Terms Of Service

October 2023

Roket Cloud is a property of IndiQus Technologies Pvt. Ltd.

Introduction

• These Terms of Service (“Terms” or “Agreement”) set forth the legally binding terms and conditions that covers your access to and use of cloud computing and infrastructure services offered through the website(s) roket.cloud, its subdomains, mobile sites, mobile applications (the “Services”) offered by Indiqus Technologies Private Limited and its subsidiaries or affiliates (“Service Provider”, “us”, “our”, and “we”). The “Customer”, “you”, “your” shall refer to any natural person or any legal entity and its authorised users that subscribes or uses the Services offered by Service Provider. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the roket.cloud in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
• By accessing the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent), terms of the Privacy Policy and all other legal policies applicable to you, as referenced in these Terms. you do not agree with all of the provisions of these Terms, do not access and/or use the Services.
• Modifications to these Terms: From time to time, Service Provider may modify these Terms. Your use of the Services following any such modification constitutes your agreement to follow and be bound by the Terms so modified. Service Provider will use reasonable efforts to notify Customer of the changes through communications via their account, email or other means.
• The “Effective Date” of this Terms of is the date which is the earlier of (a) Customer’s initial access to any Services through any online provisioning, registration or order process or (b) effective date of any Master Services Agreement signed with the Customer or (c) the effective date of any invoice or order form, as applicable, referencing these Terms. These Terms will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference these Terms.

Services

• All Services procured by the Customer from Service Provider shall be captured in the Service Order Form (“SOF”) or detailed invoice issued by Service Provider. The SOF are incorporated by reference to these Terms. These Terms shall govern each such SOF except that any conflict between the terms of these Terms and a SOF will be resolved in favour of the SOF, if the SOF explicitly states that it is intended to modify the conflicting terms of these Terms.
• The Services to be provided to the Customer shall be governed by the service level agreements and response timelines are provided here. Such SLA and response timelines are incorporated by reference to these Terms. The SLA and response timelines are standard for all Customers. Service Provider reserves the right to make amendments in the SLA and Response Timelines subject to providing prior information to the Customer about any such changes made in the same.

Payments and Taxes

• The fees that the Service Provider shall charge for Services shall be agreed upon by Parties from time to time and set forth in the relevant SOF. Unless otherwise agreed between the Parties in writing, Fees for the Services will begin to accrue on the Billing Commencement Date. Billing Commencement Date means the date on which the billing period shall commence as mentioned under the SOF.
• Partial months will be billed on a pro rata basis based on a thirty (30) day month and Customer will pay for the Services in accordance with this Section.
• Invoices that are not disputed within thirty (30) days of the invoice date are conclusively deemed to be accepted as accurate by Customer. Any overdue amounts owed by Customer will accrue interest at the lesser of two percent (2%) per month or the highest rate permitted by Applicable Laws.
• In the instance if the actual consumption by the Customer under these Terms exceeds the mutually agreed consumption levels as per the scope of Services, the Parties agree and affirm that the Service Provider shall be entitled to raise a demand note evidencing such excess consumption, charging the Customer as per the agreed rates calculated on a pro-rata basis and the Customer undertakes to honour such undisputed demand note(s) and pay the additional fee charged therein. The Service Provider undertakes that it shall provide the necessary documents/evidences to establish such excess consumption of Services on part of the Customer.
• All amounts due to the Service Provider under these Terms and SOF are exclusive of Tax. Service Provider shall invoice all taxes applicable on the Services as per Applicable Laws to the Customer and Customer shall pay Service Provider any Tax that is due or provide Service Provider with satisfactory evidence of Customer’s exemption from the Tax in advance of invoicing. Customer shall provide Service Provider with accurate and adequate documentation sufficient to permit Service Provider to determine if any Tax is due.
• All payments to the Service Provider shall be made without any withholding or deduction for any taxes except for local withholding taxes. Customer agrees to provide the Service Provider with accurate factual information and documentation of Customer’s payment of any such local withholding taxes in a timely manner.
• For Indian customers: If the Customer is unable to make the payment as per the payment terms mentioned here or a maximum of 45 days, the Customer is liable to pay mandatory interests to Service Provider as per the terms of Micro, Small and Medium Enterprises Development (MSMED), Act 2006.

