This Partner agreement (“Agreement”) is entered Between Palpable Ads, Name: Palpable Ads, Address: Rajendri Nagar, Lane No #2, Sai Niwas, Aanad Park, Vadgaonsheri, Pune-411014 , hereinafter referred to as the “Service Provider”, which expression shall unless it be repugnant to the context or meaning thereof, be deemed to include its successors and assigns And the Partner, hereinafter referred to as the “Partner”, “You”, and “Your”, which expression shall unless it be repugnant to the context or meaning thereof, be deemed to include its successors and assigns) (Hereinafter referred to individually as a “Party” and collectively as the “Parties”)
Palpable Ads is an online Platform which provides services such as marketing, web development, web designing, advance targeting, anti-ad blocking, Search Engine Optimization, real time analytics, traffic management, visitor routing, and ad management (hereinafter referred to collectively as the “Product” or “Services”) AND WHEREAS, the Partner is having the right infrastructure, market penetration and the skills to offer the Services of Palpable Ads to its clients, and is interested in joining Palpable Ads as a Partner; AND WHEREAS, Palpable Ads is willing to welcome the Partner onboard on the terms and conditions set forth hereinafter.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:
Unless repugnant to the context or meaning thereof, the term:
1.2. “Products and Services” shall mean the products and the services offered by Palpable.
1.3. “Order” shall mean the order placed by you for purchasing our Products and Service.
1.4. “Platform” shall mean the website www.palpableads.comand the applications through which Palpable Ads offers its Products and Services.
1.5. “Content” shall mean without limitation the images, texts, videos, audios, descriptions, audio-visuals, reviews, ratings, presentations and graphics uploaded on the Platform;
1.6. “Registration Data” shall mean the information a Partner is required to provide to the Platform in order to join its team;
1.7. “Working Days” shall mean the days on which the licensed banks are open and operating in normal course of their business in India;
1.8. “Intellectual Property Rights” shall mean any and all current and/or future intellectual property rights, including (i) all forms of copyright and authors rights (including any and all rights that may be considered financial rights), database rights and rights in patents, designs, inventions, utility models, trade names, trademarks, service marks, rights in trade dress or get-up, goodwill, domain names, Platform addresses (URL), know-how, trade secret, rights to sue for passing off, unfair competition rights, moral rights and Confidential Information (whether registered or unregistered); (ii) Platforms for registration, renewals or extensions, and the right to apply for registration, renewal or extensions, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection (whether registered or unregistered), existing anywhere in the world from time to time;
1.9. “Third Party Content” means images, texts, visuals, mockups, videos, audios, clip art, Payment gateways, music or any other copyrighted or un-copyrighted work which is owned by such other person or entity or the rights of which are held by the person or entities other than the Parties to this Agreement;
1.10. “Confidential Information” means any information or document in whatever form or format belonging to, in the possession of, under the control of, in the knowledge of, or howsoever related to Palpable Ads and/or the Partner which has been disclosed or made available, directly or indirectly, to the Partner or the Palpable Ads in any manner, which is (i) confidential and proprietary in nature, or (ii) which has been designated as confidential by Palpable Ads or the Partner, or (iii) the unauthorised disclosure of which would, or would be likely to, prejudice the interests of the Palpable Ads or the Partner, and this includes all trade secrets, know-how, all personal and sensitive data and all discussions and negotiations.
Palpable Ads is an online platform which provides services such as marketing, web development, web designing, advance targeting, anti-ad blocking, Search Engine Optimization, real time analytics, traffic management, visitor routing, and ad management etcetera. After entering into this Agreement the Partner shall be able to buy the Products and the Services at a discounted rate from Palpable Ads and offer them to its clients at the price of its choice.
3. Standard Layout:
We have a standard layout for all Partner profiles. You need to have your computer system, internet connection, phone and infrastructure as per your representation to carry out your business. We do not process individual requests to update or provide the profile or in a specific format. However, we reserve the right to update the Platform or any of its functionalities from time to time without any prior notice to you. We may add or remove functionalities or limit the information shown on the profile. You will be provided with the most updated version of the Platform.
4. Non Availability of the Platform, Services and Order Rejection:
i. Except on thedate and time the Platform is under maintenance or down for any reason beyond our control, for example, the force majeure events such as flood, strike, and earthquake etcetera, our remain live when the Platform is up and running. Notwithstanding anything contained herein, this Agreement does not grant a perpetual right to the Partner to keep its profile active on the Platform. Your joining with us is at our sole discretion, and we reserve the right to terminate it at any point in time as per our termination and suspension policy without prejudice to your accrued rights.
ii. We reserve the right to reject the Orders placed by you without assigning any reason thereof.
