DEFINITIONS AND INTERPRETATIONS

1. “Applicable Law” shall mean any applicable legislative enactment or statutes, declaration, decree, ordinances, rules and regulations, or any policy or directive of or by, any governmental authority or rulings of the courts, or any license, permit, or other authorization of governmental authority under such applicable laws and conditions of such license, permit, or other authorization, in each case as in effect from time to time.
2. “Application Usage Data” shall mean all information, data, video and other content, received by Hansel related to the Developer’s use of Hansel Kit, including without limitation, user name, email address and demographic location of the End User; analogous data of End User such as IP address, browser type, device unique identification number, device type, its operating system etc., number of visits of the End User to the Application, complete activity of the End User on the Application, End User agent, timestamps, cookie, and other miscellaneous information from End User’s usage of the Application.
3. “Documentation” shall mean all or any portion of the documentation, instructions, manual, installation, operator guides, user guides and any other supporting or programming materials, in written or other tangible form (including on magnetic media), made available by Hansel, for use in connection with the Hansel Kit and its Services.
4. “End User(s)” shall mean any person who are (a) regular visitors of the Developer’s Application; or (b) any registered users of the Application in order to access and use the Application and to receive the services offered by the Developer.
   
5. “Intellectual Property Rights” shall mean all intellectual and industrial property rights including without limitation, trademarks, service marks, trade names, trade dress, copyrights, rights of authorship, inventions, mask work rights, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above; database rights, know-how, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practice laws, anywhere in the world.
6. “Object Code” shall mean shall mean the (i) machine-readable computer-programming code; and (ii) runtime engine and environment, including the general library of software routines, as necessary to operate the any software and/ or to execute the Source Code form of the software into executable code, including runtime compilers, assemblers or interpreters.
   
7. “Source Code” shall mean human-readable computer-programming code and related system documentation, programmers’ comments and descriptions of the compiler application and environment which is used to convert the human-readable computer-programming code into the Object Code form of the software.
8. “Trademarks” shall mean any and all trade names, service names, product names, brand names, logos, symbols, labels and other marks used in trade to indicate the source of origin of the goods or services of a business entity or an individual involved in any business, whether registered or not.