Representations And Warranties

• Each Party represents that:
  • It has the legal right and authority to enter into these Terms and is not barred by any agency or under Applicable Laws.
  • All the information and disclosures made in respect to Terms are true and accurate.
  • It has taken all necessary authorisations and approvals for the purpose of execution of Terms.
  • During the term of these Terms and for a period of two (2) years thereafter, neither Party (“Soliciting Party”) will directly or indirectly solicit, incite or attempt to solicit, incite or in any other way encourage employees or consultants or agents of the other Party to terminate their respective contracts/engagements with the other Party and join the Soliciting Party’s services in any legal capacity (including but not limited to full time employees, part time employees, contractors, short term contracts). Soliciting Party agrees that the restrictions contained in this Clause are reasonable for the legitimate protection of the business and goodwill of the other Party including but not limited to protection of any and all information/data owned by Service Provider. If other Party finds out any existing employee or consultant or agent has joined the Soliciting Party in contravention with this section, the other Party will inform the Soliciting Party of the same in writing who shall remove such person from their employment within 15 days of receiving such notice. The other Party also reserves the right to take appropriate legal actions against the Soliciting Party for contravention of this Clause.
• Service Provider represents and covenants as follows:
  • That it has adequate resources, qualifications, expertise to perform and discharge its obligations as detailed in these Terms and provide Services.
  • It has all the licences, permits and authorisations required for carrying on its business or industry and performing the Services have been obtained and are in full force and effect.
  • It has all the rights, interests, title and ownership of and over the software associated with its Services and the intellectual property associated with it and/ or has valid and enforceable licence arrangements from third parties in relation to the same, which shall remain in force throughout the term of these Terms.
  • Service Provider represents that the Services provided under these Terms are not in violation of any Applicable Laws and undertakes to provide Services in accordance with these Terms.

Customer Representations And Obligations

• Customer represents that except to the extent caused by Service Provider’s breach of these Terms, (a) Customer is responsible for all activities that occur under the Hosted System, regardless of whether the activities are authorised by the Customer or undertaken by the Customer, Customer’s employees or a third party (including Customer’s contractors, agents or End Users), and (b) Service Provider is not responsible for unauthorised access (not attributable to the Service Provider) to Customer’s Hosted System.
• Customer further represents that it owns and/or has the lawful right to possess contents, materials and the data (including the Customer Data) which runs on the Services or causes to interface with the Services or which is uploaded for the Services or posted or submitted or otherwise used during availing of the Services by the Customer and such contents do not violate any terms of these Terms or any Applicable Laws. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data and content on the Hosted System.
• Acceptable Use Policy (AUP): Customer agrees to utilise the Services strictly in accordance with the AUP as provided here. Service Provider shall be entitled to modify the AUP from time to time and such amended AUP, made available at the website of Service Provider, shall be applicable. In all events where the Parties have mutually agreed to modify the terms of the AUP and such modifications shall be captured under these Terms, the terms so modified shall prevail over the AUP and shall be read harmoniously with the terms of the AUP. If no such modifications are mentioned under these Terms, then the standard AUP shall remain applicable. The AUP is incorporated by reference in these Terms.
• The Customer will not establish any connection to any public switched Network (i.e. telephone voice network) in India and will not use any dial up lines with outward dialling facility from Nodes in violation of the TRAI Guidelines.
• In the course of providing Services by Service Provider to the Customer, additional penalties/fines/charges pertaining to call termination charges may be imposed by government entities/regulatory bodies as per the Guidelines issued by the Telecom Regulatory Authority of India (TRAI). The Customer agrees to indemnify and hold Service Provider harmless of any such losses incurred by Service Provider for any such activities attributable to the acts/omissions of the Customer as per the said TRAI Guidelines on account of Voice Over Internet Protocol (VoIP) or SIP Trunking etc in violation of the said guidelines or applicable laws.
• Customer acknowledges and will not establish any interconnectivity between ISPs for the purposes of offering Internet Telephony Services in violation of the TRAI Guidelines.

