Terms and Conditions

In consideration of the mutual covenants contained in the SaaS Agreement and such other good and valuable consideration, the sufficiency of which is hereby recognized, RRSSI and Customer, intending to be legally bound, agree as follows from the Effective Date:

1. DEFINITIONS

1. “Applicable Term” means the Service term stated in an Order Schedule.
2. “Authorized User” means an individual who is an employee or agent of Customer, or a Permitted Entity, and who is allocated privileges (“Named Users”) as further specified in Section1(f) and (g). Authorized Users may also include Customer’s agents, contractors, and/or professionals provided: I) they use the Service for the sole benefit of Customer under the terms of this Agreement; and ii) they are under obligation of non-disclosure substantially similar as the confidentiality terms in Section13. Customer shall be responsible for the acts and omissions of all such Authorized Users.
3. “Customer Data” means information that Customer provides for loading, storage, or processing using the Service(s) and such output of the Service as results from the operation of the Service(s) on that data.
4. “Documentation” means the then-current RRSSI user guides and manuals for use of the Service, including but not limited to the Service Description, in written or electronic form, and so designated by RRSSI.
5. “Named Interactive User” privileges with respect to an Authorized User permit one Authorized User to access all functionality of the Service.
6. “Order Schedule” means a RRSSI ordering document which may include information such as, but is not limited to, number of Named Users, Applicable Term, and fees, which is executed and delivered by the parties.
7. “Permitted Entity” means a corporation, company, partnership, joint venture, or other entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Customer where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such an entity, whether through the ownership of voting securities, by contract, or otherwise. “Professional Services” means consulting services as set out in a statement of work executed between the parties.
8. “Service” means an RRSSI SaaS product identified in an Order Schedule, as further described in the Documentation.
9. “Service Limits” means the maximum allocation of Service resources that is provided with the Service, as further specified in the Documentation.
10. “Support Services” means the then current support services as specified in Support Service and Support Level found at Attachment B herein.
11. “Update” means i) a release, version, or bug fix with respect to the Service that RRSSI makes available to its customers generally at no additional charge in excess of the service fees for the applicable Service(s). Updates do not include any Service, software, services, or future products that RRSSI offers separately.

2. STRUCTURE

This “Agreement” consists of this SaaS Agreement, together with all Attachments, Order Schedules, and Statements of Work associated with this SaaS Agreement.

3. SERVICE

1. RRSSI will, during the Applicable Term, make available to Customer the Service(s) according to the service levels stated in the Support Services, solely for the internal business operations of Customer and the Permitted Entities.
2. Customer may, during the Applicable Term, make available the Service(s) to Authorized Users solely for the internal business operations of Customer and the Permitted Entities. For the avoidance of doubt, if an entity ceases to be a Permitted Entity, the right of Customer to permit such entity, or its Authorized Users,to use the Service(s) will end.
3. Customer may allocate and reallocate, and permit Permitted Entities to allocate and reallocate, Named User privileges among Authorized Users, provided that the frequency and/or nature of such allocation and/or reallocation does not have the effect of permitting more than Authorized Users to use the Service.
4. Customer will be liable to RRSSI for all acts or omissionsof any Permitted Entity and/or Authorized User that would, if committed or omitted by Customer, be a breach of this Agreement.

4. DATA SECURITY

RRSSI will provide the Service(s) using the data security processes, and according to the terms, found at Attachment C herein.

5. USER RESTRICTIONS

1. Except as expressly permitted by this Agreement, Customer may not, and may not allow any third party to: (i) decompile, disassemble, decrypt, or reverse-engineer any Service; (ii) remove any product identification or proprietary-rights notices from any Service or the Documentation; (iii) sell, lease, lend, or otherwise make available any Service to a person other than a Permitted Entity or Authorized User as permitted by Section 3(b); (iv) use a Service for the benefit of any person other than Customer or a permitted Entity, whether for timesharing, service bureau, or other purposes; (v) modify, or create derivative works of, any Service (it beingunderstood that mere configuration of a Service as contemplated by the Documentation is not a modification or the creation of a derivative work); (vi) use any virtual session, automated process, scheme by which multiple natural persons use a Service, or any other means (including, but not limited to, artificial intelligences) to make greater use of any Service than is permitted under the user privileges specified in this Agreement and/or the applicable Order Schedule; (vii) use the Service in a manner not consistent with the Documentation; or (viii) otherwise use any Service except as expressly provided in this Agreement.

