Terms of use

Aquila-I Solutions Private Limited, hereinafter called “Aquila-I” which expression shall, unless the context admits otherwise, includes its representatives and successors of the FIRST PART.

AND

Other hereinafter called “Partner” which expression shall, unless the context admits otherwise, includes its representatives and successors)of the SECOND PART.

Hereinafter referred to as 'Party' individually and collectively as 'Parties’.

WHEREAS:

Aquila-I is a Cyber Security Threat Management Solution that delivers a single console visibility across the multiple threat vectors for an organization that are available on the internet by customer or fraudster. Aquila-I’s comprehensive solution is easy to Manage tool and comes with Zero touch Integration, the solution helps organizations be better prepared from Cyber Attacks.
End User is desirous of appointing Aquila-I to provide Aquila-I Product and Services in relation to the End User Business and Aquila-I has represented to End User that it has the capability, knowhow, expertise and infrastructure to provide such Product and services.
At the request of End User, Aquila-I has agreed to provide End User with the Aquila-I Product and Services.

NOW, THEREFORE, in consideration of the premises and other mutual covenants and

agreements herein contained, both the Parties hereby mutually covenant and agree as follows:

1. License Grant

Subject to End User compliance with the terms and conditions of this Agreement, Aquila-I grants End User a non-exclusive, non-transferable, irrevocable, limited license to download, install and right to use Product and services for End User use solely in connection with business of the End User strictly in accordance with the terms of this Agreement.

2. Restrictions on Use

End User shall use the Product and Services only for the internal business purposes of End User.
End User shall not itself, or through any affiliate, employee, consultant, contractor, agent or other third party: Including but not limited to-

Sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Product and Services;
Decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Products or Services, in whole or in part, for competitive purposes or otherwise;
Allow access to, provide, divulge or make available the Product and Services to any user other than End User's employees and individual contractors who have a need to such access and who shall be bound by non disclosure obligations that are at least as restrictive as the terms of this Agreement;
Write or develop any derivative works based upon the Product and Services;
Modify, adapt, translate or otherwise make any changes to the Product and Services or any part thereof;
Use the Product and Services to provide processing services to third parties, or otherwise use the same on a service basis;
Disclose or publish, without Aquila-I prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Product and Services;
Otherwise use or copy the same except as expressly permitted herein.

3. Specifications And Scope

Specifications, deliverables and scope in respect of the Aquila-I Product and Services shall be made in accordance with License agreement as mutually agreed between parties.

4. Term And Termination

This Agreement shall be deemed to be effective from the date of execution and shall remain valid for a duration of licence validity untill End User is utilizing the Product and services unless otherwise terminated by either party by giving 30 days written notice.
Either Party may terminate this Agreement upon prior written notice to the other Party:
- Immediately, in the event the other Party becomes insolvent, illegal, files a petition in bankruptcy or makes an assignment for the benefit of its creditors;
- Immediately, if either Party materially breaches its obligations under this Agreement and, if curable, fails to cure the breach within three (3) days after receiving written notice.
- Except in the above mentioned cases or anything related to due payment; termination shall prevail only after serving 2 month prior written notice.
Aquila-I shall have the right at its sole discretion, to terminate this Agreement immediately by providing the End User with as much prior notice as reasonably practicable in the event that:
Third Party including but not limited to Cloud server, service provider, Vendor, Partner etc upon which the provision of Aquila-I Product and Services hereunder is dependent terminates or amends its provision of Product and services to Aquila-I; or
Any change in all applicable foreign, federal, state, and local laws, rules and regulations as they may be amended from time to time, which makes the rendering of Aquila-I Product and Services illegal or contrary to a law, regulation or the Code of Conduct, or prohibitively difficult or expensive for Aquila-I, in the sole discretion of Aquila-I.
Aquila-I is obliged or advised to comply with an order, instruction, directive or the request of a governmental or other relevant state authority or country or anything which necessitates that it does so, in the judgment of Aquila-I;
Aquila-I has reason to believe that the End User is in breach of any of its obligations under this Agreement, subject to any payment due to Aquila-I hereunder is not paid after the due date for payment
Upon termination of service, Aquila-I shall retain data for 30 calendar days, after a duration of 30 days data will be permanently and irrevocably deleted from Aquila-I.

