CAI Stack Terms and Conditions

Your Utilization of The Services -

These Terms grant you a license to use our Services when you engage with the CAI Stack Service or any of our consulting services. You acknowledge and agree that these terms and conditions will govern your access and use of the Services.

Acceptable Use Guidelines -

Third parties will not be allowed to use the services as agreed upon by the customer.

• Enabling customer end-users to infringe or misappropriate intellectual property, including violating or encouraging the violation of the legal rights of others.
• Engaging in, promoting, or encouraging illegal activities.
• Carrying out any illegal, invasive, infringing, defamatory, or fraudulent actions, including phishing, establishing pyramid schemes, or mirroring a website.
• Spreading viruses, worms, Trojan horses, or corrupted files to do so, hoaxes, or other items that are destructive or deceptive.
• Preventing customers, authorized resellers, or other authorized users from using the Services or the equipment used to provide them.
• Disabling, interfering with, or circumventing the Services.
• Generating, distributing, publishing, or facilitating unsolicited mass emails, promotions, advertising, or other solicitations (commonly known as spam).
• Accessing any other CAI Stack product or service without following the Terms by using the Services or any interfaces provided with the Services.

Intellectual Property Rights -

This Agreement, unless explicitly stated otherwise, does not confer any rights, whether implied or otherwise, for either party to access the content or intellectual property of the other. In this relationship, the customer retains ownership of all Intellectual Property Rights related to Customer Data and the Application or Project (if applicable), while CAI Stack maintains ownership of all Intellectual Property Rights related to Services and Software.

Confidential Information -

"Confidential Information" refers to information disclosed by one party (or an Affiliate) to the other party (recipient) under this Agreement. Such information is either marked as confidential or would typically be regarded as confidential under the circumstances. Excluded from this definition is information independently developed by the recipient, information rightfully provided by a third party without confidentiality obligations, or information that becomes public without any fault of the recipient. Notwithstanding the foregoing, Customer Data is classified as Customer's Confidential Information.

• Confidentiality Obligations - The party receiving Confidential Information commits to maintaining the utmost confidentiality, sharing such information only with Affiliates, employees, agents, or professional advisors who necessitate access and have formally agreed (or are otherwise legally bound, in the case of professional advisors) to uphold confidentiality. The recipient undertakes to ensure that these individuals and entities utilize the Confidential Information solely to exercise rights and fulfill obligations under this Agreement, exercising reasonable care to safeguard its confidential nature.
• Mandatory Disclosure - Despite any conflicting terms in this Agreement, the receiving party may disclose Confidential Information as compelled by applicable Legal Process. However, the recipient shall exert commercially reasonable efforts to: (i) promptly inform the other party before such disclosure, and (ii) adhere to reasonable requests from the other party concerning measures taken to contest the disclosure. Exceptions to (i) and (ii) will be applicable if the recipient determines that compliance could: (a) result in a violation of Legal Process; (b) impede a governmental investigation; and/or (c) pose a risk of death or serious physical harm to an individual.

Term and Termination -

• Agreement Duration - The "Term" of this Agreement initiates on the Effective Date and persists until termination as specified in Section 5 of this Agreement.
• Termination for Breach - Either party holds the authority to terminate this Agreement due to a breach if: (i) the other party significantly breaches the Agreement and fails to rectify it within thirty days of receiving written notice; (ii) the other party halts its business operations or becomes subject to insolvency proceedings not resolved within ninety days; or (iii) the other party breaches this Agreement in a substantial manner more than twice, regardless of prior cures. Additionally, CAI Stack retains the right to terminate any, all, or part of the Services or Projects if Customer meets any conditions in Section 5.2(i), (ii), and/or (iii).
• Termination at Convenience - The customer can terminate the use of the services at any time. Termination for convenience can be initiated by Customer with prior written notice, and upon termination, the use of the relevant Services must cease. CAI Stack can terminate this Agreement at its convenience at any time without incurring liability to Customer.
• Consequences of Termination - Upon termination: (i) The rights that were granted will cease immediately; (ii) Storage devices will no longer contain any customer data by CAI Stack; (iii) It is the customer's responsibility to discontinue any use of the services provided by CAI Stack; and (iv) upon request, both parties will make commercially reasonable efforts to return or destroy all Confidential Information belonging to the other party.
• Survival of Certain Provisions - Despite the termination of this Agreement, certain provisions, including those related to confidentiality, intellectual property rights, and indemnification, will survive.