GRANT OF LICENSE AND USAGE RIGHTS

1. License. Subject to the Developer’s compliance with the terms and conditions set forth in this Agreement, Hansel grants to the Developer a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license and rights for the following purposes during the Term: (a) to install, incorporate, integrate and use the Hansel Kit with the Developer’s Application solely for the purpose of diagnosing and resolving End User experience issues in run time; (b) to thereafter market, distribute, sell and distribute the Hansel Kit (solely in Object Code form only) as an integrated software along with the Application ( “Integrated Product” ) to End Users; (c) to download and/or print a reasonable number of copies of any visual reports or results including graphs and statistics of the data collected ( “Reports” ), made available via the Services for internal use solely by the Developer; and (d) to make and use a reasonable number of copies of Documentation solely as necessary to exercise any of the licenses or rights granted to Developer under this Agreement, provided that the license granted hereunder shall be subject to the restrictions set forth in this Agreement.
2. Updates. Hansel may, from time to time, update or modify the Hansel Kit, release new versions or create new modules related thereto ( “Updated Version” ), each of which may, at Hansel’s discretion, be included within the license granted above. Developer agrees that he/she/it shall include such Updated Version(s), if any in the Application and in turn provide as an upgraded or updated Application to the End Users in order to use the Services effectively. Developer shall not be permitted to sublicense or transfer any of his/ her/ its rights hereunder including without limitation access to the Hansel Kit through the Developer’s Account. Hansel may provide any such updates automatically or it may prompt Developer to install such updates.
3. Eligibility. The Developer is eligible to access the Hansel Kit and use the Services by registering with Hansel, if and only, he/ she: (a) have completed the legal age of 18 years in India and in case of any Developers from outside India, should have attained majority as prescribed by the respective laws; (b) is eligible to enter into a legally binding contract; and (c) is not barred by any Applicable Laws for the time being in force. In case the person registering is an individual representing a legal entity as Developer, then the following conditions need to be complied with: (a) he/ she is fully authorized to represent the Developer’s legal entity to receive the Services; (b) the legal entity he/ she is representing is a duly organized and validly existing under the Applicable Laws; and (c) the legal entity has obtained all such licenses and permissions which are in full force and effect.
4. Registration. Developer agrees that, in order to access and use the Services, he/ she/ it will have to register with Hansel and create an authenticated account ( “Account” ). Developer shall identify a user name and password and provide certain personally identifiable information of the Developer including without limitation, name, age, entity name, contact details etc. in order to obtain an Account with Hansel. Developer further represents that he/ she/ it: (a) is neither a competitor of Hansel nor using the Services for reasons that are in competition with the Services of Hansel; (b) is entitled to submit the information required for registration to Hansel and such information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights; (c) will maintain the accuracy of such information from time to time; (d) will not provide any false personal information to Hansel, or create an Account for anyone other than the Developer without permission; (e) will not share his/ her/ its permanent and temporary log-in credentials with a third party or do anything else that might jeopardize the security of his/ her/ its Account; (f) shall accept all risks of unauthorized access to his/ her/ its Account; (g) promptly notify Hansel in case of any suspects regarding security breach related to such Account; and (h) will not create another one without Hansel’s permission if Hansel disables his/ her/ its Account. Further, the Developer agrees to indemnify and hold Hansel harmless for any improper or illegal use of the Developer’s Account. It is agreed that Hansel does not guarantee prevention of any inappropriate use of the Developer’s Account.
5. Access. The Developer’s Account with Hansel will provide the Developer with online access to the Services through a dashboard facility and all such Application Usage Data including the Reports.
6. Restrictions. Developer shall not directly or indirectly (a) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Hansel Kit including its Source Code, other components and the Reports generated through the Services offered except as expressly permitted by Hansel in this Agreement; (b) decompile, reverse engineer or disassemble Hansel Kit except as may be permitted by the Applicable Laws; (c) link to, mirror or frame any portion of the Services; (d) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Hansel Kit or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (e) attempt to gain unauthorized access to or impair any aspect of the Hansel Kit or its related systems or networks or Services; (f) reformat or frame any portion of the Hansel Kit; (g) create his/ her/ its Account under fraudulent pretenses; (h) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (i) use the Services to transmit, distribute, post, or submit any unauthorized information, photo, video or any content that is libelous, defamatory, obscene or in violation of these Terms and other Policies of Hansel; (j) provide use of the Hansel Kit and other components on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Hansel Kit in other servers or websites; or (k) remove or alter any proprietary notices or labels on or in the Reports.
7. Export Import Laws. It is expressly agreed by the Parties hereto that the delivery of the Services in accordance with this Agreement shall be subject to all applicable export import controls imposed on the export and import of technical data, equipment, software and know-how, among others, under the Applicable Laws.

SCOPE OF SERVICES

SUBSCRIPTION FEE

1. In order to gain access to and use certain features of the Services, the Developer may need to purchase a paid monthly subscription ( “Subscription” ). The Developer shall be charged such fee initially at the time of accessing the Hansel Kit ( “Subscription Fee” ) and at the end of the month for any additional usage of the Services according to the price chart and/ or subscription plan taken by the Developer ( “Price Chart” ), as available at hansel.io/pricing.html, which is subjected to amendment from time to time, at Hansel’s discretion.
2. A Subscription is billed in advance on a recurring, periodic basis and will be renewed at the end of each billing cycle only upon payment of such applicable Subscription Fee for the subsequent month. Unless otherwise stated, all subscription fees are exclusive of applicable governmental services, or other taxes, fees or charges (collectively "*Taxes"*) now in force or enacted in the future. Hansel may suspend or cancel any Developer’s Subscription and access to the Services if the Subscription is not renewed for the next month.
3. Developer may cancel the Subscription by contacting Hansel and the same shall be terminated immediately and the Developer will not be billed for the subsequent billing cycle. However, there are no refunds or credits for partial periods remaining on the Subscription.