5. Obligations Of The End User

End User represents and warrants to Aquila-I that:
It has the power and authority to enter into this Agreement and to perform its obligations hereunder;
It is under no contractual or other legal obligation, which shall in any way interfere with its full, prompt and complete performance of its obligations hereunder;
None of the End User Content, the End User Product and Services or the provision of the Aquila-I Product and Services contravenes any applicable law, regulation or code;
It will not use Aquila-I Product and Services in a way which is fraudulent, unlawful or unauthorized or illegal or opposed by law.
End User shall be solely responsible for obtaining, installing, operating and maintaining, at its expense, all equipment, facilities, software, and other arrangements necessary for interconnecting its terminal equipment or communications system with Aquila-I.
End User shall confirm to the Protocol Specification for the relevant Product and Services Interface as provided to End User by Aquila-I.
End Users shall supply complete and accurate instructions and information to Aquila-I, sufficient for the performance of the Aquila-I Product and Services, in accordance with such timescales as Aquila-I may reasonably require.
End User shall provide all reasonable assistance to Aquila-I, including providing copies of relevant documentation, books and records, in connection with End User or Aquila-I compliance with any requirements or conditions which are at any time imposed by any law and/or governmental or other relevant state authority and which are applicable to or affect the End User Product and Services, End User Content and/or Aquila-I Product and Services.
End User shall provide any governmental or other relevant state authority or Aquila-I (free of any charge) with such information or material relating to the End User Product and Services or a future End User Product and Services as any Governmental Body may reasonably request in order to carry out any investigation in connection with (i) the End User Product and Services or (ii) End User’s relationship with Aquila-I or with a Third Party Provider.
End User shall be solely responsible for its Third Party Providers and subcontractors and their compliance with the terms of this Agreement. End User agrees that Aquila-I shall not be responsible for making any payments to any Third Party Provider or End User subcontractor.
End User acknowledges that Aquila-I shall have the right of verification of End User and cooperation shall be extended to Aquila-I for conducting the verification in respect to the subject matter of this Agreement.

6. Support, System, Maintenance

Unless otherwise provided; Warranty, Support, Maintenance shall be available till the licensing period.
Aquila-I shall use commercially reasonable efforts to make its appropriate technical personnel available from 9:30am to 6:30pm Indian Standard Time (IST) Monday-Friday (Excluding public holidays) preferably through Email support to the End User in order to assist the latter as needed to resolve any problem within the targeted resolution period.
Generally, Aquila-I shall provide Support to the End User without charging anything for any bugs or reported issues. However in case of, including but not limited to any enhancement or feature plugins Aquila-I shall charge for the same.
All problems reported shall be in English unless otherwise agreed to in writing by the Parties.
Aquila-I shall notify End User of scheduled maintenance of the Aquila-I Platforms. Aquila-I will use commercially reasonable efforts to notify End Users of scheduled downtime outside its maintenance windows.

7. Confidentiality

Confidential Information The term “Confidential Information” as used in this Agreement shall mean any data or information or Software code or Product code or data base that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following:

Processes, methods of preparation, test data, conducted in Aquila-I or by/through collaborative/venture efforts, inclusive of any and all improvements/modifications, alterations substantial or otherwise etc., that may have been affected by the said Confidential Information by Aquila-I.
Business plans, strategies, methods and/or practices.
Products, customers, marketing strategies,Product and services or future business plans.
Each Party agrees to protect Confidential Information of the other with the same standard of care and procedures used by each to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care.
Exclusions: The receiving Party shall be relieved of this obligation of confidentiality to the extent any such information: (a) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving Party; (b) which is trivial or obvious; (c) which the receiving Party can prove, was known to it, without restriction, at the time of disclosure; (d) is disclosed by the receiving Party with the prior written approval of the disclosing Party; (e) the receiving Party can prove was independently known by the receiving Party without any use of the disclosing Party's Confidential Information and by employees or other agents of the receiving Party who have not had access to any of the disclosing Party's Confidential Information; (f)becomes known to the receiving Party, without restriction, from a source other than the disclosing Party without breach of any confidentiality agreement by the receiving Party and otherwise not in violation of the disclosing Party's rights.
Either Party may disclose the terms and conditions of this Agreement:(a)as required by any court or other governmental body; (b) as otherwise required by law; (c) to legal counsel of the Parties who have an obligation of confidentiality towards the receiving party; (d) in confidence, to accountants, banks, proposed investors or alliance partners, and financing sources and their advisors who have an obligation of confidentiality towards the receiving party ; (e) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement;
End User acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any confidential information / materials and that Aquila-I shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
End User In order to obtain Product and services from Aquila-I share several information including but not limited, End User details, business information, data, tracking of user location, or any such confidential information without which it would have been impractical to provide Aquila-I Product and services. Aquila-I being a law abiding company applies all reasonable care & security checks to protect such information. But in case of any such breach which is beyond the control of Aquila-I then Aquila-I can't be sued, neither any legal action can be taken against them nor shall be liable to pay any unliquidated expenses.
This Clause shall survive for 2 years after the termination of this Agreement. Notwithstanding anything contained herein, crucial confidential information shared by Aquila-I shall survive an indefinite period beyond the termination of this Agreement.

8. Privacy Policy

Aquila-I shall use the information that is obtained from End User in accordance with the applicable legislation and regulations concerning privacy and protection of personal data.
To the fullest extent permitted by law, Aquila-I disclaims liability in the event of the unauthorized access to or misappropriation of End User personal information or private communications by third parties.
Aquila-I will process the aforementioned data solely as the processor under the orders and instructions of the End User, and shall implement suitable technical and organizational measures in order to protect said data against loss or against any form of unlawful processing.
End User shall ensure that its collection, access, use and disclosure of EndUser information comply with all applicable foreign, federal, state, and local laws, rules and regulations as they may be amended from time to time.
End User shall at all times perform its obligations hereunder and make the End User Product and Services and End User Content available in compliance with and in such a manner as not to cause Aquila-I to be in material violation of any applicable laws or regulations, including any Privacy Laws.

9. Notices

Any notice or other communication required or permitted to be given under this Agreement shall be given (i) in writing and delivered in person or by recognized courier service at its registered address; (ii) sent via electronic mail on a registered email address.

10. Consequences Of Termination

If this Agreement is terminated pursuant to Clause 1 above:

Aquila-I shall immediately suspend rendering the Aquila-I Product and Services to the End User, in the event the Agreement is terminated pursuant to a breach of law.
End User shall settle all amounts specified in unpaid valid invoices within fifteen (15) business days from the date of termination of this Agreement.
Termination or expiry of this Agreement does not affect the rights, liabilities or obligations of any Party, which have arisen on or before termination or which are expressly or impliedly to survive termination or expiry or the right to claim damages for breach of this Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India and the parties hereto submit to the exclusive jurisdiction of Mumbai (Maharashtra) courts.

12. Arbitration

Any dispute or difference arising between the parties hereto in respect of any aspect of this Agreement shall be first settled mutually by negotiations. In case no settlement is reached, it shall be referred to a Sole Arbitrator appointed by Aquila-I. The arbitration proceedings shall be conducted and governed by Arbitration and Conciliation Act, 1996. Arbitration shall be in English and the place of Arbitration shall be Mumbai (Maharashtra). The Award made by the Arbitral Tribunal shall become final and binding upon the parties.

