Client Responsibilities and Liabilities
The client is solely responsible for taking a proper back-up of all content on their site prior to letting Sara Technologies Inc. undertake the required course of action towards meeting the contract. Any loss or damage to existing data shall not be a responsibility of Sara Technologies Inc. under any circumstances. The Contract does not hold Sara Technologies Inc. responsible for any data entry, web hosting or custom artwork/graphics related work/tasks unless generally, particularly specified, paid for and agreed to by both the parties towards such. Any artwork, images, or text supplied and/or designed by Sara Technologies Inc. on behalf of the client will remain the property of Sara Technologies Inc. and/or its suppliers unless otherwise agreed.
The Client retains the copyright to data, files and graphic logos provided by the Client and grant Sara Technologies Inc. the rights to publish and use such material. The Client must obtain permission and rights to utilize any information or records that are copyrighted by a third party. The Client is further responsible for granting Sara Technologies Inc. permission and rights for utilizing of the same and agrees to indemnify and hold harmless Sara Technologies Inc. from any and all claims resulting from the Client's negligence or inability to obtain proper copyright authorizations. A contract for application design and or placement shall be regarded as a guarantee by the Client to Sara Technologies Inc. that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. Sara Technologies Inc. will not accept an obligation for any modifications caused by the Client or a third party occurring to the Client's pages/website once installed/deployed. Such modifications incorporate but are not limited to additions, modifications or deletions. Sara Technologies Inc. may require a one-off service charge before resolving any issues that may emerge.
Neither party will permit access to or disclose the other party's Confidential Information, except for its sanctioned employees and contractors who are bound by confidentiality agreements and who need to utilize or have access to the other party's Confidential Information, as permitted under the agreement. A party will use at least the same degree of consideration in protecting the other party's Confidential Information as such party uses to preserve and safeguard its own valuable proprietary information, but in any event, no less than a reasonable standard of consideration. If a party is required by law to disclose the other party's Confidential Information, then prior to making such revelation the disclosing party shall notify the other party and provide the other party with a copy of any public records request, subpoena or court order pertaining to such revelation. The rights and remedies provided in this section are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. The provisions of this Section will survive the termination of the Agreement.
Limitation of Liability
EXCEPT IN THE CASE OF CLIENT'S BREACH OF THE LICENSE RESTRICTIONS IN SOFTWARE LICENSE, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THE AGREEMENT OR OTHERWISE, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, DATA, AND DATA USE, UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION AND THE LIKE, HOWEVER ARISING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SARA TECHNOLOGIES INC. 'S LIABILITY TO CLIENT, IF ANY, EXCEED THEIR FEES PAID TO SARA TECHNOLOGIES INC. FOR THE PARTICULAR SOFTWARE OR SERVICE, WHICH IS THE SUBJECT OF THE CLAIM? CLIENT ACKNOWLEDGES THAT SARA TECHNOLOGIES INC. HAS ESTABLISHED ITS FEES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATION OF LIABILITY AND THE DISCLAIMER OF WARRANTIES IN THE AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PROVISIONS OF THIS SECTION WILL SURVIVE THE TERMINATION OF THE AGREEMENT.
Every dispute or claim arising out of or related to the Agreement will be settled exclusively under the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (the "AAA") by an arbitral tribunal composed of three arbitrators, at least one of whom must be an attorney experienced with the subject matter of the dispute, appointed by agreement of the parties in accordance with the Rules. The parties also agree that the AAA Optional Rules for Emergency Measures of Protection will apply to the proceedings. Any party may commence the arbitration proceedings by notice to the other party. The arbitration proceedings will take place in Jaipur, Rajasthan, India or such other neutral location mutually agreed by the parties. The parties exclude any right of appeal to any court on the merits of the dispute. The provisions of this Section may be enforced in any court having jurisdiction over the award or any of the parties or any of their respective assets, and judgment on the award (including without constraint equitable remedies) granted in any arbitration hereunder may be entered in any such court. Nothing held in this Section will prevent any party from looking for interim measures of security in the form of pre-award attachment of assets or preliminary or temporary equitable relief. The parties agree that arbitration under this Section will be the exclusive method for resolving disputes under this Agreement. The cost of the arbitration will be borne by the losing party, or if a compromise decision is reached, assumed between the parties in proportion to the amount of the claims and the award.
At any time, but not more than once per year (unless Sara Technologies Inc. has reason to believe that a violation has occurred), Sara Technologies Inc. may upon reasonable notice audit Client's usage of the software and services. The audit may be conducted either on-site by Sara Technologies’ s independent accountants or internal finance and accounting staff, or by telephone or means of a mailed self-audit. If the audit reveals that Client has utilized any Software within abundance of the extent of its permit, or has failed to pay any charges owing for services (including fees resulting from an increase in Client's FTE/tier level), then Client will cure such breach within 30 days of written notice by paying such additional license or service fees as necessary to cure the breach. In the event the Client is obliged to cure a breach, the Client will additionally pay for the cost of the audit. The provisions of this Section will survive the termination of the Agreement.
Third-Party License Fees
In the event Sara Technologies Inc. is assessed any additional license and/or upgrade fees by a third-party software vendor relating to third-party software bundled or sold together with the Software, Sara Technologies Inc. reserves the right to assess Client for such additional license fees and/or upgrade fees (together with administrative and implementation costs). Generals Notices All notices will be in composing and served by a machine-confirmed copy, overnight delivery, individual service or by certified or registered mail, return receipt requested, and will be deemed to have been given or received on the earlier of actual receipt or, if mailed, on the 5th day after it is properly addressed to the party to be notified, certified or registered with return receipt requested, and properly stamped, sealed and deposited in the courier mail. Notices from one party to the other will be sent to the respective address recorded on the first page of the Agreement. Either party may change its address for notices by giving notice of the new address to the other party. Notices to Sara Technologies Inc. will be sent to the attention of Sara Technologies Inc. ’s President, with a copy to its General Counsel. Assignment Client may not assign its rights obligations under the agreement, in whole or in part, without, the prior written consent of Sara Technologies Inc. Sara Technologies Inc. may freely assign its rights and obligations under the Agreement to any parent, subsidiary and/or affiliate of Sara Technologies Inc. or to any successor in interest by consolidation, reorganization, merger or acquisition of substantially all of its assets. Any prohibited assignment will be null and void.