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MASTER SERVICE AGREEMENT
MASTER SERVICES AGREEMENT between Dhoondho Technologies Pvt. Ltd. d/b/a
“Dhoondho Infrastructure” ("we" or Dhoondho Infrastructure”) and the customer who
uses any service that this site and/or its associated sites provide ("you"). “Dhoondho
Infrastructure” is a Dhoondho Technologies Pvt. Ltd. Business Vertical.
NOTE: In case you are being billed in a different currency, then the currency conversion will be as per
the conversion rate decided by our banker – CITIBANK on that particular day.
1. HOW THIS AGREEMENT WORKS
1. You will be asked to sign a Service Contract that lists the services you have chosen and the related
fees. The Service Contract will incorporate this Master Services Agreement, a Service Level Agreement,
and an Acceptable Use Policy. It may also incorporate an addendum to this Master Services Agreement
if you are purchasing services for which we have special legal terms. When we use the term
"Agreement" in any of these documents, we are referring collectively to all of them. The Agreement is
effective from the time you sign the Service Contract we prepare, or submit an electronic order form.
2. In case you have been registered by one of our resellers, since our resellers are already covered by
this agreement, you are automatically bound by this agreement.
3. In case you have not signed an agreement for some reason, but are still using our services, note
that this Agreement automatically applies as per “Electronic contract law” (and/or equivalent) as this
agreement of ours is displayed on all sites of ours that are applicable to this agreement & use of our
sites/services, automatically implies acceptance of this agreement.
2. SOME DEFINED TERMS
Some words used in the Agreement have particular meanings:
"Acceptable Use Policy" or "AUP" means the Dhoondho Infrastructure Acceptable Use Policy posted
as of the date you sign the Service Contract.
"Business Day" or "Business Hours" means 9:00 a.m. - 6:00 p.m. Monday through Friday, Indian
central time, excluding public holidays in India.
"Confidential Information" means all information disclosed by one of us to the other, whether before or
after the effective date of the Agreement, that the recipient should reasonably understand to be
confidential, including:
(i) for you, all information transmitted to or from, or stored on, your Dhoondho Infrastructure servers or other devices,
(ii) for Dhoondho Infrastructure, unpublished prices and other terms of service, audit and security reports, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary technology, and
(iii) for the both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through a violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.
(i) for you, all information transmitted to or from, or stored on, your Dhoondho Infrastructure servers or other devices,
(ii) for Dhoondho Infrastructure, unpublished prices and other terms of service, audit and security reports, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary technology, and
(iii) for the both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through a violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.
"Hosting Service" means the information technology hosting services detailed in a Service Contract and
Service Level Agreement, plus Support.
"Personally Identifiable Information" or "PII" means:
any information that identifies an individual, such as name, social security number or other government issued number, date of birth, address, telephone number, biometric data, mother's maiden name, or other personally identifiable information;
any information that identifies an individual, such as name, social security number or other government issued number, date of birth, address, telephone number, biometric data, mother's maiden name, or other personally identifiable information;
"Service" or "Services" means the Hosting Service and any Supplemental Services we may provide to
you, collectively.
"Service Commencement Date" means the date on which we provide the access codes that enable you
to send and receive information using the Hosting Service.
"Service Level Agreement" means any Service Level Agreements incorporated by reference in your
Service Contract.
"Supplemental Service" means any service we provide to you other than the Hosting Service.
"Support" means
(i) management of the Hosting Service by a service delivery team,
(ii) availability of live support during Business Hours, or as covered by a specific Service Contract; and
(iii) use of the Dhoondho Infrastructure customer portal/email support system.
(i) management of the Hosting Service by a service delivery team,
(ii) availability of live support during Business Hours, or as covered by a specific Service Contract; and
(iii) use of the Dhoondho Infrastructure customer portal/email support system.
3. OUR OBLIGATIONS
Contingent on your satisfaction of Dhoondho Infrastructure payment approval criteria, Dhoondho
Infrastructure will provide the Hosting Service to the standards stated in the Service Level
Agreement(s) for the term of the Agreement. Dhoondho Infrastructure will also perform those
Supplemental Services that we agree with you in writing to perform.