13. Warranties / Disclaimers

Each Party represents and warrants to the other Party that:
- It has the full corporate right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
- Its execution of this Agreement and performance hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and
- When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
End User represents and covenants that neither End User nor any Third Party Provider will access or use the Aquila-I Product and Services, except in accordance with this Agreement, and that the End User Product and Services and End User Content will comply with the requirements of this Agreement.
Notwithstanding anything herein to the contrary, Aquila-I expressly disclaims, and End User acknowledges and agrees that Aquila-I shall have no responsibility or any liability of any kind which are not in Aquila-I control.
Notwithstanding anything else in this Agreement, Aquila-I entire liability and End User sole and exclusive remedy for nonperformance of the Aquila-I Services shall be a 50% refund/credit of Cost of license and the termination of this Agreement. However refund/credit should be allowed only after a due diligence audit conducted by Aquila-I. End User shall mandatorily maintain and have including but not limited to proper books of account, reports, data, information.
Except for the express warranties set out, Aquila-I disclaims any and all warranties concerning Aquila-I Product and Services, Aquila-I technology, and/or platform, whether express or implied, or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, noninfringement, quiet enjoyment, satisfactory quality, or accuracy. Without limiting the foregoing, Aquila-I does not warrant that the Aquila-I Product and Services will be uninterrupted or error free, and Aquila-I expressly disclaims:
- Any liability for any special, incidental, indirect,exemplary or punitive or consequential damages whatsoever, including, but not limited to, damages for: loss of profits or revenues, loss of confidential or other information, business interruption, personal injury, loss of privacy, corruption or loss of data, hacking, security breach, failure to transmit or receive data or any other pecuniary loss whatsoever arising out of or in any way related to the use of or inability to use the Aquila-I Product and Services or otherwise in connection with any provision of this Agreement;
- Any liability resulting from any Third Party.
- Any liability in respect of any End User Content, data , Information or instructions supplied by End User that are incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or nonarrival, or any other act or omission of the End User or any of its EndUsers.

“AS IS”; NO WARRANTY
- Product and Service provided by Aquila-I “as is,” with no warranties whatsoever.
- Aquila-I expressly disclaims to the fullest extent permitted by law, all express, implied, and statutory warranties, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
- Product and Service is inherently complex, and may not be free of errors.
- Product and Service provided with all faults and the entire risk as to satisfactory quality, performance, accuracy and effort is with the End User. Aquila-I disclaims any warranties regarding the security, reliability, timeliness and performance of the service.
- End User understands and agrees that End User uses the Product and Service at their own discretion and risk and that End User will be solely responsible for any damages to the computer system or loss of data or information that results from the use of the End User.

14. Damages Cap

Notwithstanding anything else in this Agreement, Aquila-I entire liability and End User sole and exclusive remedy for nonperformance of the Aquila-I Services shall be a 50% refund/credit of Cost of Product and Service or Monthly Service Fees whichever is lower and the termination of this Agreement.

However refund/credit should be allowed only after a due diligence audit conducted by Aquila-I. End User shall mandatorily maintain including but not limited to proper books of account, reports, data, information.

15. Indemnity

End User, at its own expense, shall indemnify, defend, and hold harmless Aquila-I, its affiliates, and their respective employees, officers, directors, representatives and agents, from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys’ and professionals’ fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by a Third Party arising out of or relating to:
- Any breach by End User of this Agreement; Breach of any Third Party Intellectual Property Rights;
- Any End User Service, End User Content or other materials or services provided by End User or its Third Party Providers under this Agreement, or
- An allegation that the End User Content violates any law, regulation or code.
Notwithstanding the foregoing, Aquila-I may, in its sole discretion employ separate legal counsel and participate in the defense of any End User Covered Claim, and the End User shall indemnify all reasonable costs incurred to Aquila-I in such defense (such as reasonable attorney and third party fees and, to the extent permitted by law, fines and penalties etc.). End User agrees to fully cooperate with Aquila-I where required for the defense of any End User Covered Claim.
Cumulative Remedies Except as otherwise expressly provided, all remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either Party.

16. Force Majeure

Either Party’s performance of any part of this Agreement, other than payment obligations, shall be excused to the extent that it is hindered, delayed or otherwise made impractical by the acts or omissions of the other Party or Vendor or any Service Operator, Cloud Server, Service Provider, flood, fire, earthquake, strike, stoppage of work, or riot, failure or diminishment of power or of telecommunications or data networks or Product and services not under the control of a Party, governmental or military acts or orders or restrictions, terrorist attack; or or act of God, any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that Party and not caused by the negligence of the non performing Party (collectively referred to as “Force Majeure” below).
If any Force Majeure condition(s) occur(s), the non performing Party shall make reasonable efforts to notify the other Party of the nature of any such condition and the extent of the delay, and shall make reasonable, good faith efforts to resume performance as soon as possible.

