This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the online Product, service or solution, and software provided on or in connection with the Product, service or solution. For an offline variant of this Agreement, you may contact StintMint for more information.
1.1 Product Use. Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services with any Application that has material value independent of the Services, and (c) use any Software provided by StintMint as part of the Services. Customer may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.
1.2 Console. StintMint will provide the Services to Customer. As part of receiving the Services, Customer will have access to the Console, through which Customer may administer the Services.
1.3 Facilities. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where StintMint processes and stores its own information of a similar type. StintMint has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data, and (iv) adhere to technological security measures and procedures in accordance with Information Technology Act 2000 and rules there under.
1.4 Data Location. Customer may select where certain Customer Data will be stored (“Data Access”), and StintMint will store and/or access it there in accordance with the details provided in Knowledge Base. If a Data Access is not covered by the Knowledge Base, StintMint may process and store the Customer Data where StintMint processes and stores its own information of a similar type. By using the Services, Customer consents to this processing and storage of Customer Data.
1.5 Accounts. Customer must have an Account and a Token (if applicable) to use the Services, and is responsible for the information it provides to create the Account, the security of the Token and its passwords for the Account, and for any use of its Account and the Token. If Customer becomes aware of any unauthorized use of its password, its Account or the Token, Customer will notify StintMint as promptly as possible. StintMint has no obligation to provide Customer multiple Tokens or Accounts.
1.6 New Applications and Services. StintMint may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the "Services" definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms.
1.7 Use of API
1.7.1 The Service may include an application programming interface through which a User can send requests and receive responses (such communication between the Service and the Customer hereinafter called “API Call”) from the Service (an “API”). Any use of the API must be in accordance with all applicable Regulations framed, modified, changed or amended by StintMint from time to time as set out in the Documentation and Knowledge Base. You acknowledge that StintMint may discontinue, suspend, terminate or otherwise limit usage of the API at any time, in its sole discretion and with prior notice. You are solely responsible at all times for any activities occurring through the API through a unique Token issued to your Account, and you agree not to share such Token with any third party.
1.7.2 You must have a valid StintMint account (or create a new StintMint account if you do not already have one) before you can access the unique Token.
1.7.3 StintMint reserves the right to monitor, examine, record, regulate and manage the frequency and quality of, the API Calls. StintMint further reserves the right to directly or indirectly use, divulge, store, modify and otherwise alter any information received by Arya during any API Call if it is required to do so under any law rule or regulation or if it infringes any terms of this Agreement or for improving, upgrading or refining the Services or for any other justifiable reason without violating the Data Processing and Security Terms.
1.8.1 To the Services. StintMint may make commercially reasonable updates to the Services from time to time. If StintMint makes a material change to the Services, StintMint will inform Customer, provided that Customer has subscribed with StintMint to be informed about such change.
1.8.2 To the Agreement. StintMint may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by StintMint, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, please stop using the Services. StintMint will post any modification to this Agreement to the Terms URL.
2.1 Free Quota. Certain Services are provided to Customer without charge up to the Fee Threshold, as applicable.
2.2 Online Billing. At the end of the applicable Fee Accrual Period, StintMint will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on (i) Customer’s use of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for PSS set forth in the Fees definition below); (ii) any Credits purchased on the Console for Services; and/or (iii) any PSS Plans selected. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, StintMint will charge (and Customer will pay) all Fees immediately at the beginning of the Fee Accrual Period. If Customer elects to pay by invoice (and StintMint agrees), all Fees are due as set forth in the invoice. Customer’s obligation to pay all Fees is non-cancellable. StintMint's measurement of Customer’s use of the Services is final. StintMint has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by StintMint.