4. YOUR OBLIGATIONS
You must use reasonable security precautions in light of your use of the Services, including all upgrade
and security patches provided by web applications installed and/or running under our Service. This also
includes encrypting any PII transmitted to or from, or stored on, the Dhoondho Infrastructure
servers or storage devices you use. You must comply with the laws applicable to your use of the
Services and with Dhoondho Infrastructure Acceptable Use Policy. You must cooperate with
Dhoondho Infrastructure reasonable investigation of Service outages, security problems, and any
suspected breach of the Agreement. You must provide Dhoondho Infrastructure with accurate
information to help Dhoondho Infrastructure determine if any tax is due with respect to the
provision of the Services. You are responsible for keeping your billing and other account information up
to date. You must pay when due the fees for the Services stated in the Service Contract(s) or other
agreement between us. We will not be responsible if the services get disconnected for non-payment of
fees.
All Hosting/Domain Contracts are yearly renewable, unless stated in writing otherwise.
All Hosting/Domain Contracts are yearly renewable, unless stated in writing otherwise.
5. DATA BACKUP
5.1 Dhoondho Infrastructure offers data backup services (if stated in contract). Dhoondho
Infrastructure will use commercially reasonable efforts and industry accepted methods to ensure the
reliability of the backup and restore process. However, because of the technical limitations regarding
backups on live servers and the possibility of data corruption, if data has changed since the time we
performed a back up, or that the data was not in a usable state at the time we performed a given
backup, we, in no way, guarantee the usability of any data from any given backup set.
5.2 We do not promise to retain data backups for longer than the agreed data retention period as
outlined in our Service Contract(if signed separately).
6. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES
Dhoondho Infrastructure will use commercially reasonable efforts and industry accepted methods
to ensure the reliability and security of our Services, but Dhoondho Infrastructure is not responsible
to you for unauthorized access to your data or the unauthorized use of the Services. You are
responsible for the use of the Services by any employee of yours, any person to whom you have given
access to the Services, and any person who gains access to your data or the Services as a result of
your failure to use reasonable security precautions, even if such use was not authorized by you.
7. TERM
The duration of the initial term of this Agreement is stated in the Order ("Initial Term"). The Initial
Term shall commence on the later of:
(a) the date upon which Dhoondho Infrastructure accepts the completed Order from the Customer; and
(b) the date upon which Customer's first payment as set out in the Order has been received by Dhoondho Infrastructure (in accordance with the payment provisions set out in this agreement). Unless this Agreement is earlier terminated in accordance with the provisions hereof, this Agreement will, at the conclusion of the Initial Term, automatically renew for successive terms of equal length to the Initial Term upon the same terms and conditions as those specified herein.
(a) the date upon which Dhoondho Infrastructure accepts the completed Order from the Customer; and
(b) the date upon which Customer's first payment as set out in the Order has been received by Dhoondho Infrastructure (in accordance with the payment provisions set out in this agreement). Unless this Agreement is earlier terminated in accordance with the provisions hereof, this Agreement will, at the conclusion of the Initial Term, automatically renew for successive terms of equal length to the Initial Term upon the same terms and conditions as those specified herein.
8. FEES
8.1 Your first invoice will include the initial one time set up fee and the first monthly/quarterly/semiannual
or annual recurring fee from the Service Commencement Date. We will require you to pay this
initial invoice before beginning the Hosting Service. Following the Service Commencement Date,
recurring fees will be billed in advance on or around the anniversary of the Service Commencement
Date. Non-recurring fees, such as bandwidth overages, will be billed monthly in arrears. Fees for any
Supplemental Services will be billed in the amounts and at such times as we agreed with you in
writing.
8.2 Fees are due on receipt of invoices. Any account 30 days past due, for any reason, will have a late
fee of $25 or 1.5%, whichever is greater, added to their outstanding balance. Accounts 30 days past
due are subject to account suspension and a $100 reactivation fee (on top of previous late fees and
past due amounts). Repeated late payments will result in full account termination and deletion without
the possibility of reactivation. Returned checks and declined credit cards will also be charged a $25
non-sufficient funds fee.