6. SUPPORT AND PROFESSIONAL SERVICES

1. RRSSI will provide Customer Support Services during the Applicable Term.
   Where Customer requires Professional Services with respect to the Service in excess of Support Services (including, but not limited to, integration and configuration), the parties will contract for such services under the terms stated in Attachment D (Professional Services Program). A breach by a party with respect to Professional Services will not itself be a breach by that party with respect to other Services.

7. TERM

1. The Applicable Term shall commence as specified on each Order Schedule and continue for the period as specified therein.
2. The Applicable term may be renewed for an additional three years by both parties exercising an option, executing a new Agreement in writing, or executing a new purchase order incorporating this Agreement in writing. RRSSI may increase the price during any renewal term.

8. PAYMENT TERMSAND TAXES

1. RRSSI shall invoice for Service fees upon delivery of the Service at the beginning of the Applicable Term. RRSSI shall invoice for Professional Services upon the earlier of (i) completion of the Professional Services or (ii) monthly in arrears on the first day of the calendar month that follows the date during which the Professional Services are performed.
2. All amounts under this Agreement that are not subject to a good faith dispute of which Customer has given RRSSI written notice are due within 30 days after the date of the invoice. If Customer fails to timely pay any amount as required by this Agreement, Customer will pay past due balance with an interest at the monthly rate of one and one-half percent (1.5%); Customer shall further be liable for all costs and expenses (including attorneys’ fees) reasonably incurred in collecting or attempting to collect any charges owed. Accounts unpaid for fifteen (15) days following the due date will be considered in breach, and RRSSI may suspend or terminate performance and seek all remedies available. Payments received after default shall be applied against interest, expenses, and principal as RRSSI determines in its sole discretion.
3. Except as otherwise expressly stated in an Order Schedule, all amounts are due in United States Dollars.
4. Customer shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption.
5. If Customer requires that a purchase order number appear in this Agreement or any component of this Agreement, Customer must give notice of the same within seven days from the Effective Date. In any case, no Customer requirement for purchase order numbers or other clerical or similar requirements will delay or reduce any Customer obligation under this Agreement.

9. REFERENCE

1. Both parties hereby authorize each other that they can publish, distribute, or use each other’s name, trademarks, or trade dress for the purpose of advertising, making news release, creating a business reference, creating website content.

10. TERMINATION

1. Termination is not an exclusive remedy.
2. Upon expiration or termination for any reason of the Agreement or the applicable Order Schedule:
   1. All of Customer’s rights and use of the Service will immediately cease; and
   2. RRSSI will, at Customer’s request made at any time prior to the 30th calendar day after the effective date of termination, provide to Customer, in industry-standard electronic form, a copy of such Customer Data as present in RRSSI Service.
3. If Customer terminates this Agreement under Section 10(a), Customer will pay immediately to RRSSI the remaining fees for the duration of the contract period as stated in Order Schedule (Attachment A).
4. The provisions of Section 13 will survive according to their terms. The provisions of Sections 1, 8, 10, 12, 14, and 16 will survive indefinitely any termination of this Agreement.

