This DIGITIES Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between DIGITIES Technologies (also referred to as “DIGITIES,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 12 for definitions of certain capitalized terms used in this Agreement.

1.        DIGITIES Responsibilities

1. General. You may access and use the Services in accordance with this Agreement.

2. Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges. 

3. DIGITIES Security. Without limiting Section 8 or your obligations under Section 2.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

4. Data Privacy. You consent to the storage of Your Content in, and transfer of Your Content into, the DIGITIES Servers. We will not access or use Your Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) move Your Content from the DIGITIES servers; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 1.4. We will only use your Account Information to the extent required to service you and to comply with law or binding order as specified above, and you consent to such usage.

5. Notice of Changes to the Services. We may change or discontinue any of the Services from time to time. We will provide you at least 1 month prior notice before discontinuing a material functionality of a Service that you are using, or materially altering a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the 1 month notice period (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements.

2.        Your Responsibilities

1. Your Accounts. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

2. Your Content. You are responsible for Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Services will not violate any of the Policies or any applicable law. 

3. Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.

4. Log-In Credentials and Passwords. DIGITIES log-in credentials and passwords generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your passwords to your agents and subcontractors performing work on your behalf.

5. End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services. You are responsible for End Users’ use of Your Content and the Services, and for their compliance with your obligations under this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Services by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services. 

3.         Fees and Payment

1. Service Fees. We calculate and bill fees and charges at intervals as agreed with you. You will pay us the applicable fees and charges for use of the Services as described on the DIGITIES Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim.

2. Taxes.

1. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we can claim an available exemption from such Indirect Tax.

2. We will invoice you from our registered office at the address of your establishment (as registered with the tax authorities, if applicable) receiving the Services in accordance with the applicable indirect tax laws.

All fees and charges payable under this Agreement will be exclusive of applicable national, state or local indirect taxes ("Taxes") that DIGITIES is legally obligated to charge under Indian tax laws. For the purpose of this clause, local indirect taxes include Goods and Services Tax (“GST”), which includes the Central Goods and Services Tax ("Central Tax"), the State Goods and Services Tax ("State Tax"), the Union Territory Goods and Services Tax ("UT Tax"), the Integrated Goods and Services Tax ("Integrated Tax") as may be applicable. The Taxes charged by DIGITIES will be stated in the invoice pursuant to applicable laws. DIGITIES may charge and you will pay any applicable Taxes, which are stated separately on the invoice. As per the statutory requirement under GST, you will provide all necessary information such as the correct GST registered address, legal name and GSTIN ("GST Information") in order for DIGITIES to issue correct GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will inform us in a timely manner, to enable DIGITIES to correct the GST tax invoice. DIGITIES will determine the place of supply for the Services based on the GST Information provided by you and accordingly, charge GST (CGST and SGST/UTGST or IGST) on its invoice.

4.         Temporary Suspension

1. Generally. We may suspend your or any End User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:

1. your or an End User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems or Content of any other DIGITIES customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;

2. you are, or any End User is, in breach of this Agreement;

3. you are in breach of your payment obligations under Section 3; or

4. you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

2. Effect of Suspension. If we suspend your right to access or use any portion or all of the Services:

1. you remain responsible for all fees and charges you incur during the period of suspension; and

2. you will not be entitled to any discounts for any period of suspension. 

5.         Term; Termination

1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 5. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 5.2.

2. Termination

1. Termination for Convenience. You may terminate this Agreement for any reason by providing us notice. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

2. Termination for Cause

1. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

2. By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 4, (B) if our relationship with a third-party partner who provides software or other technology, we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

3. Effect of Termination

1. Generally. 

Upon the Termination Date:

1. except as provided in Sections 5.3(a)(iv) and 5.3(b), all your rights under this Agreement immediately terminate;

2. you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 5.3(b);

3. you will immediately return or, if instructed by us, destroy all DIGITIES Content in your possession; and

4. Sections 2.1, 3, 5.3, 6 (except Section 6.3), 7, 8, 9, 11 and 12 will continue to apply in accordance with their terms.

2. Post-Termination. Unless we terminate your use of the Services pursuant to Section 5.2(b), during the 7 days following the Termination Date:

1. we will not take action to remove from the DIGITIES systems any of Your Content as a result of the termination; and

2. we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.

For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 3.

6.         Proprietary Rights

1. Your Content. Except as provided in this Section 6, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you and any End Users.

2. Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Services will violate the Acceptable Use Policy.

3. Intellectual Property License. The Intellectual Property License applies to your use of DIGITIES Content and the Services. 

4. Restrictions. Neither you nor any End User will use the DIGITIES Content or Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or DIGITIES Content or apply any other process or procedure to derive the source code of any software included in the Services or DIGITIES Content (except to the extent applicable law doesn’t allow this restriction), (b) access or use the Services or DIGITIES Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services or DIGITIES Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

7.         Indemnification

1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Services (including any activities under your DIGITIES account/ Virtual Machine and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

2. Intellectual Property

1. Subject to the limitations in this Section 7, DIGITIES will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

2. Subject to the limitations in this Section 7, you will defend DIGITIES, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

3. Neither party will have obligations or liability under this Section 7.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, DIGITIES will have no obligations or liability arising from your or any End User’s use of the Services after DIGITIES has notified you to discontinue such use. The remedies provided in this Section 7.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

4. For any claim covered by Section 7.2(a), DIGITIES will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

3. Process. The obligations under this Section 7 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party. 

8.         Disclaimers

THE SERVICES AND DIGITIES CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR DIGITIES CONTENT OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OR DIGITIES CONTENT OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. 