3.1. Credits may be used only for fees and charges for the specific Services designated by StintMint or any upfront fee for any of the Services (collectively, “Eligible Services”) in accordance with the applicable terms and conditions governing usage of the StintMint Services, including the Customer Agreement. You may not use Credits for any fees or charges for Services used prior to receiving Credits or for any other Services as may be designated by StintMint from time to time (collectively the “Ineligible Services”). Your StintMint account will be billed at our standard rates for use of Ineligible Services. Additionally, to the extent any fees or charges for Eligible Services exceed the amount of your available Credits, the additional fees will be billed to your StintMint account.
3.2. You must have a valid StintMint account (or create a new StintMint account if you do not already have one) before you can use Credits. Once your Credits are consumed, all additional use of the Services will be billed to your StintMint account at our standard rates. Credits expire one year from the date the Credits are assigned to your StintMint account upon successful purchase. You are solely responsible for monitoring usage charges on your StintMint account. Failure to use Credits before the expiration date will result in forfeiture of the Credits. No refunds will be granted for any expired or cancelled Credits and Credits are non-refundable.
3.3. Your Credits are personal to you. You may not sell, license, rent, or otherwise transfer Credits. Your Credits may not be applied to any other account. Credits are void if you attempt to sell, license, rent or otherwise transfer them. Credits have no intrinsic value, are not redeemable for cash, have no cash value, and serve merely as a means to use the StintMint Services.
3.4. Your Credits are void in the event of fraud, misuse, or failure to satisfy any of the terms and conditions of the Customer Agreement. IN ADDITION TO OTHER LEGAL RELIEF, YOU WILL REIMBURSE US FOR THE AMOUNT OF ANY CREDITS YOU USE OR ATTEMPT TO USE IN VIOLATION OF THE CUSTOMER AGREEMENT.
3.5. Credits may be used only for fees and charges for Eligible Services, and will not be applied against any sales, use, gross receipts, or similar transaction based taxes (“Transaction Taxes”) that may be applicable to you.
4. Additional Terms
4.1. You may not issue any press release regarding the StintMint Credits without our prior written consent. In addition, you agree not to misrepresent or embellish the relationship between us and you. Any use of the StintMint logo(s) must strictly comply with the StintMint Co-Promotion Guidelines, and any other restrictions as determined from time to time by StintMint.
4.2. Any data or information relating to the Service Offerings that you discover, derive, develop, or otherwise learn about through your use of the Service Offerings is deemed to be StintMint Confidential Information under the terms of the Customer Agreement and you agree to maintain such information in strict confidence in accordance with the terms of the Customer Agreement. This includes, but it not limited to, information relating to security-related issues and suggested improvements to the Service Offerings.
4.3 Taxes. Customer is responsible for any Taxes, and Customer will pay StintMint for the Services without any reduction for Taxes. If StintMint is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides StintMint with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In most cases, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to StintMint, Customer must provide StintMint with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to StintMint, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that StintMint receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
4.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to StintMint, StintMint will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, StintMint will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of StintMint and will only be in the form of credit for the Services. Nothing in this Agreement obligates StintMint to extend credit to any party.
4.5 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by StintMint in collecting such delinquent amounts. If Customer is late on payment for the Services, StintMint may suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.
4.6 No Purchase Order Number Required. For clarity, Customer is obligated to pay all applicable Fees without any requirement for StintMint to provide a purchase order number on StintMint’s invoice (or otherwise).
5.1 Compliance. Customer is solely responsible for making sure its Customer Data comply with the AUP. StintMint reserves the right to review the Customer Data for compliance with the AUP. Customer is responsible for ensuring to comply with Customer’s obligations under the AUP and the restrictions in Sections 5.3 and 5.5 below.
5.2 Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
5.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 5.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services; (d) create multiple Applications, Accounts, or StintFlows to simulate or act as a single Application, Account, or StintFlow (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees.
5.4 Third Party Components. Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent, a third-party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third-party component.
5.5 Documentation. StintMint may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions on how the Applications may be built or the Services may be used and Customer will comply with any such restrictions specified.
