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This Client Master Agreement (CMA) and Transaction Documents (TDs) are the complete agreement regarding transactions under this CMA (together, the “Agreement”) under which Client may order Real Time Applications Center LLP (RTAC) Services (referred to as “RTAC Products” herein) and third party services (referred to as “Non-RTAC Products” herein). TDs, such as service descriptions, order documents, statements of work or supplements, contain specific details related to an order for a Product and there may be more than one TD providing the details of an order. In the event of conflict, TD(s) prevails over the CMA.1. Services
a. RTAC provides consulting, installation, customization, configuration, maintenance and other services as detailed in TD(s). Client will own the copyright in works of authorship that RTAC specifically develops for them under a Statement of Work (SOW) (Project Materials). Project Materials exclude works of authorship delivered to Client, but not created, under the SOW, and any modifications or enhancements of such works made under the SOW (Existing Works). Some Existing Works are subject to a separate license agreement (Existing Licensed Works). A program is an example of an Existing Licensed Work and is subject to the program terms. RTAC grants Client, subject to Client’s payment obligations, nonexclusive, license to use and execute. RTAC retains an irrevocable, nonexclusive, paid-up license to use, execute, reproduce, perform, sublicense, distribute, and prepare derivative works of Project Materials.
b. A Cloud Service is RTAC branded offering provided by RTAC and made available via a network. Each Cloud Service is described in TD(s). Cloud Services are designed to be available 24/7, subject to maintenance. Client will be notified of scheduled maintenance. Technical support and service level commitments, if applicable, are specified in TD(s).
c. Client accepts TD(s) by ordering, enrolling, using, or making a payment for the Cloud Service. When RTAC accepts Client’s order, RTAC provides Client the authorizations specified in the TD(s). The term, including any renewal term, for a Cloud Service is described in TD(s).
d. RTAC will provide the facilities, personnel, equipment, software, and other resources necessary to provide the Cloud Services. Client will provide hardware, software, personnel and connectivity to access and use the Cloud Service, including any required Client-specific URL addresses and associated certificates. TD(S) may have additional Client responsibilities.
e. Client may access a Cloud Service only to the extent of authorizations acquired by Client. Client is responsible for use of Cloud Services by any user who accesses the Cloud Service with Client’s account credentials. A Cloud Service may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly. Client may not i) resell direct access to a Cloud Service to a third party outside Client’s Enterprise; or ii) combine Cloud Services with Client’s value add to create a commercially available Client branded solution for which Client charges a fee.2. Content and Data Protection
a. Content consists of all data, software, and information that Client or its authorized users provides, authorizes access to, or inputs to the Cloud Service. Use of the Cloud Service will not affect Client’s existing ownership or license rights in such Content. RTAC and its contractors, and subprocessors may access and use the Content solely for the purpose of providing and managing the Cloud Service, unless otherwise described in TD(s).
b. Client is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to RTAC, and its contractors and subprocessors to use, provide, store and process Content in the Cloud Service.
c. Upon request by either party, RTAC, Client or their affiliates will enter into additional agreements as required by law in the prescribed form for the protection of personal or regulated personal data included in Content. The parties agree (and will ensure that their respective affiliates agree) that such additional agreements will be subject to the terms of the Agreement.
d. RTAC will return or remove Content from RTAC computing resources upon the expiration or cancellation of the Cloud Service, or earlier upon Client’s request. RTAC may charge for certain activities performed at Client’s request (such as delivering Content in a specific format). RTAC does not archive Content, however some Content may remain in Cloud Service backup files until expiration of such files as governed by RTAC’s backup retention practices.
e. Each Cloud Service is designed to protect Content as per RTAC’s data security and privacy principles for RTAC Cloud Services. RTAC will implement and maintain technical and organizational measures (TAOM) to ensure a level of security for RTAC’s scope of responsibility. TAOMs are subject to technical progress and further development. Accordingly, RTAC reserves the right to modify the TAOMs provided that the functionality and security of the Services are not degraded.