DEVELOPER’S OBLIGATIONS

• shall be completely responsible for maintaining the security of all his/ her/ it's Applications;
  
• will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of all Applications, including access by viruses, worms, or any other harmful code or material;
  
• will immediately notify Hansel if the Developer knows of or suspects any breach of security or potential vulnerability of any Application that may damage, interfere with, or otherwise impact the Hansel Kit and promptly remedy such breach or potential vulnerability;
• shall comply with the Applicable Laws, rules, and regulations; all instructions and requirements set forth in any applicable Documentation; and any development environment used by Developer, and Developer’s development and distribution of its Application via any relevant mobile operating system platform; and
• will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, any software or technical information obtained under this Agreement, including without limitation any Documentation; without compliance with the Applicable Laws to the export or re-export of any software or technical information obtained under this Agreement; or to any country wherein the export or re-export of such software and/or technical information is prohibited.

1. DEVELOPER’S OBLIGATIONS
2. It is acknowledged by the Developer that the Services provide her/ him/ it with a tool to receive a wider view of the End-Users’ activities on the Application. Accordingly, it is the sole responsibility of the Developer in determining which type of data/ information shall be collected, transmitted, recorded, processed and stored through the Services. Hansel will provide the Developer with a tool/process for masking/ blocking certain information that the Developer may not wish to and is not required to share with Hansel, including without limitation, certain personally identifiable information, financial information, passwords and other sensitive information of the End User ( “Sensitive Information” ). The Developer must not provide to the Company any such Sensitive Information except for the Application Usage Data. Accordingly, the Developer shall notify (by implementing the appropriate code) Hansel with all pages/ screens on the Application that may contain such Sensitive Information so that they can be hidden. In the event if Hansel is given access to the Sensitive Information due to the failure of the Developer in incorporating such security measures as mentioned above, Hansel shall not be held responsible in case of any misuse of such Sensitive Information. In compliance with these terms, the Developer shall keep their End Users informed about the usage of a third party technology for data collection.

CONFIDENTIALITY AND NON DISCLOSURE

• was already in the public domain or becomes so through no fault of the Receiving Party;
• is independently developed by the Receiving Party;
• is approved for release by prior written authorization by the Disclosing Party;
  
• is required by law to be disclosed, whereupon the Party required to disclose the Confidential Information shall:
• notify the other Party of such actual or anticipated requirement;
• take all reasonable measures to oppose or restrict such disclosure, or to make such disclosure on terms which shall preserve as far as possible the confidentiality of the information;
• take all such steps as will permit the other Party to have a reasonable opportunity to oppose or to restrict such disclosure by lawful means; and
• endeavor to ensure that the Confidential Information is treated as disclosed in confidence.

1. During the Term of this Agreement, each of the Parties (“ Receiving Party ”) may have access to certain confidential and proprietary information of the other Party (“ Disclosing Party ”), including, without limitation, Hansel Kit, its Source Code, Documentation, Application Usage Data, Reports, designs, concepts, architecture, circuitry, formulas, processes, technology, know how, ideas, inventions (whether patentable or not), schematics, software programs, routines, subroutines, concept, ideas, data sheets, specifications, information relating to business partners and suppliers, production plans, designs, layouts, schedules, drawings, sales, cost and price analyses, evaluations, lists, manufacturing processes, marketing analysis and/or other technical, businesses, financial and product related data (“ Confidential Information ”). The “Confidential Information” with respect to the Disclosing Party shall mean all information or material that: (i) is either (a) marked “Confidential,” “Restricted,” “Proprietary,” or with some other, similar, marking, (b) known by the Parties to be confidential and proprietary, or (c) from all the relevant circumstances should reasonably be assumed (1) to be confidential and proprietary; (2) to give the Disclosing Party a competitive business advantage; or (3) to be detrimental to the interest of the Disclosing Party if disclosed to any third party; and (ii) any other unpublished sensitive business information.
   