Definitions relevant for the purpose of this Clause and these Terms:

• Customer Data means all data, including all text, sound, software, image or video files, and all derivatives of such data that are created by or originated with the Customer or Customer’s End Users. Customer and/or Customer’s End Users retain ownership of all and any such Customer Data. The right granted to the Service Provider to access and use such Customer Data is limited to the sole purpose of providing the Services or for compliance of legal obligations and shall not be understood as granting the Service Provider any ownership rights thereto or any right to use or transfer, except as specifically provided herein.
• End User means any individual or entity that directly or indirectly through another user: (a) accesses or uses Customer’s content; or (b) otherwise accesses or uses the Services under Customer’s 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 account with the Service Provider, rather than under Customer’s account.
• Hosted System refer to the information technology system (hardware, software and/or other information technology components) which is the subject of the Services or to which the Services relate, provided by the Service Provider for Customer’s use of Services.

Customer Account Related Terms And Other Obligations

• Customer is responsible to monitor the activities under their account accessible through the Services (“Customer Account”), regardless of whether the activities are authorised or undertaken by the Customer or their employees or by a third party (including but not limited to your contractors, agents or any End Users). Service Provider shall not be held or deemed responsible for any unauthorised access to the Customer Account.
• Customer shall ensure the setting of strong passwords and access control mechanisms and other data protection control measures prescribed under Applicable law in order to protect Customer Data and prevent unauthorised access to the Customer Account.
• Customer shall immediately notify Service Provider of any unauthorised use of the Customer Account or any other breach of security and cooperate with investigation of service outages, security issues or any suspected breach of the these Terms.
• Service Provider shall not be held responsible for any security breach resulting due to Customer’s failure to implement and/or comply with security measures or due to any other cause which is beyond the Service Provider’s control. All and any liability(ies) arising out of or in connection with such security breach shall be solely and totally borne by the Customer and neither the Customer, nor their representatives having gained access to the Customer Account or any third party gaining unauthorised access to the Customer Account shall have any claims against the Service Provider for such liabilities.
• Customer shall defend, indemnify and hold harmless Service Provider, its affiliates, or any directors, respective employees, agents or suppliers (“Indemnified Parties”), from and against any and all claims and/or Losses arising out of or attributable, whether directly or not, to such security breach as defined in this Clause.
• Backup of Customer Data: Customer should take appropriate action to secure, protect and backup the Customer Data including programs, data, software and any other Customer Data. Service Provider shall not be under any obligation, while providing the Services to the Customer, under these Terms, to maintain any copy or back up Customer Data.
• Notwithstanding that the Customer is availing backup services from the Service Provider, Customer shall remain responsible to ensure that adequate back-up is taken by them and to test the accuracy of such back up of Customer Data. Service Provider shall not be responsible for the same. Further, Customer shall be liable to pay us, without dispute, any minimum billing amounts and/or variable usage charges that accrue due to the use of such backup services.

Confidentiality Obligations

• Each Party (“Receiving Party”) agrees that it will not disclose to third party/ies any information belonging to the other Party (“Disclosing Party”) which is provided to it by the Disclosing Party before, during and after the execution of these Terms. All such information belonging to the Disclosing Party and provided to the Receiving Party shall be considered Confidential Information. Confidential Information includes prices, quotations, negotiated issues made before the execution of the SOFs, server configuration, design and other related information and information relating to the contents to be transmitted to and from the servers of Service Provider or Customer. All information provided by a Party to the other shall be considered confidential even if it is not conspicuously marked as confidential.
• “Confidential Information” means non-public information disclosed by one party to the other in any form that: (i) is designated as “Confidential”; (ii) a reasonable person knows or reasonably should understand to be confidential; or (iii) includes either party’s products, customers, marketing and promotions, know-how, or the negotiated terms of these Terms; and which is not independently developed by the other party without reference to the other’s Confidential Information or otherwise known to the other party on a non-confidential basis prior to disclosure.
• Notwithstanding the foregoing, neither Party shall have any obligations regarding non-use or non-disclosure of any confidential information which (i) is already known to the Receiving Party at the time of disclosure; (ii) is or becomes part of the public domain without violation of the terms hereof; (iii) is shown by conclusive documentary evidence to have been developed independently by the Receiving Party without violation of the terms hereof; (iv) is disclosed by the Disclosing Party to a third party without similar restrictions on the third party's rights; or (v) is received from a third party without similar restrictions and without violation of this or a similar agreement.
• Each Party agrees not to disclose any of the Confidential information obtained from the other under any circumstances to any third party unless it is so required by law to be disclosed or if it falls under any of the exceptions mentioned in this Clause. Any disclosure to be made by the Customer as per the requirements of law shall be so disclosed on providing advance notice to Service Provider with the reasons for such disclosures.
• Notwithstanding any provision to the contrary, Service Provider shall be entitled to freely disclose the information that it is providing / has provided the Services to the Customer in its marketing, promotion or other materials without disclosure of any Confidential Information.