f. RTAC will treat all Content as confidential by not disclosing Content, except to RTAC employees, contractors, and subprocessors, and only to the extent necessary to deliver the Cloud Service, unless otherwise specified in TD(s). Client is responsible to assess the suitability of each Cloud Service for Client’s intended use and Content. By using the Cloud Service, Client acknowledges that it meets Client’s requirements and processing instructions.3. Changes
a. RTAC may modify a Cloud Service, without degrading its functionality or security features.
b. Since this CMA may apply to many future orders, RTAC may modify this CMA by providing Client at least three months’ written notice. Changes are not retroactive; they apply, as of the effective date, only to new orders, ongoing Cloud Services that do not expire, and renewals. For transactions with a defined renewable contract period, Client may request that RTAC defer the change effective date until the end of the current contract period. Client accepts changes by placing new orders or continuing use after the change effective date or allowing transactions to renew after receipt of the change notice. Except as provided above, all changes to the Agreement must be in writing accepted by both parties.4. Warranties
a. RTAC warrants that it provides Cloud Services using commercially reasonable care and skill in accordance with the applicable TD(s). The warranty for a Cloud Service ends when the Cloud Service ends.
b. RTAC does not warrant uninterrupted or error-free operation of a Cloud Service or that RTAC will correct all defects or prevent third party disruptions or unauthorized third party access. These warranties are the exclusive warranties from RTAC and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. RTAC warranties will not apply if there has been misuse, modification, damage not caused by RTAC, failure to comply with instructions provided by RTAC, or if otherwise stated in TD(s). Non-RTAC services are sold under the Agreement as-is, without warranties of any kind. Third parties may provide their own warranties to Client.5. Charges, Taxes, and Payment
a. Client agrees to pay all applicable charges specified for a Cloud Service, charges for use in excess of authorizations and any late payment fees. Charges are exclusive of any customs or other duty, tax, and similar levies imposed by any authority resulting from Client’s acquisitions under the Agreement and will be invoiced in addition to such charges. Amounts are due upon receipt of the invoice and payable within 30 days of the invoice date to an account specified by RTAC. Prepaid Services must be used within the applicable period. RTAC does not give credits or refunds for any prepaid, one-time charges, or other charges already due or paid. RTAC may change charges on thirty days’ notice or as specified in TD(s). Where taxes are based upon the location(s) receiving the benefit of the Cloud Service, Client has an ongoing obligation to notify RTAC of such location(s) if different than Client’s business address listed in the applicable TD(s).
b. Client agrees to: i) pay withholding tax directly to the appropriate government entity where required by law; ii) furnish a tax certificate evidencing such payment to RTAC; iii) pay RTAC only the net proceeds after tax; and iv) fully cooperate with RTAC in seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents.6. Liability and Indemnity
a. RTAC’s entire liability for all claims related to the Agreement will not exceed the amount of any actual direct damages incurred by Client up to the amounts paid (if recurring charges, for up to 12 months’ apply) for the service that is the subject of the claim, regardless of the basis of the claim. RTAC will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings. These limitations apply collectively to RTAC, its affiliates, contractors, subprocessors, and suppliers.
b. The following amounts are not subject to the above cap: i) third party payments referred to in the paragraph below; and ii) damages that cannot be limited under applicable law.
c. If a third party asserts a claim against Client that a RTAC Service acquired under the Agreement infringes a patent or copyright, RTAC will defend Client against that claim and pay amounts finally awarded by a court against Client or included in a settlement approved by RTAC, provided that Client promptly (i) notifies RTAC in writing of the claim, (ii) supplies information requested by RTAC, and (iii) allows RTAC to control, and reasonably cooperates in, the defense and settlement, including mitigation efforts.
d. RTAC has no responsibility for claims based on non-RTAC products and services, items not provided by RTAC, or any violation of law or third party rights caused by Client’s Content, materials, designs, or specifications.7. Termination
a. RTAC may suspend, revoke or limit Client’s use of a Cloud Service if RTAC determines there is a material breach of Client’s obligations, a security breach, or violation of law. If the cause of the suspension can reasonably be remedied, RTAC will provide notice of the actions Client must take to reinstate the Cloud Service. If Client fails to take such actions within a reasonable time, RTAC may terminate the Cloud Service. Failure to pay is a material breach.