2. The Receiving Party agrees and undertakes that during the Term of this Agreement and for a period of twelve (12) months thereafter, it shall protect the Confidential Information of the Disclosing Party, including without limitation, information relating to the technology, the business sales, marketing or technical operations of the other Party, using not less than the reasonable care with which it treats its own Confidential Information. The Receiving Party shall ensure that the Confidential Information of the Disclosing Party is stored and handled in such a way as to prevent its unauthorized disclosure.
   
3. The Receiving Party shall only make use of the Disclosing Party’s Confidential Information to the extent required to fulfill its obligations under this Agreement and shall only disclose such Confidential Information to its and its related companies' employees, officers, agents, contractors, sub-contractors, bankers, potential investors and/or consultants (hereinafter collectively referred to as "Recipients" ) on a need to know basis. The Receiving Party shall ensure that its respective Recipients observe the confidentiality requirements under this Clause and sign non-disclosure agreements with provisions at least as protective of the Disclosing Party’s Confidential Information as in this Agreement.
4. No Party shall disclose the Confidential Information of another Party to a third party, without such other Party's written permission. Either party shall not use the Confidential Information of the other party for any purpose except as mentioned under Section 6.1 of this Agreement. The foregoing obligations shall not apply, however, to any part of the Confidential Information which:
   
5. Both Parties agree that any violation or threatened violation of this Section by either Party may cause irreparable injury to the non-breaching Party. Therefore the non-breaching Party shall have the right to an injunction or other equitable relief in addition to any and all legal remedies under the Applicable Laws.
6. Upon termination of this Agreement, all records, notebooks and other documents, pertaining to the Confidential Information of Hansel, whether in physical or electronic format and any material, specimens, equipment, tools or other devices owned by Hansel, then in the Developer’s possession, and all copies of such documents, shall be returned to Hansel or destroyed in a manner as may be directed by Hansel followed by issuance of certification of such destruction of the Confidential Information by the Developer.

INTELLECTUAL PROPERTY RIGHTS

1. The Developer agrees and acknowledges that Hansel and its licensors own all right, title, interest and all Intellectual Property Rights, conceived or written, in and related to the Hansel Kit including without limitation, its Source Code, Documentation, Updated Versions (and any modifications, improvements, enhancements of the Hansel Kit ( “Derivative Work” ) and reserve all rights not expressly granted to the Developer in this Agreement. It is acknowledged by the Developer that the Hansel Kit is licensed by Hansel and not sold.
2. The Developer retains all right, title, and interest in and to all Application Usage Data and Reports. The Developer acknowledges and agrees that Hansel will track, access and use the Application Usage Data and Reports, except for the Sensitive Information of the End User, subject to Section 5.2, in order to render the Services and also for its own business purposes, including without limitation analyzing Developer’s installation, use of, and engagement with, and the functionality of the Services, as well as improving the functionality of the Services and other products and services offered or developed by Hansel, and may share such Usage Data with third-party service providers to assist with or conduct such activities on Hansel’s behalf. The Developer hereby grants to Hansel, perpetual, irrevocable, royalty-free, sub-licensable and assignable license and rights to use the Application Usage Data and Reports. Hansel may share such Application Usage Data and Reports with other third parties solely in an aggregated and anonymized manner or otherwise in a manner that does not identify the source of such Application Usage Data. Hansel shall have no obligation to delete or return any Application Usage Data and Reports even after termination of this Agreement.
   
3. The Developer further grants to Hansel, a limited, irrevocable, non-sub licensable and royalty-free license and right to use the Trade Marks of the Developer for sole purpose of marketing Hansel’s Services, unless expressed otherwise by the Developer.
4. Irrespective of the country Developer is based in, the Developer authorizes Hansel to use its information in and as a result to transfer it to and store it in the United States and any other country where Hansel, or any third-party service providers acting on its behalf, operates. Privacy and data protection laws in some of these countries may vary from the laws in the country where Developer is based.