If an account is terminated, there is NO possibility that it can be restored or its data recovered.
Dhoondho Infrastructure shall not be liable to the Customer or any other third party for any
consequences of a Customer's account being terminated.
8.3 Following expiration of the initial term, we may increase the fees for the Hosting Service with thirty
days advance written notice unless you have agreed to a fixed renewal term.
8.4 If Dhoondho Infrastructure is required by law to pay taxes on the provision of the Service, you
must pay Dhoondho Infrastructure the amount of the tax that is due or provide Dhoondho
Infrastructure with satisfactory evidence of your exemption from the tax. Fees must be paid in U.S.
Dollars or INR (unless otherwise indicated). Invoices that are not disputed within 30 days of invoice
date are conclusively deemed accurate.
9. EXPORT MATTERS
You represent and warrant that you are not a person to whom Dhoondho Infrastructure is legally
prohibited to provide the Services.
10. CHANGES TO THE ACCEPTABLE USE POLICY
We may change our Acceptable Use Policy to add restrictions on your use of the Services provided that
any new restrictions are reasonable and consistent with hosting industry norms. Any changes to the
AUP made during the term of your Agreement will become effective as to you upon the first to occur
of:
(i) renewal,
(ii) your execution of a new/additional Service Contract for your configuration that incorporates the revised AUP by reference, or
(iii) thirty days following our notice to you describing the change. If a change to the AUP materially and adversely affects you, you may terminate the Agreement by giving us written notice of termination on such grounds no later than thirty days following the date the change became effective as to you. We will not charge you an early termination fee for a termination on such grounds. If you terminate your Service because we have modified our AUP in a way that adversely affects you, we may decide to waive that change as to you and keep your Agreement in place for the remainder of the term.
(i) renewal,
(ii) your execution of a new/additional Service Contract for your configuration that incorporates the revised AUP by reference, or
(iii) thirty days following our notice to you describing the change. If a change to the AUP materially and adversely affects you, you may terminate the Agreement by giving us written notice of termination on such grounds no later than thirty days following the date the change became effective as to you. We will not charge you an early termination fee for a termination on such grounds. If you terminate your Service because we have modified our AUP in a way that adversely affects you, we may decide to waive that change as to you and keep your Agreement in place for the remainder of the term.
11. SUSPENSION OF SERVICES
You agree that we may suspend Services without liability if:
(i) we reasonably believe that the Services are being used in violation of the Agreement;
(ii) you don't cooperate with our reasonable investigation of any suspected violation of the Agreement;
(iii) there is an attack on your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which we reasonably believe that the suspension of Services is necessary to protect the Dhoondho Infrastructure network or our other customers, or
(iv) if required by law. We will give you advance notice of a suspension under this paragraph of at least twelve (12) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Dhoondho Infrastructure or its other customers from imminent and significant operational or security risk.
(i) we reasonably believe that the Services are being used in violation of the Agreement;
(ii) you don't cooperate with our reasonable investigation of any suspected violation of the Agreement;
(iii) there is an attack on your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which we reasonably believe that the suspension of Services is necessary to protect the Dhoondho Infrastructure network or our other customers, or
(iv) if required by law. We will give you advance notice of a suspension under this paragraph of at least twelve (12) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Dhoondho Infrastructure or its other customers from imminent and significant operational or security risk.
12. TERMINATION FOR BREACH
12.1 You may terminate the Agreement for breach if we materially fail to provide the Hosting Service
as agreed and do not remedy that failure within ten days of your written notice describing the failure,
or if we materially fail to meet any other obligation stated in the Agreement and do not remedy that
failure within thirty days of your written notice describing the failure.
12.2 We may terminate the Agreement for breach if we discover that the information you provided to
us for the purpose of establishing the Services is materially inaccurate or incomplete, or the individual
signing the Agreement did not have legal right or authority to enter into the Agreement on behalf of
the person represented to be the customer, your payment of any invoiced amount is overdue and you
do not pay the overdue amount within four Business Days of our written notice, or you fail to comply
with any other provision of the Agreement and do not remedy the failure within thirty days of our
notice to you describing the failure. We may also terminate the Agreement for breach if you violate the
AUP more than once even if you cure each violation.