Term And Termination

• Term: The term of these Terms shall commence on the Effective Date and shall continue on an annual basis and shall automatically be renewed for subsequent periods of one year, unless terminated by the Parties as per terms of termination provided in this Clause.
• Termination for Convenience: Post the Lock-in Period (if defined in the SOF), either Party may terminate these Terms for any reason by providing the other Party, a written notice of termination at least 30_ (thirty) days prior to such date of termination.
• Termination for Cause: Without prejudice to the Parties’ above rights of termination, either Party may terminate these Terms immediately upon notice to the other Party if the other Party is in material breach of these Terms and the breach has not been remedied within 30 (thirty) days following written notice for cure of such breach to the breaching Party.
• Effects of Termination: The Parties agree and affirm that upon the date of termination/expiry of these Terms:
  • Except as provided hereunder, all rights of the Customer under these Terms immediately terminate.
  • Customer shall remain responsible for all fees and charges payable by the date of termination for Services rendered by the Service Provider.
  • Either Party shall immediately return/destroy all Confidential Information belonging to the other party that may be in its possession as instructed by such party.
  • The Customer shall retrieve any data belonging to the Customer before the termination.
  • Termination shall not affect the rights and liabilities of a Party that have accrued before the effective date of termination.

Temporary Suspension Of Services

• Service Provider may suspend or limit Customer’s or any End User’s right to access or use any portion or all of the Services immediately upon prompt notice to the Customer if the Service Provider determines:
  • Customer’s or an End User’s use of the Services:
  • poses an immediate security risk to the Hosted System or any third party,
  • could adversely impact Service Provider’s systems, the Services or the systems or content of any other customer,
  • could be fraudulent or be utilised to cause fraud or be illegal or be utilised to aid or abet illegal activities;
  • Customer is in breach of its payment obligations and fails to cure such breach within the fifteen (15) days of intimation by Service Provider;
• Customer is in breach of its payment obligations and fails to cure such breach within the fifteen (15) days of intimation by Service Provider;
• In all events where such suspension or limitation is required by law.
• Effect of Suspension: In the event Service Provider suspends Customer’s right to access or use any portion or all of the Services:
  • Customer remains responsible for all fees and charges the Customer incurs during the period of suspension; and
  • Customer will not be entitled to any service credits as provided under the SLA for such a period of suspension.