9.         Limitations of Liability

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OR DIGITIES CONTENT, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES OR DIGITIES CONTENT, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OR DIGITIES CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.         Modifications to the Agreement

We may modify this Agreement (including any Policies) at any time by posting a revised version on the DIGITIES application at the time of login or by otherwise notifying you in accordance with Section 11.09. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services or DIGITIES Content after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check regularly for modifications to this Agreement.

11.         Miscellaneous

1. Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for DIGITIES as a party to this Agreement and DIGITIES is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

2. Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

3. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

4. Governing Law. The Governing Laws, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us.

5. Disputes. Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by DIGITIES will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below.

Disputes will be resolved by binding arbitration, rather than in court. Arbitration will be conducted by a panel consisting of three (3) arbitrators, with one (1) nominated by each party and the third chosen by the two (2) arbitrators so nominated. The decision and award will be determined by the majority of the panels and shall be final and binding upon the parties. The arbitration will be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 of India, as may be in force from time to time. The arbitration proceedings will be conducted in English, and the seat of the arbitration will be Chennai. The cost of the arbitration, including fees and expenses of the arbitrator, shall be shared equally by the parties, unless the award otherwise provides. The courts at Chennai shall have the exclusive jurisdiction for all arbitral applications. The Parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party. Notwithstanding the foregoing, any party may seek injunctive relief in any court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.

6. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

7. Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

8. Confidentiality and Publicity. You may use DIGITIES Confidential Information only in connection with your use of the Services or DIGITIES Content as permitted under this Agreement. You will not disclose DIGITIES Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of DIGITIES Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services or DIGITIES Content.

9. Notice

1. To You. We may provide any notice to you under this Agreement by: (i) sending a message on your communication number; or (ii) sending a message to the email address then associated with your account. Notices we provide by sending message and notices we provide by email will be effective when we send the message/ email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

2. To Us. To give us notice under this Agreement, you must contact DIGITIES by facsimile transmission or personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address, as provided on the DIGITIES invoice.

10. No Third-Party Beneficiaries. Except as set forth in Section 7, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

11. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

12. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. 

12.         Definitions

“Acceptable Use Policy” means the policy as stated below and as may be updated by us from time to time

• You may not use, or facilitate or allow others to use, the Services of DIGITIES for any illegal or fraudulent activity;

• to violate the rights of others;

• to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;

• for any content or activity that promotes child sexual exploitation or abuse;

• to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;

• to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).

Investigation and Enforcement

We may investigate any suspected violation of this Policy, and remove or disable access to any content or resource that violates this Policy. You agree to cooperate with us to remedy any violation.

When determining whether there has been a violation of this Policy, we may consider your ability and willingness to comply with this Policy, including the policies and processes you have in place to prevent or identify and remove any prohibited content or activity.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your DIGITIES account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your DIGITIES account.

“API” means an application program interface.

“DIGITIES Confidential Information” means all non-public information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. DIGITIES Confidential Information includes: (a) non-public information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. DIGITIES Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the DIGITIES Confidential Information.

“DIGITIES Content” means APIs, WSDLs, sample code, software libraries, command line tools, proofs of concept, templates, advice, information, programs (including credit programs) and any other Content made available by us and our affiliates related to use of the Services or on the DIGITIES Site and other related technology (including any of the foregoing that are provided by our personnel). DIGITIES Content does not include the Services or Third-Party Content.

“DIGITIES Site” means https://qubit-24x7.com (and any successor or related locations designated by us), as may be updated by us from time to time.

“Content” means software (including machine images), Virtual Machine, data, text, audio, video, or images.

“End User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own DIGITIES account, rather than under your account.

"Governing Laws" and “Governing Courts” mean the laws of India and the courts in Chennai, India respectively. 

“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, service tax, GST, excise taxes, sales and transactions taxes.

“Intellectual Property License” means the following terms that apply to your access to and use of DIGITIES Content and Services, as may be updated by us from time to time.

DIGITIES or its licensors own all right, title, and interest in and to the Services, Content, and all related technology and intellectual property rights.  Subject to the terms of this Agreement, DIGITIES grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to copy and use the Content solely in connection with your permitted use of the Services during the Term. Solely to the extent that applicable law requires the exercise of intellectual property rights owned by DIGITIES or its licensors for you to access or use any Service, DIGITIES grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferrable license to exercise such intellectual property rights during the Term and subject to the terms of this Agreement.  No other entity is entitled to or purports to grant or procure the grant of this License.  Except as expressly provided in this Section, you obtain no other rights under the Agreement or this License from DIGITIES, its affiliates or suppliers to the Services and Content, including any related intellectual property rights.  

Neither you nor any End User will use the Services or Content in any manner or for any purpose other than as expressly permitted by this Agreement.  Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services or Content (except to the extent such Content is provided to you under a separate license that expressly permits the creation of derivative works), or (b) sublicense the Services or Content.  These license restrictions will continue to apply following the termination of this License.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Service” means each of the services made available by us or our affiliates including cloud storage and access services. Services do not include Third-Party Content.

“Term” means the term of this Agreement described in Section 5.1.

“Termination Date” means the effective date of termination provided in a notice from one party to the other in accordance with Section 5.

“Third-Party Content” means Content made available to you by any third party saved on the DIGITIES platform or in conjunction with the Services.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting of the Services in connection with your DIGITIES account/ Virtual Machine and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in our Cloud Storage Service. Your Content does not include Account Information.