13. TERMINATION FOR CONVENIENCE
You may terminate the Agreement for convenience at any time on thirty days advance written notice.
14. EARLY TERMINATION FEE
If you terminate the Agreement for convenience or we terminate the Agreement for your breach, in
addition to other amounts you may owe, you must pay an early termination fee equal to the monthly
recurring fees for the remaining portion of the then-current term (remaining months of the annual
contract), unless otherwise stated in a Service Contract.
15. CONFIDENTIAL INFORMATION
agree to confidentiality measures that are at least as stringent as
those stated in this Master Services Agreement,
(ii) to law enforcement or government agency if requested, or if either of us reasonably believes that
the other's conduct may violate applicable criminal law;
(iii) as required by law; or
(iv) in response to a subpoena or other compulsory legal process, provided that each of us agrees to
give the other written notice of at least seven days prior to disclosing Confidential Information under
this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not
reasonably feasible), unless the law forbids such notice.
16. PUBLICITY
You agree that we may publicly disclose that we are providing services to you and may include your
name in promotional materials including press releases and on the Dhoondho Infrastructure Web site.
Neither of us may publicly use the other party's logo or other trade or service mark without permission.
17. LIMITATION ON DAMAGES
17.1 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN OUR SERVICE LEVEL
AGREEMENTS, ALL PRODUCTS AND SERVICES ARE FURNISHED BY DHOONDHO INFRASTRUCTURE
AND ACCEPTED BY CUSTOMER "AS IS", "WITH ALL FAULTS," AND WITHOUT ANY WARRANTY
WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY
EXCLUDED AND DISCLAIMED BY DHOONDHO INFRASTRUCTURE. DHOONDHO INFRASTRUCTURE
DOES NOT WARRANT THAT ANY PRODUCT OR SERVICE WILL MEET CUSTOMER'S REQUIREMENTS
OR THAT IT WILL BE UNINTERRUPTED OR ERROR FREE.
17.2 LIMITATION OF LIABILITY. IN NO EVENT WILL DHOONDHO INFRASTRUCTURE BE LIABLE TO
CUSTOMER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR
SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED
UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF DHOONDHO INFRASTRUCTURE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANYTHING IN THE
AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE MONETARY LIABILITY OF DHOONDHO
INFRASTRUCTURE AND ANY OF ITS EMPLOYEES, AGENT, SUPPLIERS, OR AFFILIATES, UNDER ANY
THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND
INFRINGEMENT) SHALL NOT EXCEED THREE (3) TIMES THE MONTHLY RECURRING FEE PAYABLE
UNDER THE SERVICE CONTRACT(S) IN EFFECT FOR THE CONFIGURATION AT THE TIME OF THE
OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
17.3 TERMS PART OF BARGAIN. Customer acknowledges that Dhoondho Infrastructure has set its
prices and agreed to enter this Agreement in reliance upon the Warranty Disclaimer and Limitation of
Liability set forth in this Agreement, and that both form an essential basis of the bargained Agreement
between the parties.
17.4 DATA BACK UP LIABILITY. We are not liable to you for lost data unless and to the extent you
purchase data back up Services from Dhoondho Infrastructure and we fail to provide the back up
Services as agreed. No other form of warranty is provided. Clients are strongly encouraged to make
reasonable efforts to keep their own, local copies of all data related to Services we provide under this
Agreement.
18. INDEMNIFICATION
You agree that Dhoondho Infrastructure shall not be responsible (and shall not pay any legal
fees/claims) for any action faced by you, your affiliates, or any of your or their respective employees,
agents, or suppliers.
If we, our affiliates, or any or our or their respective employees, agents, or suppliers is faced with a legal claim by a third party arising out of your actual or alleged: gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of the AUP, violation of your agreement with your customers or end users, violation of Section 9 (Export Matters) of this Master Services Agreement, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on Dhoondho Infrastructure as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you.