11. WARRANTY

1. RRSSI warrants that, during the Applicable Term, the Service will conform in all material respects to RRSSI's then current Documentation for such Service.
2. The warranty in Section 11(a) will not apply to the extent that:
   1. The Service is not used in accordance with this Agreement or the Documentation.
   2. The Service or any part thereof has been modified other than by RRSSI or with RRSSI’s written approval; or
   3. Customer fails to accept an Update proffered by RRSSI that would cause the Service to conform to the warranty.
3. To claim the benefit of the warranty in Section 11(a), Customer must:
   1. Notify RRSSI of the non-conformity.
   2. Provide to RRSSI sufficient detail to allow RRSSI to reproduce the non-conformity.
4. RRSSI’s Sole and exclusive liability for any breach of the warranty in Section 11(a) shall be limited to repair or replacement of the service, unless, in RRSSI’s opinion, such repair or replacement would be inadequate or impractical, in which case RRSSI will refund:
   1. Any prepaid fee that customer has paid but that RRSSI has not earned, whether by performance or passage of time; and (ii) the fees paid for the last 90 days for the applicable service and customer will thereupon cease all use of the service and the applicable order schedule (and, if no other order schedules are then active, this agreement) will terminate.
5. Except as otherwise expressly provided in this agreement, including as specified in support services:
   1. RRSSI does not warrant that the operation of the service will be uninterrupted or error-free.
   2. RRSSI disclaims any and all implied warranties; and
   3. RRSSI makes no warranty against interference with enjoyment, infringement, merchantability, accuracy, or fitness for purpose.
6. The Service operates utilizing public networks, including the internet, which is not under the control of RRSSI. RRSSI provides its software as a service offering over public networks, RRSSI ensures the services it offers comply with data security standards, and data transmissions are encrypted. However, RRSSI makes no representations, warranties, or guarantees of any kind, express, implied, statutory, or otherwise, oral or written, with respect to the performance or security of any public network.

12. INTELLECTUAL PROPERTY INDEMNITY

1. RRSSI will indemnify, have the right to intervene to defend, and hold harmless Customer and each Permitted Entity from any claim by a third party that the Service infringes upon that third party’s patent, copyright or trademark, or misappropriates that third party’s trade secret, provided that: (i) Customer gives to RRSSI prompt notice of the claim; and (ii) Customer and each Permitted Entity give to RRSSI control of the defence and/or settlement of the claim and reasonable assistance in conducting such defence and/or settlement. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute28 U.S.C. §516. RRSSI will reimburse all reasonable out-of-pocket expenses incurred by Customer in providing such assistance. RRSSI will not, without Customer’s written consent (which consent Customer will not unreasonably withhold, delay, or condition) enter into any settlement agreement that binds an indemnitee that involves any substantive term other than the payment by RRSSI of money and the release of the liability of the indemnitee.
2. RRSSI’s obligations under Section 12(a) will be reduced to the extent that the claim arises out of, or relates to: (i) goods, services, or software not supplied by RRSSI under this Agreement; (ii) use of the Service in a manner not expressly authorized by this Agreement; (iii) customizations, modifications, alterations or changes(other than mere configuration as contemplated by the Documentation) not approved in writing by RRSSI; (iv) combination of the Service with other goods, services, processes, or software where the alleged infringement would not exist but for such combination; (v) Service that is not the most current release and version if infringement would be avoided by use of the most current release or version; or (vi) Customer’s continuation of the allegedly infringing activity after being notified thereof.
3. If the Service infringes upon a third party’s proprietary right or if RRSSI reasonably believes that the same is likely to occur, RRSSI may, at its option (in addition to, and not in lieu of, RRSSI’s obligations under Section 12(a)),(i) procure for Customer the right to continue use of the Service; (ii) provide a modification to the Service so that its use becomes non-infringing; (iii) replace the Service with software that is substantially similar in functionality and performance; or (iv) if options (i) - (iii) are not commercially reasonable, then refund to Customer such Service or other fees as Customer has by then paid but that RRSSI has not earned by performance or the passage of time, whereupon Customer will cease using the Service and destroy or return the Service to RRSSI and this Agreement will terminate.
4. This Section12 states RRSSI’s sole obligation, and Customer’s exclusive remedy, for any claim of infringement, violation, or misappropriation of intellectual property or other proprietary rights.

