ManageArtworks Website Terms of Use:

This site is owned and operated by Karomi Technology Pvt Ltd (also known as “Karomi”). By accessing and using this site and related subdomains (collectively, the “Site”), you signify your consent to these terms of use (“Terms”) and the legal obligations arising therefrom. If you do not agree to these Terms, you may not continue to use the Site. These Terms create a binding agreement between you and Karomi. Karomi may modify these Terms at anytime and such modification will be effective upon posting on the Site. If you continue to use the Site after a change to these Terms, you automatically accept those changed terms.

Copyrights and Trademarks:

All content and materials available on or through this Site are the property of Karomi or its licensors, or where indicated, other third parties, and are protected by copyright, trademark and commercial and other intellectual property laws. All rights not expressly granted by the Site or its content are reserved. No content or materials on the Site may be copied, reproduced, republished, uploaded, posted, transmitted, displayed, sold, licensed, or distributed in anyway. Modification of the contents or materials on the Site, or use of the contents or materials for any other purpose, is a violation of United States, Canadian and international copyright and other proprietary rights laws. You are not authorized to use the trademarks, logos and service marks of this Site for any purpose, including but not limited to their use as links or metatags in any other pages or sites without the written permission of Karomi. For the purposes of these Terms, the use of any such content or materials on any other website or networked computer environment is expressly prohibited. All other trademarks on this site, if any, are the property of their respective owners.

Conditions applicable to certain specific contents of the Site:

Certain sections or content of this Site maybe subject to additional requirements and rules that apply to your use of the Site. In the event of any inconsistency or conflict between these Terms, the rules relating to the specific section or content take precedence.

Electronic communications:

By visiting this Site and sending electronic messages to Karomi, you are participating in electronic communications and consenting to receive communications from Karomi. You agree that any electronic communications that Karomi sends to you will satisfy any legal requirement that such communications be in writing.

Disclaimer:

POSTINGS ARE MADE AT TIMES SETBY KAROMI IN ITSDISCRETION. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED ON THISSITE IS CURRENT. KAROMI DOES NOT REVIEWPREVIOUS PUBLICATIONS TO DETERMINE WHETHER THEY REMAIN ACCURATE, AND THEINFORMATION CONTAINED IN SUCH PUBLICATIONS MAY BECOME OUTDATED.

KAROMI AND/OR ITSSUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AND THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, MAKE NO OPINION REGARDINGTHE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THEINFORMATION, USER CONTENT (as defined below), SOFTWARE, PRODUCTS, SERVICES ANDRELATED GRAPHICS ON THIS SITE FOR ANY PURPOSE. SUCH INFORMATION, SOFTWARE,PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” AND “AS AVAILABLE”WITHOUT WARRANTY OF ANY KIND. KAROMI AND/ORITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, ANDTHEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HEREBY DISCLAIM ALLWARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION, USER CONTENT, ANDSOFTWARE , PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ANY IMPLIEDWARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL KAROMI AND/OR ITS SUBSIDIARIES, AFFILIATES,SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE OFFICERS,DIRECTORS, EMPLOYEES AND AGENTS, HAVE ANY LIABILITY HEREUNDER FOR ANY DAMAGES,INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, CONSEQUENTIAL OR ANY OTHERDAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OFCONTRACT, NEGLIGENCE OR ANY OTHER TORTIOUS ACTION, ARISING OUT OF OR INCONNECTION WITH THE USE OF THIS SITE, ITS CONTENT, USER CONTENT OR OTHERMATERIALS INCLUDED HEREIN.

Compensation:

You agree to defend, indemnify and hold harmless Karomi, its subsidiaries, affiliates, service providers, licensors and suppliers, and its respective officers, directors, employees and agents, with respect to any claims, actions or demands, including but not limited to reasonable legal and accounting costs arising from your breach of these Terms, or from downloading, accessing, using or misuse of elements, content, user content or the Site itself. Karomi will notify you of any such claim, suit or proceeding and you will assist Karomi, at your expense, in defending any such claim, suit or proceeding. Karomi reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this section. In this case, you agree to respond favorably to any reasonable request with a view to ensuring the defense of Karomi in this type of matter.

Links to third party sites:

Any third party sites linked to the Site are provided as a convenience and are not under the control of Karomi, and, therefore, Karomi assumes no responsibility for the contents of any linked third party site, or any link contained on any such linked site, and Karomi makes no representation regarding the quality of any products or services contained on such site. Karomi reserves the right to terminate any link or associated program at any time. Karomi does not endorse the companies or products we link to. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk.

Links from third party sites:

Karomi prohibits unauthorized links to the Site from third party sites, as well as the incorporation of any information contained on the Site or any part of the site by third parties. Karomi reserves the right to disable any unauthorized links or frames. Karomi disclaims any responsibility for materials on other sites containing links to this Site.