You must also pay reasonable attorney fees and other expenses we incur in connection with any dispute between persons having a conflicting claim to control your account with us, or any claim by your customer or end user arising from an actual or alleged breach of your obligations to them. If either of us receives notice of a claim that is covered by this Section, the notice must be promptly forwarded to the financially responsible party. The party against whom the claim is made will be allowed to choose legal counsel to defend it and to make decisions regarding the defense of the claim, provided that these decisions are reasonable and are promptly communicated to the financially responsible party. The party against whom the claim is made may not settle the claim without the consent of the financially responsible party, although such consent may not be unreasonably withheld. Notwithstanding anything to the contrary in this Section, if we are financially responsible under this Section for claims against multiple customers, we may elect to choose counsel to defend the claims and control the defense of the claims. Amounts due under this Section must be paid by the financially responsible party as they are incurred by the party against whom the claim is made.
If we, our affiliates, or any or our or their respective employees, agents, or suppliers is faced with a legal claim by a third party arising out of your actual or alleged: gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of the AUP, violation of your agreement with your customers or end users, violation of Section 9 (Export Matters) of this Master Services Agreement, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on Dhoondho Infrastructure as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you.
You must also pay reasonable attorney fees and other expenses we incur in connection with any dispute between persons having a conflicting claim to control your account with us, or any claim by your customer or end user arising from an actual or alleged breach of your obligations to them. If either of us receives notice of a claim that is covered by this Section, the notice must be promptly forwarded to the financially responsible party. The party against whom the claim is made will be allowed to choose legal counsel to defend it and to make decisions regarding the defense of the claim, provided that these decisions are reasonable and are promptly communicated to the financially responsible party. The party against whom the claim is made may not settle the claim without the consent of the financially responsible party, although such consent may not be unreasonably withheld. Notwithstanding anything to the contrary in this Section, if we are financially responsible under this Section for claims against multiple customers, we may elect to choose counsel to defend the claims and control the defense of the claims. Amounts due under this Section must be paid by the financially responsible party as they are incurred by the party against whom the claim is made.
19. SOFTWARE
You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices
that appear on any software we provide for your use. Unless permitted by the terms of an open source
software license, you may not reverse engineer, decompile or disassemble any software we provide for
your use except and to the extent that you are expressly permitted by applicable law to do this, and
then following at least ten days advance written notice to us.
20. OTHER PEOPLE'S PRODUCTS AND SERVICES
We may arrange for you to purchase or license third party software, services or other products that are
not included as part of the Hosting Service, as a Supplemental Service. Dhoondho Infrastructure
MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING SUCH THIRD PARTY
PRODUCTS AND RELATED SUPPORT SERVICES AND AS BETWEEN YOU AND DHOONDHO
INFRASTRUCTURE, SUCH SERVICES ARE PROVIDED "AS IS." Your use of any third party software,
services, and other products is governed by the terms of your agreement with the third party.
21. WHO MAY USE THE SERVICE
You may resell the Hosting Service and you may permit your subsidiaries and affiliated companies to
use the Services if you wish, but you are responsible for use of the Service by any third party to the
same extent as if you were using the Service yourself. Dhoondho Infrastructure will provide
support only to you, not to any other person you authorize to use the Services. There are no third
party beneficiaries to the Agreement, meaning that third parties do not have any rights against either
of us under the Agreement.
22. NOTICES
Your routine communications regarding the Services should be sent to our Dhoondho Infrastructure
support team using the Dhoondho Infrastructure support portal. If you want to give us a notice
regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter,
you should send it by electronic mail and first class United States/Indian postal mail to:
Dhoondho Infrastructure routine communications regarding the Services and legal notices will be
sent to the individual(s) you designate as your contact(s) on your account either by electronic mail,
United States/Indian postal mail, or overnight courier, except that Dhoondho Infrastructure may
give notice of an amendment to the AUP by posting the notice on the Dhoondho Infrastructure web
site and hosting control panel. Notices are deemed received as of the time delivered, or if that time
does not fall within a Business Day, as of the beginning of the first Business Day following the time
delivered, except that notices of AUP amendments are deemed delivered as of the first time that you
log on to your Dhoondho Infrastructure hosting control panel after the time that the notice is
posted. For purposes of counting days for notice periods, the Business Day on which the notice is
deemed received counts as the first day. Notices must be given in the English language.