13. CONFIDENTIALITY

1. “Confidential Information” of a party means any information belonging to, or held by, the party, that is: i) designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. ii) the subject of commercially reasonable efforts by the party under the circumstances to keep it from becoming generally known to the public.
2. Each party, as a receiving party, will do the following things regarding the Confidential Information of the other party:
   1. Not disclose the Confidential Information to any third party other than the receiving party’s employees, agents, contractors, and/or professionals as permitted under this Agreement.
   2. Use, and permit the use of, the Confidential Information only for the purpose of performing its obligations, or enjoying its rights, under this Agreement(the “Purpose”).
   3. Disclose the Confidential Information only to such of the receiving party’s employees, agents, contractors, and professionals as have a bona fide need to possess or know the Confidential Information in the course of accomplishing, or advising the disclosing party with regard to, the Purpose.
   4. Cause each employee, agent, contractor, or professional to whom the receiving party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations contained in this Agreement. Each professional, such as a lawyer or an accountant, actually retained by the receiving party in a professional-client relationship will be deemed under an adequate obligation of confidentiality for the purposes of this Agreement so long as the law recognizes an obligation of confidence actionable by the receiving party under law without a separate contractual obligation.
   5. Return or destroy all written or other tangible copies of Confidential Information in the receiving party’s possession or direct or indirect control within a reasonable time after the disclosing party’s request.
3. Nothing in this Section 13 will prevent the receiving party from disclosing or using the Confidential Information of the disclosing party to the extent that:
   1. It is or becomes generally known to the public without any breach by the receiving party of Section13(b).
   2. It is received from a third party that is not under an obligation of confidentiality of which the receiving party knew or had reason to know.
   3. It is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
   4. It is required by law to be disclosed, provided that the receiving party, to the extent not prohibited by law:
      1. Provides to the disclosing party as much notice as is practicable under the circumstances of such requirement.
      2. Provides to the disclosing party, at the disclosing party’s expense, such reasonable assistance as the disclosing party requests in seeking confidential treatment, protective orders, nondisclosure, and/or similar measures; and
      3. Discloses only such Confidential Information as the receiving party, upon advice of its counsel, believes is required to be disclosed.
         RRSSI recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.
4. Because unauthorized use or disclosure of Confidential Information might result in immediate and irreparable injury to the disclosing party, for which monetary damages might not be adequate, if the receiving party or any officer, director, employee, agent, professional, or contractor of the receiving party uses or discloses Confidential Information or any such person is likely to use or disclose Confidential Information in breach of the receiving party’s obligations under this Agreement, the disclosing party will be entitled to seek equitable relief, including temporary and permanent injunctive relief and specific performance. The rights in this Section13(d) are in addition to any other rights of the disclosing party under this Agreement, at law, or in equity.
5. The obligations under this Section 13 will continue for the longer of:
   1. Five (5) years after expiration or termination of this Agreement; or
   2. The time during which the Confidential Information remains a trade secret (as that term is defined in the Uniform Trade Secrets Act) of the disclosing party.
6. The provisions of this Section13 replace, pre-empt, and supersede, any confidentiality agreement, nondisclosure agreement, or similar agreement between the parties and/or their affiliates that existed prior to, or on, the Effective Date.

14. RIGHTS

1. RRSSI shall own all rights, title and interest in, and all copyrights, patents, trademarks, or other intellectual property or other proprietary rights in:
   1. Each Service and all derivatives, improvements, enhancements or modifications thereto; and
   2. Any software, applications, inventions or other technology developed in connection with the Services, including those developed through Professional Services.
2. Customer shall own all rights, title and interest in, and all copyrights, patents, trademarks, or other intellectual property or proprietary rights in, Customer Data. Customer shall have the right to access their Customer Data during the Applicable Term as specified in the Support Services. From time to time, RRSSI may use Customer data for improving or enhancing its service and functionality.
3. Unlimited storage* means providing more than required data storage for the customers business need. However unreasonable total data usage for each Tenant within the SaaS Application shall not be permitted by default, which is typically not exceeding 1 Terabyte (1 TB), including but not limited to storage, processing and transactional data. Exceeding this limit may result in additional charges, restricted access or termination of services, at the sole discretion of RRSSI.
4. API Data Transfer Approval: Any use of APIs for the ingress or egress of data from the SaaS Application must receive prior written approval from RRSSI. Unauthorized API usage or excessive data transfer may result in service suspension, additional fees or termination of access.
5. Enforcement & Compliance: RRSSI reserves the right to monitor, audit and enforce compliance with this clause. Tenants exceeding the permitted usage or using APIs without approval may be required to take corrective action, including reducing usage or obtaining the necessary authorizations.