User content:

The Site may, now or in the future, authorize the presentation of content intended for users of the Site(“User Content”) as well as the hosting, sharing and/or publication of such User Content. You acknowledge that, in the event that such User Content is published (or not), Karomi does not guarantee the confidentiality of any submissions you may submit. You will be solely responsible for the User Content that you submit and the consequences of their publication. Karomi also reserves the right to decide whether any User Content is appropriate and complies with these Terms with respect to violations of copyright, intellectual property and other related violations including, but not limited to, without limitation, the presentation of elements of a pornographic, obscene or defamatory nature, or which exceed the authorized duration. Karomi may remove such User Content and/or prohibit the uploading of material in violation of these Terms at any time, without notice and in its sole discretion.

Illegal or prohibited use:

The Site may not be used in connection with any commercial endeavors except those that are specifically approved by Karomi. The following activities are expressly prohibited: (i)collecting names and/or email addresses of other users by electronic or other means, for the purpose of sending emails or other unrelated communications. requested, (ii) any use of the Site which, in the sole judgment of Karomi, deteriorates the reliability and degrades the speed or operation of the Site or any hardware or software element associated with it, and (iii) any use of the Site that is illegal or violates these Terms.

By using this Site, you agree not to use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use this Site in any manner that could impair, damage, overburden, or disable any Karomi account, computer system, or network. Probing, scanning or testing the vulnerability of the Karomi Site is prohibited. Additionally, you may not use hacking, password mining or other methods to access Karomi products or services without authorization. You may not attempt to obtain any information not intentionally made available through this Site. You must not use any robot, crawler, scraping application or other automated device to access the Site or any Karomi account, computer system or network.

If these Terms are breached and Karomi does not take immediate action, this does not mean that Karomi has waived its rights. Karomi may take action at any time in response to an infringement.

Password protection:

Access to and use of password-protected portions of the Site is reserved for authorized users; you must not share your passwords, account information or access to the Site. Protecting the confidentiality of your passwords and account information is your responsibility; you are also responsible for all activities occurring in connection with your account and password or as a result of your access to the Site. You agree to immediately notify Karomi of any unauthorized use of your passwords or accounts.

Children:

By using the Site, you represent and warrant that you are at least 13 years old. If we believe that you are under 13, your account may be terminated at any time.

Complaint procedure for copyright infringement:

If you are a copyright owner or agent and you believe that any content, including User Content, on this Site infringes your rights, you may submit a notification to us with the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a complete list of such works;
Identification of the material that is the subject of the allegedly infringing or infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Service Provider to services to locate these elements;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; And
A statement that the information in the notification is accurate and that, under penalty of perjury, you are authorized to act on behalf of the exclusive right owner who is the subject of the alleged infringement .

Contact information to receive notices of claimed infringement and notifications relating to User Content and/or violations of these Terms (e.g., criminal violations) is as follows: webmaster@karomi.com

Feedback:

You have no obligation to provide us with your ideas, suggestions or proposals (“Feedback”). However, if you submit Feedback to us, you grant Karomi a worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to establish, use, sell, offer to sell , import, reproduce, publicly display, distribute, modify and publicly perform actions in response to Feedback. If Karomi uses your Feedback, Karomi does so without any obligation or compensation to you.

General:

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but maybe assigned by Karomi without restrictions. This Site is controlled by Karomi from its offices in India, United States of America and France. Karomi makesno representation that materials on the Site are appropriate or available foruse in other locations. In addition, accessing them from territories wheretheir contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export any materials from this Site in violation of United States export laws or regulations. Any person, company or entity using this Site expressly agrees to submit to the exclusive personal jurisdiction of the courts of India, for any claim or proceeding asserted by or against them concerning or relating to this Site or the materials contained therein. In case of doubt, the English version of these Terms and all related documents shall prevail. If any particular provision of these Terms is unenforceable, it will either be modified as little as possible to ensure the maximum effect of its original intent, or deemed severable and will not affect the validity of the remaining provisions of the Terms, which will remain fully in force. Karomi’s inability to act or enforce any term of the Terms shall not constitute a waiver of that term or any other term relating thereto. No waiver shall be enforceable against Karomi unless in writing, and no such waiver shall be construed as a waiver in any other case.

Unless expressly agreed between Karomi and you, these Terms constitute the entire agreement between us relating to the subject matter hereof, and supersede all prior or current contracts, whether written or oral, with regard to said provisions. The section titles use dare for convenience only and have no legal force. These Terms are transferable to our successors, assigns, licensees and sublicensees.