Data Ownership/Security/Privacy

• Customer and/or Customer’s End Users retain ownership of all and any such Customer Data. Notwithstanding anything to the contrary contained herein, Service Provider may use the Customer Data to the extent necessary to (a) provide the Services to Customer and (b) in aggregated and anonymised form for providing and optimising its Services; performing analytics through its internal system or using third party analytics to provide better value added services; provided that all such Customer Data shall at all times be subject to the confidentiality obligations contained herein.
• Service Provider takes appropriate and reasonable security measures to help the Customer secure Customer Data against accidental or unlawful loss, access or disclosure.
• All data privacy laws/rules as per the Applicable Laws shall be applicable to the Services.
• The Customer acknowledges that the Service Provider may require to disclose information and data provided to it by Customer, including information that identifies an individual or a person either directly or indirectly and alone or in combination with other information available (such identifying information being referred to as “Personal Information”), such as a person’s name, phone number and email address, to Service Provider’s affiliates and associates to carry out Services under these Terms. Service Provider may also disclose Personal Information obtained from Customer if required (i) under applicable laws including in connection with law enforcement, fraud prevention, or other legal action, or as required by law or regulation, or (ii) for optimisation of Services or (iii) if it reasonably considers it necessary to protect itself, its customers, or the public; All disclosures under this Clause shall be subject to prior intimation of such disclosure by the Service Provider to the Customer unless specifically barred thereto.
• The Customer shall be deemed to have consented to disclosure of Personal Information by the Service Provider in the instances mentioned above by providing such Personal information to the Service Provider in the course of Service Provider’s performance of the Services.
• The Service Provider hereby undertakes that the Service Provider shall comply with all applicable data privacy laws while handling Personal Information of the Customer. However, the Parties agree and affirm unequivocally due to the nature of the Services, the Service Provider does not have any access to Customer Data and hence cannot be held liable for any losses/damages that the Customer may suffer on account of Customer Data.

Intellectual Property Rights

• Both the Parties acknowledge and agree that neither Party has any right, title or interest in any Intellectual Property owned by the other Party. Neither Party shall use Intellectual Property of the other Party except to provide the Services as defined and/or in any other manner provided in these Terms.
• “Intellectual Property” shall mean and include all trademarks, service marks, logos, word marks, getup, trade names, internet domain names, patent rights, rights in designs, copyright(including rights in computer software) and moral rights, database rights, utility models, rights in know-how, technology, trade secrets and other intellectual property rights and proprietary data, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world which are held or beneficially owned by each Party.

Notices

• Any notice, request, consent, waiver or other communication required or permitted to be given pursuant to these Terms shall be in writing, in English and shall be effective when delivered personally to the Party, or received either via electronic mail at the designated e-mail addresses, or Registered Post AD or Speed Post AD or Courier with proof of delivery, at the particulars of the Parties as mentioned herein above
• Any notice, request, consent, waiver or other communication required to be given under these Terms shall be effective when delivered personally to the Party specified below; or when received either: (i) via electronic mail at the e-mail addresses provided below; or (ii) via certified or registered mail, return receipt requested, postage prepaid; or (ii) via reputable courier service, by such Party at the particulars as provided in the SOF.

Indemnity

• Service Provider will indemnify, defend and hold harmless the Customer including their, directors, employees, agents and contractors from any and all liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) that the Customer may incur as a result of (a) gross negligence or wilful misconduct of the Service Provider solely, in provision of Services to the Customer; and (b) .any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and undertakes to pay the amount of any adverse final judgement or settlement.
• Customer will defend, indemnify, and hold harmless the Service Provider, its 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) Customer’s or any End Users’ use of the Services (including any activities and use by Customer’s employees and personnel); (b) violation of these Terms or applicable law by the Customer or Customer’s End Users; or (c) a dispute between Customer and any of its End User (d) an allegation that any of Customer content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgement or settlement; except in cases where such third party claim is solely attributable to gross negligence or wilful misconduct on part of the Service Provider.
• The obligations under this Section will apply only if the party seeking defence or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defence and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defence 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.

Limitation On Damages

• Notwithstanding anything in these Terms to the contrary, the maximum aggregate monetary liability of either Party and any of its representatives in connection with the Services or these Terms under any theory of law shall not exceed the total amount paid by Customer to the Service Provider for the Services that are the subject of the claim in the 12 months immediately preceding the event(s) that first gave rise to the claim.
• Neither party (nor any of its representatives) is liable to the other party for any indirect, special, incidental, exemplary, or consequential loss or damages of any kind. Neither party is liable for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either party be liable to the other for any punitive damages; or for any loss of profits, data, revenue, business opportunities, customers, contracts, goodwill, or reputation.
• As an essential part of these Terms, the credits stated in any applicable SLA(s) shall be the Customer’s sole and exclusive remedy for Service Provider’s failure to meet those guarantees for which credits are provided; and the Parties agree that the credits are not a penalty, are fair and reasonable and represent a reasonable estimate of loss that may reasonably be anticipated from any breach. The maximum credit(s) for failures to meet any applicable SLA(s) for any calendar month shall not exceed 100% of the then current monthly recurring Fee for the Services. Customer is not entitled to a credit if Customer is in breach of the Terms at the time of the occurrence of the event giving rise to the credit, until such time as Customer has remedied the breach. No credit shall be due if the credit would not have accrued but for Customer’s action or omission.