5. Partner’s Use of the Platform and Conduct:
Partners use the Platform to receive the Products and the Services. You shall have your profile for ordering the Products and Services and interacting with the Platform. We maintain a centralized database of our Partners. We create a unique identifier to identify the Partners and their profiles. This identifier is used to route the Product and Service to respective ordering Partners. Please note that your profile may or may not be public.
a. You agree that the Platform shall not be brought into uses other than those specifically mentioned herein. You agree that the Platform shall not be brought into the use which is devised solely to defeat the purpose of the legal system prevailing in the India. You acknowledge, agree, represent and warrant that the content (including other contents) and listings (including other) available on the Platform shall not be bought into uses which are unsolicited, illegal, unethical, immoral and harmful to other Businesses or Users in any manner whatsoever.
b. As a condition to use the Platform, the Partner warrants that it will not use the Platform for any purpose that is unlawful or illegal under any law for the time being in force within or outside the India or prohibited under this Agreement including both specific and implied. The Partner shall refrain from obtaining or attempting to obtain any materials or information through any means not intentionally made available or provided for or through the Platform.
c. You agree not to provide, post, host, transmit, email, display, upload, modify, update publish, or share any Content, items or services:
i. that violates the laws of India;
ii. that is copyrighted or patented, protected by trade secret or trademark, or otherwise subject to third party Intellectual Property Rights, including privacy and publicity rights, unless you are the owner of such rights or have permission or a license from their rightful owner to post the material and to grant us all of the license rights granted herein;
iii. that is false, deceptive, misleading, mis-informative, stolen, deceitful, harmful, abusive, threatening, unlawful, blasphemous, harassing, defamatory, obscene, pornographic, libellous, paedophilic, invasive of another's privacy or other rights, hateful towards any individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or illegal gambling or harms or could harm in any way or otherwise unlawful in any manner whatsoever;
iv. Additional you agree not to:
i. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
ii. publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, material or information;
iii. upload files that contain software or other material protected by intellectual property laws unless the Partner owns or controls the rights thereto or have received all necessary consents;
iv. upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;
v. conduct or forward surveys, contests, pyramid schemes or chain letters;
vi. violate any applicable laws or regulations for the time being in force in or outside India; and
vii. Violate the Terms or any other terms and conditions applicable to you for the use of the Platform.
d. Palpable Ads reserves the right to review the Partner and/or its Content or information and shall remove any infringing materials in its sole discretion if submitted in any manner whatsoever.
e. Palpable Ads reserves the right at all times to disclose any information as is necessary to satisfy or comply with any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Palpable Ads's sole discretion.
6. Duties and Obligations:
Without limiting the scope of the other sections of this Agreement, you shall be responsible to:
i. Maintaining the records, and document/ information sharing:
The Partner agrees to maintain the records of the orders placed through the Platform in a clear readable manner. The Partner is free to chose the form and format of record maintenance; however, we recommend you to use ms excel. The records must be maintained in duplicate to avoid any data loss. You agree share the client details, books of accounts, reports and logs, registration details, details of the delivery person (for example name, contact details and driving license number) and such other documents and details that may be required by Palpable Ads from time to time.
ii. Maintain the documents and details of the person hired by you:
You agree to maintain the documents and details of the persons you may hire to carry out the tasks of development or provision of the services. You agree to obtain the affirmation and get an agreement signed with such person to ensure all the details and documents, confidential information, User’s personal information and any information related to Palpable Ads and this Agreement remains protected. We have a zero tolerance policy for any breach into confidential information of Palpable Ads, which may result into immediate termination of this Agreement, and initiation of a legal suit.
iii. Abide by the applicable laws and code of conduct:
You agree that you have obtained all certifications, licenses or the government approvals you are reasonably required to obtain in connection with the activities you are undertaking. In the event, if you have not obtained the applicable licences, certifications, or approvals, you hereby represent and warrant that you are not working illegally and no certifications, licenses and/or approvals are applicable to you.
iv. Promptly inform Palpable Ads:
a. In the event you are unable to place Orders;
b. If the Products and Services is not delivered by Palpable for any reason whatsoever;
c. If there is a change in your Registration Data.
d. If the Products and the Services are different than what you had ordered.
e. If there is any deficiency in the Products and the Services.
f. Any development Palpable Ads is reasonably supposed to know;
v. Provide a correct description:
You agree to disclose the relevant information about the Product or the Services (if you are required to) in its description while placing an Order. The description must be correct and detailed. We recommend you to obtain a detailed project requirement, a document stating all the requirement in great detail, and forward it to us. For removal of doubt, it is clarified that you agree to not to conceal any material information that may required by your clients.
vi. Name a person responsible to:
a. You agree to name a person who shall represent you (in the event your representative is handling the Platform), order placement, and payments etc..
v. Provide correct Registration Data Including Contact Details:
vi. The Partner agrees to: (a) provide true, accurate and complete information about itself and its beneficiaries hereinafter referred to as the “Registration Data”; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If the Partner provides any information that is untrue, inaccurate, not current or incomplete or Palpable Ads has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Palpable Ads has the right to suspend or terminate this Agreement and refuse any and all current or future use of the Platform and/or any Service.
viii. We may further instruct you on handling of the orders, and if so required, conduct a professional training sessions.