REPRESENTATIONS AND WARRANTIES

1. Hansel represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of Hansel, or any judgment, order, or decree by which such party is bound. Developer’s sole and exclusive remedy for any and all breaches of this provision is the remedy set forth in Section 10.1.
2. The Developer represents and warrants to Hansel that: (a) Developer has the right, title, interest and ownership over the Application and its related Intellectual Property Rights; (b) the Application do not and will not infringe any Intellectual Property Rights or other proprietary rights of any third party or violate any right of or duty owed to any third party (including contract rights, privacy rights, and publicity rights); and (c) the Application, Developer’s use of Hansel Kit and its performance under this Agreement do not and will not breach any other agreement of Developer or violate any applicable law, rule, or regulation.

DISCLAIMER OF WARRANTY

THE HANSEL KIT, SERVICES AND REPORTS ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, HANSEL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY (I) THAT THE HANSEL KIT AND REPORTS OR RESULTS THEREFROM WILL MEET DEVELOPER’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR BUG-FREE, (II) REGARDING THE RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE HANSEL KIT OR REPORTS, OR (III) THAT ANY ERRORS IN THE HANSEL KIT OR REPORTS CAN OR WILL BE CORRECTED. HANSEL HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

INDEMNIFICATION

1. Hansel’s Indemnification. Hansel will defend the Developer from all third party claims, actions, suits, or proceedings, whether actual or alleged (collectively, “Developer Claims” ), and will indemnify Developer and hold Developer harmless from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) resulting from such Developer Claims, that arise out of an allegation that the Hansel Kit, when used as expressly permitted by this Agreement, infringes the Intellectual Property Rights of such third party. Notwithstanding the foregoing, Hansel will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon: (a) any use of the Hansel Kit not expressly permitted under this Agreement; (b) any use of the Hansel Kit in combination with products, equipment, software, or data not instructed or advised by Hansel if such infringement would have been avoided without the combination with such other products, equipment, software, or data; (c) any modification of the Hansel Kit by any person other than Hansel or its authorized agents or subcontractors; or (d) any claim not clearly based on the Hansel Kit itself.
2. Developer’s Indemnification . The Developer will defend Hansel from all third party claims, actions, suits, or proceedings, whether actual or alleged (collectively, “Hansel Claims” ), and will indemnify Hansel and hold Hansel harmless from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) resulting from such Hansel Claims, that arise out of the Developer’s (a) use of the Hansel Kit or Reports; (b) actual or alleged infringement, misappropriation, or violation of the rights of any third party, including without limitation any Intellectual Property Rights, privacy rights, or publicity rights; and (c) breach of any term of this Agreement, including without limitation the Developer’s representations and warranties set forth in Section 8 above. The Developer is solely responsible for defending any such Hansel Claims, subject to Hansel’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from such Hansel Claims, provided that Developer will not agree to any settlement related to any such Hansel Claims without Hansel’s prior express written consent regardless of whether or not such settlement releases Hansel from any obligation or liability.
3. Procedure . The foregoing obligations are conditioned on the Party seeking indemnification: (a) promptly notifying the other Party in writing of such claim; (b) giving the other Party sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at other Party’s request and expense, assisting in such defense. Neither Party may make any public announcement of any claim, defense or settlement without the other Party’s prior written approval. The indemnifying Party may not settle, compromise or resolve a claim without the consent of the indemnified Party, if such settlement, compromise or resolution (a) causes or requires an admission or finding of guilt against the indemnified Party, (b) imposes any monetary damages against the indemnified Party, or (c) does not fully release the indemnified Party from liability with respect to the claim.

LIMITATION OF LIABILITY

1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY DAMAGES ASSOCIATED WITH ANY LOSS OF USE, BUSINESS, PROFITS, OR GOODWILL OR FOR INTERRUPTION, LOSS OR CORRUPTION OF DATA OR NETWORKS.
2. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE MONTHLY CHARGED SUBSCRIPTION FEE.
3. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO BREACHES OF CONFIDENTIALITY OBLIGATIONS OR FOR MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ANY AND ALL CLAIMS, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
4. IN CERTAIN JURISDICTIONS, APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO DEVELOPER. IN SUCH CASES, HANSEL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TERM AND TERMINATION