Dispute Resolution, Governing Law And Jurisdiction

• The Parties to these Terms intend to discharge their obligations in utmost good faith. The Parties therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement through mutual discussion. Any dispute arising out of or in connection with these Terms (“Dispute”) shall first be referred to the respective senior management of the Parties for discussion and resolution no later than 30 (thirty) working days from the date on which either Party gives written notice to the other Party that such a Dispute exists. Such discussion may be held telephonically if travel is impractical for either Party. If the Dispute does not get resolved by mutual discussion, Parties may refer the Dispute to appropriate courts for resolution.
• These Terms shall be governed by the laws of India (both substantive and procedural) [(“Applicable Law”] and the courts at Delhi shall have the exclusive jurisdiction in respect of any matter or dispute connected with these Terms.

Miscellaneous

• Force Majeure: If either Party is prevented, restricted, delayed, in the performance of their obligations under these Terms by force majeure circumstances which are beyond the control of the Parties (including but not limited to labour conflicts, industry wide shortages of labour or material, acts of war or civil disruption, governmental official orders/action, lockdowns, pandemics, acts of God and other natural disasters which is beyond the reasonable control of such party or in the nature of an act of God), the obligations of a Party which cannot be performed by reason of such force majeure conditions shall remain suspended. Where such suspension carries on for a continuous period of over thirty (30) days, the Parties shall jointly review the situation and where possible, shall use their best efforts to resolve the situation in such manner as they may mutually agree. Any payments for the Services delivered by Service Provider and/or as per any SOF prior to the stat of the Force Majeure Event shall be payable by Customer as per these Terms unless mutually agreed by the Parties. No Party shall be responsible for any additional damages, losses, claims, costs, expenses on account of any act of force majeure and any breach in performance arising therefrom shall not be deemed to be a breach of these Terms.
• Entire Agreement: These Terms including the SOF executed as part of these Terms and the documents incorporated by reference in these Terms constitutes the entire agreement between the Parties in relation to its subject matter. In case of inconsistency between the legal terms of these Terms and any other Master Services Agreement (and Work Orders as part of the MSA) agreed between the Parties, the terms of the Master Service Agreement (and Work Orders as part of the MSA) shall take precedence over these Terms and the SOFs issued incorporating these Terms.
• Independent Contractor: Service Provider and Customer are independent contractors. Nothing in these Terms will be construed as creating any relationship such as joint venture, partnership, association of persons, employer-employee, principal-agent or franchisor-franchisee. Service Provider has exclusive control over its employees, representatives, agents, contractors and subcontractors ("Personnel"), and over its labour and employee relations and its policies relating to wages, hours, working conditions and other employment conditions.
• Severability: If any provision of these Terms or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In such case, the Parties shall forthwith enter into good faith negotiations to amend the provisions rendered void, illegal or enforceable in such a way that, as an amended provision, it is valid and legal and to the maximum extent possible carries out the original intent of the Parties as reflected herein with respect to the matter in question.
• Waiver: No delay in exercising or omission to exercise any right, power or remedy accruing to either Party under these Terms shall impair any such right, power or remedy or be construed to be waiver or acquiescence thereof, nor shall action or inaction of acquiescence by either Party in any such default, affect or impair any right, power or remedy of the either Party, in respect of any such default.
• Assignment: It is mutually agreed between the Parties that there shall be no transfer or assignment of any of the rights or obligations arising out of these Terms or any rights hereunder without the prior written consent of the other Party.

You can contact Service Provider at legal@indiqus.com to clarify any points as mentioned in these Terms.