15. LIMITATION OF REMEDIES AND DAMAGES; LIMITATION OF LIABILITY

1. 1. The maximum, aggregate liability of RRSSI for any claims howsoever arising out of or relating to this agreement or any of the products, software, package materials, or services furnished or to be furnished by RRSSI to the customer or any of the customer’s authorised users under this agreement or any schedules or addenda, including but not limited to RRSSI’s entire liability in contract, tort (including negligence and breach of statutory duty), and including misrepresentation or otherwise in respect of all matters arising under or in connection with this agreement, will in any event be absolutely limited to the direct damages actually incurred by the customer and/or any of the customer’s authorised users or any other person up to the amount paid by the customer to RRSSI under this agreement for the applicable package, software, products, and/or services during the preceding 12-month period, and in no circumstances will RRSSI’s liability exceed USD 1,000,000 per single insurance; and
   2. RRSSI will not be liable for loss of profit, or special, indirect, incidental, or consequential damages.
2. The limitations in this Section 15 apply not with standing that RRSSI knows, or has reason to know, of the possibility of any particular kind of damages or that such limitations cause a remedy to fail of its essential purpose.
3. Basis of the Bargain; Failure of Essential Purpose. The Customer acknowledges that the RRSI has set its fees and prices and entered into this Agreement including any Schedules in reliance upon the Warranty Disclaimer and Limitation of Liability set forth in this Agreement, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the Limitation of Liability specified in this Agreement will survive and apply even if the Warranty Disclaimer or any limitation of remedies is found to have failed of its essential purpose.

