to these terms or related to the service or any professional services provided to you by FR (including its affiliates, licensors, suppliers, subcontractors and/or distributors), whether in contract, tort (including negligence or strict liability) or under any other theory of liability, exceed the total amount paid by you pursuant to these terms or, with respect to any single incident, the amount paid by you under the terms for the service and/or any professional services in the twelve (12) months preceding the incident. The limitations in this section shall apply whether or not the alleged breach or default is a breach or default of a fundamental condition or term or fundamental breach.

9.2 Essential terms. The disclaimer of representations, warranties and conditions and limitation of liability in these terms constitute an essential part of these terms.

9.3 Beneficiaries. Every right, exemption from liability, release, defiance, indemnity, immunity and waiver of whatsoever nature applicable to a party under these terms shall also be available and shall extend to benefit and to protect such party’s affiliates, subcontractors, agents, licensors, suppliers and the directors, officers, employees, contractors and agents of the foregoing and for such purposes such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to the rights, exemptions, releases, defiances, indemnification, immunities and waivers applicable to such companies and persons.

10.1 Term of these terms. Service subscriptions purchased by you will entitle you to use the service for the subscription term(s) set forth in your pricing agreement and/or your quote(s) or applicable order(s). Service subscriptions may be purchased for annual or multi-year subscription terms and such subscription terms are renewable as follows: (i) for an annual subscription term – for an additional one (1) year period commencing at the end of your current annual subscription term provided that neither you nor FR has provided notice of non-renewal at least forty-five (45) days prior to the end of your then-current annual subscription term; and (ii) for multi-year subscription term – for the same multi-year period as your current multi-year subscription term commencing at the end of your current multi-year subscription term provided that neither you nor FR has provided notice of non-renewal at least forty-five (45) days prior to the end of your then-current multi-year subscription term. These terms will commence on the date of your acceptance of the first quote for the service issued by FR to you, the date of FR’s acceptance of your first order for the service or the effective date of your pricing agreement incorporating these terms, whichever occurred earlier, and shall continue thereafter for as long as you have an active subscription term (which period shall constitute the “term” of these terms).

10.2 Termination by You. You may terminate these terms (including all of your then-current subscription terms) and all of You’s rights to use the service by emailing FR at [email protected] with your termination request. Termination will occur once FR has disabled your ability to access and use the service (which FR will do within two (2) business days of receipt of your termination request). Your termination will not entitle you to any refunds.

10.3 Termination or suspension by FR. Without limiting other remedies FR may have, FR may limit, suspend, if you are in arrears in your payment for the service by more than sixty (60) days for annual or multi-year subscription terms upon providing prior notice of 90 days. FR shall also be entitled to terminate these terms (including all of your subscription term(s)) and your rights to access and use the service if you are: in breach of these terms; creating problems in respect to the operation of the service; creating legal liabilities (actual or potential) through your use of the service; acting inconsistently or in violation of any of FR’s policies; ; engaging in fraudulent, immoral or illegal activities; or for other reasons that could have an adverse effect on FR, its service providers or any other customers of the service. FR shall provide you with 90 days’ prior notice of termination by sending an email to the email address provided by you when registering for the service.

Both Parties shall immediately return and redeliver all tangible material embodying any Confidential Information provided hereunder and all documents or materials and all computerized media in the form of image, data, word processing, or other types of files either manually or by image capture based on or including any Confidential Information, in whatever form of storage or retrieval, upon (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as per request from both parties to the other provided however that both parties may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, both parties with the written consent of the other may immediately destroy any of the Confidential Information reasonably nonrecoverable data erasure of computerized data and, upon request, certify in writing such destruction by an authorized officer of the concerned party, supervising the destruction.

10.4 Effect of termination. Upon termination or expiration of these terms or any subscription term for the service, your ability to access and use the service (including your data) will end unless you renew your subscription for the service. Upon written request from you, FR will use commercially reasonable efforts to provide you with a copy of your data in csv format, provided that your access to the service was not terminated pursuant to section 10.3 and further provided that such request is made to FR within thirty (30) days of such termination or expiration. If you request a copy of your data, a minimum two (2) hour professional services fee will be applicable and you must pre-pay such fee before FR will begin the professional services to provide you with a csv copy of your data.

10.5 Outstanding fees. Termination of these terms (and/or suspension of your rights to access and/or use the service) shall not relieve you of the obligation to pay any fees accrued or payable to FR prior to the effective date of any such termination or expiration. If these terms and/or any subscription term(s) are terminated (or if your rights to access and/or use the service are suspended), you will not be entitled to a refund for the unused portion of any of your subscription term(s).

10.6 Surviving provisions. The following provisions shall survive any termination or expiration of these terms: Section 1, Section 4 and Sections 6 through 11 along with any provisions that are identified as surviving in any pricing agreement, quote(s), order(s) and/or Proposal(s) into which these terms may be incorporated.

11.1 Relationship of the parties. The parties are independent contractors. These terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.2 No third-party beneficiaries. Except as expressly provided in these terms, there are no third-party beneficiaries to these terms.

11.3 Notices. All notices under these terms shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to FR shall be addressed to the attention of the Chief Executive Officer (CEO). Notices to you shall be addressed to your contact specified in your pricing agreement or in the last quote or order between you and FR.

11.4 Waiver and Cumulative remedies. No failure or delay by either party in exercising any right under these terms shall constitute a waiver of that right. Other than as expressly stated in these terms, the remedies provided in these terms are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.5 Severability. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these terms shall remain in effect.

11.6 Assignment. Both parties may not assign these terms or any of rights or obligations under these terms, whether by operation of law or otherwise, without the prior written consent of the other. Both parties may assign these terms to any third party in the discretion of the concerned party. Any attempt by a party to assign its rights or obligations under these terms in breach of this section shall be void and of no effect. Subject to the foregoing, these terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.7 Force majeure. Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of god, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

11.8 Entire agreement. These terms, including all schedules hereto, constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these terms shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. These terms will apply to all pricing agreements, quotes, orders and/or Proposals into which these terms are incorporated including all of the provisions of any such pricing agreements, quotes, orders and/or Proposals. To the extent of any conflict or inconsistency between the provisions in the body of these terms and any schedule, Proposal or order, the terms in the body of these terms shall prevail. To the extent of any conflict or inconsistency between the provisions in the body of these terms and the provisions in any pricing agreement or quote(s), the terms the pricing agreement or quote(s), as the case may be, shall prevail in respect to the service subscriptions and professional services procured pursuant to such pricing agreement and/or quote(s). Notwithstanding any language to the contrary therein, no terms or conditions stated in any of your purchase orders or in any other order or purchase documentation shall be incorporated into or form any part of these terms, and all such terms or conditions shall be null and void.