ManageArtworks Software as a Service Agreement:

Please read this agreement before using services. By accessing or using ManageArtworks software or services offering, you (“the customer”) signify acceptance of and agree to the terms and conditions of this agreement.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

This Software License Agreement (the “Agreement”) is between you and the entity offering the ManageArtworks service (Karomi)

If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then “you” means your entity and you are binding your entity to this Agreement.

Karomi may modify this Agreement from time to time, subject to the terms in Section 12.6 (Changes to this Agreement) below.

1. Definitions:

“Karomi" means any entity authorised to offer the ManageArtworks Service which includes Karomi Technology Pvt Ltd (India), its wholly owned subsidiaries Karomi Inc, USA and Karomi SAS France and its successors and assigns.

“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf.

“Account Registration” means you must register for an account with us in order to place Orders or access or receive Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account, including Orders made or features / services enabled (which may incur fees).

“Authorized Users” means Users who may access and use the Software. You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users).

“User Privileges” means a set of actions that a particular Authorized user can perform depending on the type of Privilege decided by the Administrator User.

“Customer Content” means all data and materials provided by Customer to Manageartworks for use in connection with the SaaS Services, including, without limitation, customer artworks, data files, and graphics.

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by ManageArtworks to Customer regarding the use or operation of the SaaS Services.

“Host” means the computer equipment on which the Software is installed, which is owned and operated by Karomi or its subcontractors.

“Data” means a unique collection of data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of using the ManageArtworks service. This data may be physically or logically maintained in a single repository or in separate physical or logical repositories.

“SaaS Services” and “ManageArtworks” refer to the specific ManageArtworks’s internet-accessible SaaS service that is hosted by Karomi or its services provider and made available to Customer over a network on a term-use basis.

“Effective Date” means the specific date on which your registered for ManageArtworks service or any date announced subsequently for any changes to this contract.

“Subscription Term” shall mean that period during which Customer will have on-line access and use of the ManageArtworks Platform. The Subscription Term shall renew automatically for successive periods subject to timely payment by customer. The subscription can be terminated by Karomi by giving a one month prior notice. If the customer payment is not received on the stipulated due date or if there is a breach of terms, the service will be terminated immediately without notice.
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2. SaaS Services:

2.1. During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the ManageArtworks SaaS Services solely for your internal business operations subject to the terms of this Agreement.

2.2. Customer acknowledges that this Agreement is a services agreement and Karomi will not be delivering copies of the Software to Customer as part of the SaaS Services.
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3. Restrictions:

Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized users, (iii) use or access the SaaS Services to provide service third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Karomi shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.

4. Customer Responsibilities:

4.1. Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Karomi exercises no control over the content of the information transmitted by Customer or the Identity Cube users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

4.2. Unauthorized Use; False Information. Customer shall: (a) notify Karomi immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Karomi immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer and (c) not provide false identity information to gain access to or use the SaaS Services.

4.3. Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Karomi shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

4.4. Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Karomi immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Karomi immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use the Service.

4.5. License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to Karomi a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.

4.6. Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Karomi or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some Karomi programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by Karomi and not under the Agreement.

4.7. Suggestions. Karomi shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.
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5. Orders and Payment:

5.1. Orders: Customer shall order SaaS Services as per the Published pricing plan. This includes plan changes and any additional services.

5.2. Invoicing and Payment. Karomi shall invoice Customer for all fees on the Scheduled date. Customer shall pay all invoices on due date mentioned.

5.3. Taxes. Karomi shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, VAT, GST or any similar applicable charges relating to Customer’s purchase and use of the services.

5.4. No Refunds: Except as expressly provided otherwise, fees are non-refundable. In case of Cancellation of services by customer at any point in time, there will be no refunds payable for the remaining unused portion of the subscription period.

5.5 Cancellations:

5.5.1. Monthly Subscription:

a. Cancellations must be requested before the end the month to be effective from the following month. Cancellations done during the middle of the month will be charged for the ongoing month and cancellation will be effective form the subsequent month.

b. Users will be fully charged for the remaining days of the current month upon cancellation.

c. Once the cancellation is processed, access to the ManageArtworks services will cease at the end of the current billing cycle.

d. E.g. if you cancel your subscription on March 12, your account will continue to work until end of March as you have already been billed at the start of the month for the whole month.

5.5.2. Annual Subscription:

a. For yearly plans, refunds will be initiated for the remaining months upon cancellation.

b. The refund amount will be calculated on a pro-rata basis based on the annual amount for the unused portion of the subscription period.

c. For example, if a subscription starts on March 1st and is canceled on December 12th, the user will be charged for the entire month of December. The remaining amount for the unused period (Jan 1st - February 28th) will be refunded.

d. Cancellations must be requested before the renewal date to initiate the refund process.