5.6 Copyright Policy. StintMint responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to applicable copyright laws including in particular the process set out in The Copyright (Amendment) Act 2012 as notified in The Gazette of India. If Customer thinks somebody is violating Customer’s copyrights and wants to notify StintMint, Customer can find information about submitting notices, and StintMint's policy about responding to notices by contacting StintMint.
6. Suspension and Removals.
6.1 Suspension/Removals. If Customer becomes aware that any Application, StintFlow, or Customer Data violates the AUP, Customer will immediately suspend the Application or StintFlow and/or remove the relevant Customer Data (as applicable). If Customer fails to suspend or remove as noted in the prior sentence, StintMint may specifically request that Customer do so. If Customer fails to comply with StintMint’s request to do so within twenty-four hours, then StintMint may disable the StintFlow, and/or disable the Account (as may be applicable) until such violation is corrected.
6.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then StintMint may automatically suspend the offending StintFlow, and/or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If StintMint suspends a StintFlow, or the Account, for any reason, without prior notice to Customer, at Customer’s request, StintMint will provide Customer the reason for the suspension as soon as is reasonably possible.
7. Intellectual Property Rights; Use of Customer Data; Feedback.
7.1 Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application, and StintMint owns all Intellectual Property Rights in the Services, StintFlows and Software.
7.2 Use of Customer Data. Work produced by Minters using Customer Data is carried out on behalf of the Customer and ownership over the Service Data remains with the Customer. Unless requested otherwise, Customer grants StintMint an unlimited license to use the Service Data for internal worker training and education, internal product evaluation, testing and any other purposes. You may provide to StintMint pursuant to this Agreement certain proprietary materials and information (as you determine in your discretion) for use in connection with the development of the Service Data (included in, “Customer Data”). Subject to the terms hereof, you hereby grants to StintMint: (a) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth in this Agreement), nonexclusive license during the term to use the Customer Data in order to provide Services and provide the Service Data; and (b) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), perpetual, irrevocable, nonexclusive license to use the Customer Data in order to operate, analyze, and improve Services, including the creation of anonymized and/or aggregated data derived from such Customer Data. If StintMint shares or publicly discloses information (e.g., in marketing materials or in application development) that is derived from Customer Data, such data will be aggregated or anonymized to reasonably avoid identification of you. By way of example and without limitation, StintMint may: (a) track the number of users and uses of Services on an anonymized aggregate basis as part of StintMint’s marketing efforts to publicize the total usage of Services; (b) analyze usage patterns for product development efforts; and (c) use anonymized and/or aggregated data derived from Customer Data to develop further analytic frameworks and application tools. Customer further agrees that StintMint will have the right, both during and after the term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and/or aggregated data. Customer expressly retains all right, title and interest in and to the Customer Data, including all intellectual property rights therein.
7.3 Customer Feedback. If Customer provides StintMint Feedback about the Services, then StintMint may use that information without obligation to Customer, and Customer hereby irrevocably assigns to StintMint all right, title, and interest in that Feedback.
8. Product Support Services
8.1 By Customer. Customer is responsible for technical support of its Applications.
8.2 By StintMint. Subject to payment of applicable support Fees, if any, StintMint will provide PSS to Customer during the Term in accordance with the PSS Guidelines. Certain PSS levels include a minimum recurring Fee as described in the "Fees" definition below. If Customer downgrades its PSS level during any calendar month, StintMint may continue to provide PSS at the same level and PSS Fees before the downgrade for the remainder of that month.
9. Deprecation of Services
9.1 Discontinuance of Services. Subject to Section 9.2, StintMint may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.
9.2 Deprecation Policy. StintMint will announce if it intends to discontinue or make backwards incompatible changes to the Services specified in the Knowledge Base. StintMint will use commercially reasonable efforts to continue to operate those Services versions and features identified in the Knowledge Base without these changes for at least one year after that announcement, unless (as StintMint determines in its reasonable good faith judgment):
(i) required by law or third party relationship (including if there is a change in applicable law or relationship), or
(ii) doing so could create a security risk or substantial economic or material technical burden.