Limitation of Liability -

• Restriction on Indirect Liability - To the fullest extent permitted by applicable law, neither party shall be liable for loss of revenues or indirect costs, nor for special, incidental, consequential, exemplary, or punitive damages. This clause applies even when a party was aware or should have been aware of the likelihood of such damages, and even if direct damages fail to provide a remedy.
• Exceptions to Limitations - These liability limitations are not applicable in instances involving the infringement of a party's Intellectual Property Rights by the other party, breaches of indemnification obligations, or defaults on the Customer's payment responsibilities.

Indemnification -

• Indemnification Obligations - Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party") from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (i) the Indemnifying Party's violation of the Terms; (ii) the Indemnifying Party's use of the Services or the Content; (iii) the infringement or misappropriation of any Intellectual Property Rights; and (iv) any actions of the Indemnifying Party that result in legal claims or regulatory inquiries.
• Indemnity Claims Process - The Indemnified Party must provide prompt notice to the Indemnifying Party upon receiving a claim that could be subject to indemnification. The Indemnifying Party will assume control of the defense and settlement of the claim, provided it does not involve a settlement or adverse judgment affecting the Indemnified Party without its consent.

Miscellaneous -

• Entire Agreement - This Agreement constitutes the entire understanding between the parties concerning the subject matter and supersedes all prior agreements, proposals, or communications, whether oral or written. Amendments or modifications must be in writing and signed by authorized representatives of both parties.
• Customer's Responsibility - Unless prohibited by applicable law, the Customer is obligated to safeguard and indemnify CAI Stack and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding. This obligation arises from: (i) the development of any Application, Project, Instance, Customer Data, or Customer Brand Features; or (ii) the Customer's, or its End Users, utilization of the Services in violation of the acceptable use policy.
• CAI Stack Commitment - CAI Stack is responsible for maintaining the defence and indemnification of the Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal matter. Allegations that the use of is being used are the only ones that this responsibility applies to (a) CAI Stack' technology employed to provide the Services or (b) any CAI Stack A third party's patent, copyright, trade secret, or trademark is infringed or misappropriated by the Brand Feature.
• Exclusions - The stipulations in Section 8 do not extend to situations where the underlying Allegation arises from
  a. The indemnified party has breached this Agreement.
  b. Modifications to the technology or Brand Features by anyone other than the indemnifying party.
  c. The combination of the technology or Brand Features with materials not provided by the indemnifying party.
  d. Using versions of the Services or Brand Features that are not current or supported.
• Conditions - Sections 8.1 and 8.2 are applicable only if:
  a. The indemnifying party promptly informs the indemnifying party in writing of any allegation(s) that were previously filed before the Third-Party Legal Proceeding and participates in the process.
  b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, with the provision that the indemnified party may appoint its non-controlling counsel at its expense. Additionally, any settlement requiring admission of liability, payment, or action will necessitate the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Declarations and Affirmations -

Both parties confirm and assure the following:

• They possess complete authority and power to enter into this Agreement.
• They are dedicated to adhering to all pertinent laws governing the provision and utilization of the Service.

Disclaimer -

In addition to the above, our Service, including all associated features, is provided to you on an "AS IS" and "AS AVAILABLE" basis. It comes without any warranties, whether explicit or implied, including but not limited to fitness for a particular purpose, title, or non-infringement. If legal constraints prevent the exclusion of such warranties, CAI Stack provides the minimum required by applicable law.

Unexpected Events -

Any failure or delay in performance cannot be held responsible in situations beyond reasonable control.

Independent Entities -

CAI Stack and the other party are explicitly dissatisfied with any establishment of an agency, partnership, or joint venture in this Agreement.

Rights Retained -

The rights specified in this Agreement may not be waived by either party if they fail or delay in exercising those rights.

Preserve Validity -

The remaining portions of this Agreement will continue to be effective if any term in this Agreement is deemed invalid, illegal, or unenforceable.

Diverse Aspects -

CAI Stack's decision not to enforce certain provisions in these Terms does not waive the right to enforce them. In case of invalidity or unenforceability, replacements will be made with provisions aligning closely with the original intent. The remainder of the Terms stays effective. Any waiver or non-enforcement on one occasion does not extend to other provisions or occasions. A printed version of these Terms and any electronically provided notices are admissible in legal proceedings to the same extent as printed business documents and records.

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