23. OWNERSHIP OF INTELLECTUAL PROPERTY
Each of us retains all rights, title, and interest in and to our respective trade secrets, inventions,
copyrights, and other intellectual property. Any intellectual property developed by Dhoondho
Infrastructure during the performance of the Services shall belong to Dhoondho Infrastructure
unless we have agreed with you in advance in writing that you shall have an interest in the intellectual
property.
24. OWNERSHIP OF OTHER PROPERTY
You do not acquire any ownership interest in or rights to possess the servers or other hardware we
provide for your use, and you have no right of physical access to the hardware. We do not acquire any
ownership interest in or rights to the information you transmit to or from or store on your Dhoondho
Infrastructure servers or other devices. On termination of the Agreement, you must promptly release
any Internet protocol numbers, addresses, or address blocks assigned to you in connection with the
Service (but not any URL or top level domain or domain name) and agree that we may take steps to
change or remove any such IP addresses.
25. INTELLECTUAL PROPERTY INFRINGEMENT
If Dhoondho Infrastructure or any of its customers is faced with a credible claim that the Services
infringe on the intellectual property rights of a third party, and Dhoondho Infrastructure is not
reasonably able to obtain the right to use the infringing element or modify the Services such that they
do not infringe, then Dhoondho Infrastructure may terminate the Services on reasonable notice of
at least thirty (30) days, and will not have any liability on account of such termination except to refund
amounts paid for Services not used as of the time of termination.
26. ASSIGNMENT
You may not assign the Agreement without Dhoondho Infrastructure prior written consent. We
may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our
business.
27. FORCE MAJEURE
Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an
event beyond our control, such as significant failure of a part of the power grid at our place/power
stations providing us with power, significant failure of the Internet, natural calamities, disaster, war,
riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a
magnitude or type for which precautions are not generally taken in the industry.
28. GOVERNING LAW, LAWSUITS
The Agreement is governed by the laws of the India, exclusive of its choice of law principles, and the
laws of India, as applicable. The Agreement shall not be governed by the United Nations Convention
on the International Sale of Goods. You waive all objections to this venue and agree not to dispute
personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any
class action lawsuit against Dhoondho Infrastructure or any of its employees or affiliates. Each of
us agrees that we will not bring a claim under the Agreement more than one year after the time that
the claim accrued.
29. SOME AGREEMENT MECHANICS
If you sign multiple Service Contracts for a single configuration - for example, to add a server or
additional services, then the Master Services Agreement, Service Level Agreement, and Acceptable Use
Policy referenced in the last signed Service Contract will govern the entire configuration.
Except for amendment to the AUP as described in Section 10 above, the Master Services Agreement,
Acceptable Use Policy and Service Level Agreement may be amended only by a formal written
agreement signed by both parties. A Service Contract may be amended by a formal written agreement
signed by both parties, or by an exchange of correspondence, including via electronic mail or the
Dhoondho Infrastructure ticketing system, that includes the express consent of an authorized
individual for each of us.
If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Service Contract, the Service Level Agreement, any addendum to the Master Services Agreement, the Master Services Agreement, and the Acceptable Use Policy. If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. Our relationship is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word "including" in the Agreement shall be read to mean "including without limitation." Sections 8, 14, 15, 17, 18, and 28, and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement. If you have made any change to the Agreement documents that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement.
The Agreement may be signed in multiple counterparts, which taken together will be considered one original. Facsimile signatures shall be deemed to be original signatures. The Agreement is the complete and exclusive agreement between you and Dhoondho Infrastructure regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.
If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Service Contract, the Service Level Agreement, any addendum to the Master Services Agreement, the Master Services Agreement, and the Acceptable Use Policy. If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. Our relationship is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word "including" in the Agreement shall be read to mean "including without limitation." Sections 8, 14, 15, 17, 18, and 28, and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement. If you have made any change to the Agreement documents that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement.
The Agreement may be signed in multiple counterparts, which taken together will be considered one original. Facsimile signatures shall be deemed to be original signatures. The Agreement is the complete and exclusive agreement between you and Dhoondho Infrastructure regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.