7. Listing Fee and Payment Method and Settlement:
Fees to Palpable Ads: All Palpable Ads Products and Services shall be available to you at 10% discount. The payments have to be made at once and in full. The fees are non-refundable. There is no cash on delivery option available with us as of now. You shall solely be responsible for collecting the charges from your clients to whom you have sold the Products or the Services. Furthermore, you shall solely be responsible for collecting taxes and other duties as applicable on such Products and the Services. Palpable reserves the right to increase or decrease the percent fees charged by it at any time with a prior notice to you.
ii. Settlement of the Account:
There is no requirement of the settlement of the Accounts as such; however, Palpable Ads may request you to provide the details of the sale of the Products and the Services for the verification of its financial accounts at any time at its sole discretion. Palpable Ads may collect its fees from you in case it believes that the same was not levied or short levied.
a. Please note that you shall be solely responsible for any dispute, refund or cancelation order received from your clients by you. In no event shall Palpable Ads be liable for the same.
8. Partner’s Representation:
i. The Partner agrees and undertakes at all times to be responsible for maintaining the confidentiality of the password and user id (if any), and shall be fully responsible for all activities that occur by use of such password or user id. You are responsible for the security of your password and for all transactions undertaken using your password. The Password entered by you is transmitted in one- way encrypted form to our database and stored as such. Thus the password will not be known even to Palpable Ads. Palpable Ads will not be responsible for any financial loss, inconvenience or mental agony resulting from misuse of your ID/password/credit card number/account details number for using Palpable Ads.
ii. You represent and confirm that you are a legal entity with good standing and are capable of entering into a binding contract and are not barred from availing our Services under the applicable laws. You understand and agree that the Platform and the Services are provided on an “as available” "as is" basis. Further, you represent and warrant that you have not been barred from carrying out your business and you are not a party to a contract or agreement that bars you from entering into this Agreement.
iii. You represent that you have obtained all certifications, licenses or the government approvals you are reasonably required to obtain in connection with the activities you are undertaking. In the event, if you have not obtained the applicable licences, certifications, or approvals, you hereby represent and warrant that you are not working illegally and no certifications, licenses and/or approvals are applicable to you.
iv. You represent that you shall not do or act in a manner which may tarnish the image of Palpable Ads. You shall not publish the name of Palpable Ads or Palpable Ads without obtaining due authorization from us.
v. You shall not try to obtain any Confidential Information of Palpable Ads, copy the codes or Contents from the Product and the Services, try to reverse engineer, hack into or decode the Products and Services of Palpable Ads. Neither shall you share any Confidential Information of Palpable Ads with any other person in, any form or format now known or devised hereafter.
vi. You represent that you shall not try to entice away the clients of Palpable Ads in any manner whatsoever, and neither shall you try to compete with Palpable Ads during the continuation of this Agreement till 6 months after its termination.
vii. You represent that you shall be solely responsible for obtaining all End User Licence Agreements from your clients, in the event you are selling the Products and the Services to the End Users.
9. End User and Bulk Orders:
You are allowed to place bulk orders. However, you shall not sell the Products and the Services to any person for resale without obtaining our written permission. Further, you agree to obtain all End Users agreements from your clients.
10. No Refund:
You agree and understand that the Products and Services sold to you are not refundable. Therefore, you are required to have similar arrangements with your clients. We shall not be held responsible in the event your clients are unhappy with the Products and the Services sold by you.
11. Right to Use Your Name And Content:
The Partner hereby grants Palpable Ads the right to display, copy, reproduce, edit, print, and duplicate its name, location, contact details, images, logos, insignia, catch phrases, and service marks on the Platform. Further, Palpable Ads shall have the right to use the name, location, contact details, menu, images, logos, insignia, catch phrases, services delivered and service marks of the Partner in its promotional material.