5.6. Plan Changes – Up / Down:

5.6.1. Any plan changes will be made effective from same business day when the request is made.

5.6.2. The pro-rated difference in amount payable from customer will be included in the subsequent month’s invoice

5.6.3. In case any credit is due to the customer, the same will be reflected in the next invoice. No refunds will be made under any circumstances. The credit in the customer account can be set off against future usage.
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6. Term and Termination:

6.1. Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

6.2. Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

6.3. Suspension for Non-Payment. Karomi reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any amounts on time. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Karomi shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.

6.4. Suspension for Ongoing Harm. Karomi reserves the right to suspend delivery of the SaaS Services if it reasonably concludes that Customer or a user’s use of the SaaS Services is causing immediate and ongoing harm to Karomi or others. Karomi shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Karomi shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4.

6.5. Effect of Termination.

i) Upon termination of this SaaS Agreement or expiration of the Subscription Term, Karomi shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.

ii) If Karomi terminates this SaaS Agreement due to a breach by Customer, there shall be no refund payable for remaining term of this SaaS Agreement for which the customer has prepaid.

iii) Data Retention after termination: Upon termination, it is the responsibility of the customer to download copies of files from the platform. Karomi reserves the right to delete the data Customer data without any notice anytime before 60 days from the date of termination.
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7. Support:

Customer Support offers several ways to resolve any technical difficulties. In addition to online help in the Software, which can be accessed by clicking the “?” option when logged into the Software, function-specific help information can also be accessed throughout the Software using the ‘?’ option.

The online support is available 24x7 for self-service technical assistance including:

Accessing product documentation, technical articles, and FAQs
Chat support
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8. Warranties:

8.1. Warranty. Karomi represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation.

8.2. KAROMI WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. KAROMI DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT KAROMI WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT KAROMI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY KAROMI (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER KAROMI NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL KAROMI OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS. KAROMI ALSO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, (II) REGARDING THE RESULTS TO BE OBTAINED FROM THE SERVICE.

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9. Limitations of Liability:

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF KAROMI) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
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10. Indemnification:

10.1. Indemnification by Karomi. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Karomi’s negligence or willful misconduct has caused bodily injury or death, Karomi shall defend Customer and its directors, officers and employees against the claim at Karomi’s expense and Karomi shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Karomi, to the extent arising from the claim. Karomi shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by Karomi, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. Karomi may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

10.2. Indemnification by Customer. If a third party makes a claim against Karomi that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Karomi and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

10.3. Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

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11. Confidentiality:

11.1. Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. Karomi software and Documentation are deemed Confidential Information of Karomi.

11.2. Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

11.3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

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12. General Provisions:

12.1. Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Karomi’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.

12.2. Personal Data. Customer hereby acknowledges and agrees that Karomi’s performance of this SaaS Agreement may require ManageArtworks to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to ManageArtworks, Customer agrees that Karomi and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Karomi to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to ManageArtworks, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC or any laws applicable to relevant countries and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and ManageArtworks SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any ManageArtworks SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by ManageArtworks under this Agreement, including that such processing according to Customer’s instructions will not place Karomi in breach of applicable data protection laws. Prior to processing, Customer will inform Karomi about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the ManageArtworks SaaS meets such restrictions or special requirements. Karomi to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

12.3. Karomi Personal Data Obligations. In performing the SaaS Services, Karomi will comply with the Karomi Services Privacy Policy, which is available at http://www.ManageArtworks.com/privacy-policy and incorporated herein by reference.

12.4. Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.

12.5. Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.

12.6. Modifications Generally. We may modify the terms and conditions of this Agreement (including Karomi Policies) from time to time, with notice to your registered email address or by posting the modified Agreement on our website. Together with notice, we will specify the effective date of the modifications.

12.7. Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

12.8. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.

12.9. Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.

12.10. Entire SaaS Agreement. This SaaS Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

12.11. Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.

12.12. Publicity. Karomi may include Customer’s name and logo in its customer lists and on its website. Upon signing, Karomi may issue a high-level press release announcing the relationship and the manner in which Customer will use the ManageArtworks solution. Karomi shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.

12.13. Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

12.14. No Third Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

12.15. Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

12.16. Statistical Information. ManageArtworks may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.

12.17. Governing Law:

a) This SaaS Agreement shall be governed by the laws of the State of Delaware, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
b) While Karomi Technology Pvt Ltd provides services to customers in India, this shall be governed by Indian Laws.
c) Whereas Karomi Inc provides the service to other customers globally, this shall be governed by the laws of the state of Delaware, USA.
d) The United Nations Convention on Contracts for the International Sale of Goods.

12.18. Compliance with Laws. Karomi shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data

12.19. Dispute Resolution. Customer’s satisfaction is an important objective to Karomi in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

12.20. No Signatures. Click to accept By Clicking on the Accept and submitting button you agree and consent to the User agreement, its policies and the Privacy Policy governing the use of ManageArtworks SaaS platform.

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