16. GENERAL

1. The Agreement shall be governed by and construed under the laws of Hyderabad, Telangana India. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement.
2. Any notice required or permitted to be given under this Agreement must be in writing and will be effective (i) if given by personal delivery, upon such personal delivery; (ii) if given by nationally-recognized courier or mail service (in either case that has real-time or near real-time tracking), at the time that the notice is delivered (or an attempt is made to deliver the notice, regardless of whether refused) to the receiver’s premises according to the tracking records of the courier or mail service; or (iii) if by e-mail, when sent, provided that sender receives no indication within four hours after sending that the e-mail message failed to reach the receiver. The addresses for notice are those in the preamble to this Agreement. Either party may change its notice address by providing notice to the other party.
3. RRSSI may collect, use, and disclose quantitative data derived from the use of the Service for product development, performance, management, and improvement purposes, provided that any such data is aggregated upon collection and then anonymized, and therefore not identifiable as about Customer, or containing Customer Data or Confidential Information.
4. Each party will, and will cause its employees, directors, and officers (and, in the case of Customer, its Permitted Entities and Authorized Users) to comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including, but not limited to, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010 (each an “Anti-Bribery Law”). The parties shall not engage in any activity, practice or conduct which would violate an Anti-Bribery Law. Each party shall have, maintain and enforce, throughout the term of this Agreement, its own policies and procedures to ensure compliance with the Anti-Bribery Laws. For the avoidance of any doubt, any amounts paid by Customer under this Agreement will be for the Service, Professional Services, and/or other fees incurred in accordance with this Agreement. Each party will not, and will cause its Permitted Entities, employees, directors, and officers to not to accept bribes or kickbacks in any form. Each party will be liable to the other party for any breach by its respective, employees, directors, officers, Permitted Entities, or subcontractors of any Anti-Bribery Law.
5. Neither party may assign any right or obligation under this Agreement, except that either party may assign all, but not less than all, of its rights and obligations under this Agreement to any affiliate of the party or to the purchaser or other successor to all or substantially all of the party’s business associated with this Agreement in accordance with the provisions set forth at FAR 42.1204, provided only that (i) the assignee possesses the where with all necessary to fully perform under this Agreement, (ii) the assign or gives to the other party notice of the assignment on or before the time at which the assignment is effective, (iii) the assignment does not, by its nature, materially increase the other party’s obligations or reduce the other party’s rights, and (iv) the assignee assumes in writing all of the assignor’s rights and obligations under this Agreement after the effective time of the assignment. Upon any permitted assignment by a party of its rights and obligations under this Agreement, the assigning party will have no liability for acts or omissions of the assignee after the effective time of the assignment.
6. If a provision of the Agreement or portion thereof is invalid or unenforceable under applicable law, it shall be omitted from the Agreement without invalidating the remainder of such provision or the remaining provisions of the Agreement. The waiver by either party of any default or breach of any provision of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
7. Import/Export.
   1. Each Service is subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Service(“Export Laws”). Each party agrees to comply with Export Laws that apply to such party’s use or provision of the Service.
   2. Customer represents and warrants that neither it nor any Permitted Entity or Authorized User is (A) an entity barred by the applicable Export Laws from participating in export activities (each a “Barred Entity”) or (B) owned or controlled by a Barred Entity. A Barred Entity includes, but is not limited to, an entity located in any country subject to an embargo or other sanctions by the U.S. Government (“Embargoed Country”), which currently includes Cuba, Iran, North Korea, Russia, Syria, and Covered Regions of Ukraine (Crimea, Donetsk and Luhansk), or an entity designated on a “Denied Party List” maintained by the U.S. Government, including, but not limited to the U.S. Treasury Department’s Specially Designated National’s List administered by the Office of Foreign Assets Control and the U.S. Commerce Department’s Entity List administered by the Bureau of Industry and Security.
   3. Customer will not export, re-export, transfer, or otherwise use the export-controlled products in any Embargoed Country or allow any of its employees and affiliates to access any Service from an Embargoed Country.
   4. Customer will not export, re-export, or transfer, either directly or indirectly, any Service to a Barred Entity or allow a Barred Entity to access any Service.
   5. Customer will not use any Service for any purpose prohibited by Export Laws, including, but not limited to, the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems.
8. The provisions of the Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
9. Neither party will be in breach of this Agreement to the extent that its performance (other than payment obligations) is prevented or delayed by a force majeure event, including but not limited to, war, riot, severe weather, earthquake, volcanic eruption, act of terrorism, government action, or other condition or circumstance not reasonably within the control of the affected party, provided that the affected party gives notice to the other party of the condition or circumstances and re-commences performance promptly after the applicable condition or circumstance ceases.
10. The Agreement represents the entire agreement between the parties with respect to the subject matter of this Agreement and this Agreement expressly supersedes and cancels any prior or contemporaneous representations, warranties, and/or agreements, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may be amended, and any right under this Agreement may be waived, only in a writing signed by the parties. No additional or conflicting term in a purchase order, other document, or procurement system will have any effect and RRSSI may accept and process such forms as an administrative convenience to the parties without being deemed to have accepted any additional or different term.
11. RRSSI shall provide to Customer access to the RRSSI Marketplace through the Applicable Term. All solutions in the RRSSI Marketplace that are owned by RRSSI shall be subject to and governed by the terms of this Agreement. All third-party solutions offered through the RRSSI marketplace, and identified as such, shall be subject to and governed by the applicable third-party terms that are associated with such third-party solution. As third-party solutions are not RRSSI solutions, RRSSI does not support them and further disclaims any and all warranties, representations, liabilities, and any other obligation for them. It is in the customer’s sole discretion whether or not to access third-party solutions based on the foregoing.