12. Right to Contact You:
13. No Ownership in the Platform:
i. You gain no ownership: This Agreement does not transfer any ownership from us to you or you to us in any manner whatsoever. You gain no ownership in the Platform, its name, logo, trademarks, intellectual property, materials, contents or any it’s part thereof.
ii. Copying or reproducing the Platform, the materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited. You further agree to not to reproduce, duplicate or copy Content (except yours) or Materials from the Platform, and agree to abide by any and all copyright notices and other notices displayed on the Platform. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Platform. Without limiting the foregoing, you agree to not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.
14. Disclaimer of Warranties:
i. You expressly acknowledge and agree that use of the Platform, and our Services is entirely at your own risk and that the Platform and the Service are provided on an "as is" or "as available" basis, without any warranties of any kind. We do not guarantee that you will regularly receive the Products or the Services against the Orders placed by you. All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. To the fullest extent permitted by law, Palpable Ads, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Platform and your use thereof. Palpable Ads makes no warranties or representations about the accuracy or completeness of the Platform's content or the content of any third party Platforms linked to the Platform and assumes no liability or responsibility for any:
(i) Errors, mistakes, or inaccuracies of contents and listings
(ii) Personal injury or property damage, of any nature whatsoever, results from your access to and use of the Platform, performance of your duties under this Agreement, services, contents and listings.
(iii) Any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein,
(iv) Any interruption or cessation of transmission to or from the Platform,
(v) Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party, and/or
(vi) Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, communicated, transmitted, or otherwise made available via the Platform or the Service.
ii. Palpable Ads does not warrant, endorse, guarantee, or assume responsibility for any content advertised or offered by you or any third party through the Platform.
15. Intellectual Property Rights:
Palpable Ads does not permit copyright infringing activities and infringement of intellectual property rights on the Platform, and Palpable Ads may, at its sole discretion, remove any infringing Content if properly notified in accordance with applicable law that such Content infringes upon a third party's intellectual property rights. Palpable Ads may also terminate your access to the Platform if you are found to be a repeat infringer of intellectual property rights. A repeat infringer is a Partner who has received two (2) infringement notices. Except where you have all permission, you must not use any copyrighted content in the Product or the Services for any reason whatsoever. Doing so shall result in immediate termination of this Agreement.
16. Limitation of Liability:
i. In no event shall Palpable Ads, its officers, directors, employees, or agents, be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if Palpable Ads has been advised of the possibility of such damages), resulting from any aspect of your use of the Platform or our Service or your association with us, including without limitation whether the damages arise from use or misuse of the Platform and the Services, or the interruption, suspension, modification, alteration, or termination of the Platform or your association with us. These limitations shall apply to the fullest extent permitted by law.
ii. In no event shall Palpable Ads, its officers, directors, employees, or agents, be liable for direct, indirect, incidental, special, consequential or exemplary damages, resulting from your Services, including any and all damages resulting from the use or misuse of the Platform, your failure to sell the Products and the Services and failure to comply with the applicable laws in connection with your association with us, your business activities, and misplacement or wrong delivery of the Products and the Services due to your negligence.
iii. In no event shall Palpable Ads be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages resulting from without limitation, damages for loss of use, arising out of or in any way connected with the use of Palpable Ads. Neither shall Palpable Ads be responsible for the delay or inability to use/avail the Platform, the provision of or failure to sell the Products and the Services by the Partner or meet the obligations by a Partner, or for any information, whether based on contract, tort, negligence, strict liability or otherwise.
iv. Palpable Ads shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Services that may occur due to technical reasons or for any reason beyond Palpable Ads' control.
v. These limitations, disclaimer of warranties and exclusions apply without regard to whether the damages arise from (a) breach of Agreement, (b) breach of warranty, (c) negligence, or (d) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law.
None of the provisions of this Agreement or any other section or pages of the Platform and/or the Linked Sites shall be deemed to constitute a partnership between a Partner and Palpable Ads recognized under Indian Partnership Act or other laws enforce, and no party shall have any authority to bind Palpable Ads in any manner whatsoever. The Partnership has been only used to represent a person who signs this Agreement and sells our Products and Services further to its clients.
Palpable Ads and its services are non-exclusive, and we shall have the right to enter into similar arrangements with any other third party without the knowledge or consent of the Partner.
19. Indemnification: You agree to indemnify, defend and hold harmless Palpable Ads its officers, directors, employees, or agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by Palpable Ads that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by a Partner pursuant to this Agreement.
i. The Parties agree to hold each other's Confidential Information in strict confidence. The Parties agree not to make each other's Confidential Information available in any form or manner to any third party or to use each other's Confidential Information for any purpose other than as permitted in this Agreement. Each Party's Confidential Information shall remain the sole and exclusive property of that Party. The Parties agree that in the event of use or disclosure by the other Party other than as specifically provided for in this Agreement, the non-disclosing Party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Parties acknowledge and agree that their obligations of confidentiality with respect to Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.
iii. The Parties hereby accepts, admits and acknowledges that in certain circumstance where information as detailed in this section is required by law enforcement agencies, police, court and or investigation agencies within India, it can be disclosed by a Party on the request of such law enforcement agencies, police, court and or investigation agency.