This Agreement commences on the date of acceptance of this Agreement by the Developer ( “Effective Date” ) and shall remain in effect until this Agreement is terminated by either Party ( “Term” ). Either Party may terminate this Agreement with or without cause immediately upon providing notice to the other Party. Upon any termination of this Agreement, (a) the Developer must discontinue accessing and using the Hansel Kit and delete all materials, software and Documentation from its system or device; (b) all obligations or liabilities that accrued prior to the effective date of termination and all remedies for breach of this Agreement shall survive; and (c) all other rights, obligations, and licenses of the parties under this Agreement shall terminate.

MISCELLANEOUS

1. Entire Agreement. This Agreement along with the Legal Policies available in the Site constitute the entire agreement, and supersedes all prior negotiations, understandings, or agreements (oral or written), between the Parties with respect to the subject matter of this Agreement.
2. Amendments. This Entire Agreement including the Legal Policies shall be amended, modified, altered or changed, at the sole discretion of Hansel, from time to time. All such modifications will be communicated to the Developer by providing notice of the change through the Services, or at the email address that Developer provided to Hansel at the time of registration or notified in the Site, as the case may be and shall be effective from the date of such notification. Developer’s continued access or use of the Hansel Kit following any alteration to this Agreement constitutes Developer’s acceptance of those alterations or modification of the terms. If Developer does not agree to the modified terms of this Agreement, Developer shall notify Hansel in writing within thirty (30) days, after which this Agreement shall immediately terminate and thereafter Hansel shall have no further responsibility or liability to the Developer.
3. Waivers. No failure of either Party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
5. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Each Party to this Agreement hereby irrevocably submits to the non-exclusive jurisdiction of the Courts at Bangalore, Karnataka, India.
6. Dispute Resolution. In case of a dispute between the Parties which cannot be amicably resolved through negotiations within thirty (30) days from the first date that a Party notifies the other of such dispute arising out of or in connection with this Agreement, the dispute shall be submitted, by either Party, to binding arbitration. The arbitration shall be conducted by a sole arbitrator, mutually appointed by the Parties or by the competent court. The seat of arbitration shall be at Bangalore, India, and shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in the English language. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, without breach of this arbitration provision.
7. Force Majeure. Neither Party shall be liable to the other Party for any failure or delay in performance of its obligations due to the occurrence of any Force Majeure events. A Force Majeure shall mean act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities, whether war be declared or not, civil war, rebellion, terrorist attack, strike, government actions or insurrection being beyond the control of a Party that directly and adversely affects the ability of a Party to perform a particular obligation or claim a particular right.
8. Notices. Any notice or communication hereunder by a Party, shall be in writing confirmed electronic transmission, , addressed to the other Party, which, in the case of Developer, shall be the email address that Developer provides to Hansel at the time of opening an Account, and, in the case of Hansel, shall be legal@hansel.io with the subject header ‘Notice to hansel.io’. All notices shall be in English, and deemed to have been received upon confirmed electronic transmission.
9. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, transferred, or delegated, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether Developer is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, by Developer without Hansel’s prior written consent. Any assignment or transfer in violation of the foregoing shall automatically be null and void, and Hansel may immediately terminate this Agreement upon such an attempt.
10. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, any permitted successors, representatives, and permitted assigns of the Parties hereto.
11. Independent Contractors. The Parties shall be independent contractors under this Agreement, and nothing herein will constitute either Party as the employer, employee, agent, or representative of the other Party, or both parties as joint venturers or partners for any purpose. Neither Party will have the right or authority to assume or create any obligation or responsibility on behalf of the other Party.
12. Survival. The requirements and covenants of the provisions of Section 6 (Confidentiality and Non-Disclosure), Section 7 (Intellectual Property Rights), Section 9 (Disclaimer of Warranties), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Term and Termination) and Section 13.5 (Governing Law and Jurisdiction), Section 13.6 (Dispute Resolution) and such other clauses which by their nature survive termination, shall survive and continue in full force and effect after the termination of this Agreement.