b. Either party may terminate this CMA: i) without cause on at least one month’s notice to the other after expiration or termination of its obligations under the Agreement; or ii) immediately for cause if the other is in material breach of the Agreement, provided the one who is not complying is given notice and reasonable time to comply. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees. Termination of this CMA does not terminate TD(s), and provisions of this CMA as they relate to such TD(s) remain in effect until fulfilled or otherwise terminated in accordance with their terms.
c. Client may terminate a Cloud Service on one month’s notice: (i) at the written recommendation of a government or regulatory agency following a change in either applicable law or the Cloud Services; (ii) if RTAC’s modification to the computing environment used to provide the Cloud Service causes Client to be noncompliant with applicable laws; or (iii) if RTAC notifies Client of a modification that has a material adverse effect on Client’s use of the Cloud Service, provided that RTAC will have 90 days to work with Client to minimize such effect. In the event of such termination, RTAC shall refund a portion of any prepaid amounts for the applicable Cloud Service for the period after the date of termination. If the Agreement is terminated for any other reason, Client shall pay to RTAC, on the date of termination, the total amounts due per the Agreement. Upon termination, RTAC may assist Client in transitioning Client’s Content to an alternative technology for an additional charge and under separately agreed terms.8. Governing Laws and Geographic Scope
a. Each party is responsible for complying with: i) laws and regulations applicable to its business and Content; and ii) import, export and economic sanction laws and regulations. Client is responsible for its use of RTAC and non-RTAC products and services.
The rights and obligations of each party are valid only in the Republic of India. If Client or any user exports or imports Content or use of any portion of the Cloud Service outside India, RTAC will not serve as the exporter or importer. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in the Agreement affects statutory rights of consumers that cannot be waived or limited by contract.9. General
a. RTAC is an independent contractor, not Client’s agent, joint venturer, partner, or fiduciary, and does not undertake to perform any of Client’s regulatory obligations, or assume any responsibility for Client’s business or operations. Each party is responsible for determining the assignment of its personnel, and all contractors and subprocessors, and for their direction, control, and compensation.
b. RTAC and its affiliates, and their contractors and subprocessors, may, wherever they do business, store and otherwise process business contact information (BCI) of Client, its personnel and authorized users, for example name, business telephone, address, email and user IDs for business dealings with them. Where notice to or consent by the individuals is required for such processing, Client will notify and obtain such consent.
c. Account Data is information, other than Content and BCI, that Client provides to RTAC to enable Client’s use of a Cloud Service or that RTAC collects using tracking technologies, such as cookies and web beacons, regarding Clients use of a Cloud Service. RTAC and its affiliates, its contractors and subprocessors may use Account Data for example to enable product features, administer use, personalize experience, and otherwise support or improve use of the Cloud Service.
d. RTAC Business Partners who use or make available RTAC Cloud Services are independent from RTAC and unilaterally determine their terms. RTAC is not responsible for their actions, omissions, statements, or offerings.
e.Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. Assignment of RTAC rights to receive payments or assignment by RTAC in conjunction with the sale of the portion of RTAC’s business that includes a service is not restricted.
f. This CMA applies to RTAC and Client and their respective Enterprise companies who avail themselves of the CMA. The parties shall coordinate the activities of Enterprise companies under the Agreement. Enterprise companies include (i) companies within the same country that Client or RTAC control (by owning greater than 50% of the voting shares), and (ii) any other entity, in the same country, that controls, is controlled by or is under common control with Client or RTAC and has signed a participation agreement.
g. All notices under the Agreement must be in writing and sent to the business address specified for the Agreement, unless a party designates in writing a different address. The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing. Any reproduction of the Agreement made by reliable means is considered an original. The Agreement supersedes any course of dealing, discussions or representations between the parties.
h. No right or cause of action for any third party is created by the Agreement or any transaction under it. Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control. Each party will allow the other reasonable opportunity to comply before it claims the other has not met its obligations. Where approval, acceptance, consent, access, cooperation or similar action by either party is required, such action will not be unreasonably delayed or withheld.
i. RTAC may use personnel and resources in locations worldwide, including third party contractors and subprocessors to support the delivery of the Cloud Services. RTAC may transfer Content, including personally identifiable information, across country borders.