21. Promotion Codes:
You agree that Palpable Ads may generate promotional codes or coupons from time to time which may be availed on the Platform as a discount coupon. Palpable Ads reserves the right to add, alter, modify and withdraw any and all promotion codes without any prior notice. Further, Palpable Ads reserves the right to promote your name or services on the other websites or platforms that it may find appropriate.
i. Without prejudice to the rights and other remedies available to the Parties under this Agreement, the Parties may terminate this Agreement after giving thirty (30) calendar days notice. However, in certain circumstances, Palpable Ads may terminate this Agreement immediately as provided hereinafter.
ii. Without prejudice to the rights and other remedies available to Palpable Ads under this Agreement, or under applicable law, Palpable Ads may limit your activity, either temporarily or indefinitely, and/or suspend or terminate this Agreement and your registration immediately if:
a. You are in breach of this Agreement and/or the documents it incorporates by reference;
b. Palpable Ads is unable to verify or authenticate any information provided by you; or
c. Palpable Ads believes that your actions may infringe on any third party rights or breach any applicable law or otherwise result in any liability for other Users and/or Palpable Ads;
iii. The Partner agrees that Palpable Ads may under certain circumstances and without prior notice, immediately terminate the Partner's registration. Causes for termination may include, but shall not be limited to, breach of this Agreement, requests by enforcement or government agencies, non-payment of charges to Palpable Ads.
vi. Where the Palpable Ads has terminated the Agreement for material breach of the Partner (which includes, for the avoidance of doubt and without limitation, failure to meet your representations, or any breach of its obligations herein), without prejudice to any other rights of Palpable Ads, the Partner shall:
a. Promptly deliver to Palpable Ads, or, if instructed by the Palpable Ads, thoroughly destroy, and permanently erase the Confidential Information, and any other materials relating to the business of Palpable Ads that are in the Partner’s possession or control. The Partner must also use its best efforts to ensure that anyone to whom it has supplied any Confidential Information returns (to the extent technically practicable) such Confidential Information and any copies made thereof. No copies of the foregoing items may be retained by the Partner, except as required by applicable law or by any competent judicial, governmental, supervisory or regulatory body; and
b. Promptly and entirely remove, cancel and/or terminate all access (remote or otherwise) previously granted or made available by the Palpable Ads to the Partner to access any of the Palpable Ads’s systems pursuant to this Agreement.
c. The Palpable Ads shall not be liable to the Partner for any losses, claims, damages, fees, liabilities, costs or expenses suffered or incurred by the Partner resulting from any termination.
d. Under no circumstances shall any Party be liable to the other Party for any indirect or consequential loss (including loss of goodwill, loss of profit, loss of any contract, loss of opportunity, loss of anticipated profits, revenue or costs of capital) as a result of termination of this Agreement or for any other reason.
e. Any expiry or termination of this Agreement shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after expiry or termination of this Agreement.
i. All notices and communications (including those related to changes in the Terms and termination of this Agreement etc.,) shall be in writing, in English and shall deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via email/facsimile (with acknowledgment of complete transmission) to the following address: At legal@Palpableads.com
i. Entire Agreement:
This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. Notwithstanding anything contained in this agreement, the parties agree that any terms of this Agreement may be varied by way of supplementary deed/agreement. Such supplementary agreement/deed shall be effective only if it is in writing and signed by duly authorized representatives of both the Parties.
ii. Heading: The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement, the terms of Service/terms and conditions or the right to use the Platform by a Partner contained herein or any other section or pages of the Platform or any Linked Sites in any manner whatsoever.
iii. Interpretation of Number and Genders: The terms and conditions herein shall apply equally to both the singular and plural form of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine and feminine. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, the terms "herein", "hereof", "hereto", "hereunder" and words of similar import refer to this Agreement as a whole.
iv. Severability If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to be in full force and effect.
The Parties agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within thirty (30) calendar days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof shall be governed dealt in accordance with sub-section vi of this section.
vi. Governing Law
This Agreement including inter alia, the documents incorporated by way of reference, shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts of Pune, MH and the Partner hereby accede to and accept the jurisdiction of such courts.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have set their respective hands to this Agreement on the day, month and the year mentioned herein above.