The above policy is the "Deprecation Policy."
10. Confidential Information.
10.1 Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential.
10.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third-party requests concerning its use of the Services.
11. Term and Termination.
11.1 Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 11 of this Agreement.
11.2 Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, StintMint may terminate any, all, or any portion of the Services or StintFlows, if Customer meets any of the conditions in Section 11.2(i), (ii), and/or (iii).
11.3 Termination for Inactivity. StintMint reserves the right to terminate the Services for inactivity, if, for a period exceeding 180 days, Customer: (a) has failed to access the Admin Console; (b) a StintFlow has no active requests; and (c) no electronic bills are being generated.
11.4 Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to StintMint are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
12. Publicity. Customer is permitted to state publicly that it is a customer of the Services, consistent with the Co-Promotion Guidelines. If Customer wants to display StintMint Brand Features in connection with its use of the Services, Customer must obtain written permission from StintMint through the process specified in the Co-Promotion Guidelines. StintMint may include Customer’s name or Brand Features in a list of StintMint customers, online or in promotional materials. StintMint may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
13. Representations and Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. StintMint warrants that it will provide the Services in accordance with the applicable SLA (if any) as mentioned in the Knowledge Base.
14. Limitation of Liability.
14.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR STINTMINT’S SUPPLIERS AND/OR MINTERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
14.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR STINTMINT’S SUPPLIERS AND/OR MINTERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO STINTMINT UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
14.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.
15.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify StintMint and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, StintFlow, Customer Data or Customer Brand Features; or (ii) Customer’s use of the Services in violation of the AUP.
15.2 By StintMint. StintMint will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) StintMint’s technology used to provide the Services (excluding any open source software) or (b) any StintMint Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.
15.3 Exclusions. This Section 15 will not apply to the extent the underlying Allegation arises from:
a. the indemnified party’s breach of this Agreement;
b. modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;
c. combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or
d. use of non-current or unsupported versions of the Services or Brand Features;
15.4 Conditions. Sections 15.1 and 15.2 will apply only to the extent:
a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 15.4(a) prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 15.1 or 15.2 (as applicable) will be reduced in proportion to the prejudice.
b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
a. If StintMint reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then StintMint may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
b. If StintMint does not believe the remedies in Section 15.5(a) are commercially reasonable, then StintMint may suspend or terminate Customer’s use of the impacted Services.
15.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party's Intellectual Property Rights Allegations and Third-Party Legal Proceedings.
16.1 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to StintMint’s Legal Department is email@example.com. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
16.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
16.3 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
16.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
16.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
16.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
16.7 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
16.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
16.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
16.10 Governing Law.
a. For Indian City, State, and Central Government Entities. If Customer is an Indian city, state or central government entity, then the Agreement will be silent regarding governing law and venue.
b. For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF INDIA, AND WILL BE LITIGATED EXCLUSIVELY IN THE COURTS OF NEW DELHI, INDIA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
16.11 Amendments. Except as set forth in Section 1.7(b), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
16.12 Survival. The following Sections will survive expiration or termination of this Agreement: 7, 10, 11.4, 14, 15, and 16.
16.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement, the Documentation, and the Knowledge Base are incorporated by reference into the Agreement. After the Effective Date, StintMint may provide an updated URL in place of any URL in this Agreement.
16.14 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, the Documentation, the Knowledge Base and the terms at any URL.
17.1 StintMint shall provide PSS to the Customer during the Term.
17.2 StintMint shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement.
17.3 StintMint shall provide PSS with reasonable skill and care.
17.4 Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving PSS; and Customer must not use the helpdesk for any other purpose.
17.5 StintMint shall respond promptly to all requests for PSS made by the Customer through the helpdesk.
17.6 StintMint may suspend the provision of PSS if any amount due to be paid by the Customer to StintMint under this Agreement is overdue, and StintMint has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the PSS on this basis.