17. Assignment

This Agreement is personal to the Parties hereto and shall not be assigned or transferred by either Party without the prior written consent of the other Party. However, either Party may assign this Agreement without consent to any affiliated entity or successor whether by merger, reorganization or transfer of all or substantially all of its assets or otherwise; provided that the assigning party notifies the other Party of such assignment in writing and that the affiliated entity or successor effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement. There would be no requirement of a new agreement with End User for the Product and services provided by Aquila-I under this Agreement.

18. Entire Agreement

This Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, representations and understandings between the Parties regarding the subject matter hereof.

19. Waivers

No waiver of any provision of this Agreement by either Party shall be effective unless made in writing and signed by both parties. The waiver of either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

20. Invalidity

In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. Further, if any provision of this Agreement, for any reason, is determined by a court of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law.

21. Relationship Of The Parties

The relationship of the Parties established by this Agreement is that of Independent Contractor, and this Agreement does not create any partnership, agency, employment, partnership or joint venture relationship between the Parties. Each Party acknowledges and agrees that the business relationship and the activities contemplated by this Agreement are nonexclusive and that nothing in this Agreement prohibits either Party from participating with Third Parties in similar business arrangements as those described herein.

22. No Solicitation of Employees

End User agrees that it will not, for a period of 2 (two) years from the date of this Agreement, initiate contact with the Aquila-I Employees in order to solicit, entice or induce any Employee of the Aquila-I to terminate an employment relationship with the Aquila-I to accept employment with the End User.

23. Amendment

This Agreement may be amended, changed, added, modified or altered only by a written agreement signed by Authorized Signatory from Aquila-I, but by giving prior written information to the End User.

24. Severability

Both Parties acknowledge that if any provision of this Agreement is unenforceable in any respect, such unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such unenforceable provision had never been contained herein.

25. Mitigation

Without prejudice to any express clauses of this Agreement on any mitigation obligations of the Parties, both parties at all times take all reasonable steps to minimize and mitigate any loss for which the either party is entitled to bring a claim against the other Party pursuant to this Agreement.

26. Ownership & Intellectual Property rights

Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trade secrets, inventions, copyrights, and other intellectual property. IPR of parties shall remain their own and this Agreement shall not affect their ownership in any way unless mutually in writing.
Neither party shall remove or misuse or modify any copyright, trade mark or any other proprietary right of the other party which is known by virtue of this agreement in any circumstances.
End User shall be responsible for obtaining the legitimate copyrights/ intellectual property Rights of the Product and services provided as part of the Product and Services agreed upon under this Agreement.
End User shall indemnify Aquila-I against any liability, damage, fine, penalty, costs or any other consequential loss on account of violation of the copyright/ intellectual Property rights of any third party by the End User.
Product is licensed, not sold, to End User for use pursuant to the terms of this Agreement.
End User acknowledges that Aquila-I own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Product and Services, portions thereof, or any information or material provided through or in conjunction with the Product and Services.
End User rights to use the Software shall be limited to those expressly granted in this Agreement. All rights not expressly granted to End User are reserved by Aquila-I.

27. Mutual Cooperation

By signing this Agreement, the Parties acknowledge that problems and difficulties may arise from time to time. This being the case, the Parties agree to work together in a spirit of mutual cooperation to resolve and to use all reasonable endeavors to achieve a fair and equitable solution to any such problems and difficulties as may arise. Aquila-I is entitled to use the End User name in its End User list, brochures, advertisements, booklets, company or its product website or application or branding in any means.
End User shall provide Aquila-I with good faith cooperation and access to such information, facilities, personnel and equipment as may be reasonably required by Aquila-I in order to provide the Product and Services, including, but not limited to, providing security access, information,location access and software interfaces to End User's applications, and End User personnel, as may be reasonably requested by Aquila-I from time to time.
End User acknowledges and agrees that Aquila-I's performance is dependent upon the timely and effective satisfaction of End User's responsibilities hereunder and timely decisions and approvals of End User in connection with the Services.
Aquila-I shall be entitled to rely on all decisions, information and approvals of End User.
End User will follow the instructions and reasonable policies established by Aquila-I from time to time and communicate to the End User.

28. Construction

This Agreement has been negotiated by the parties and their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any party. Any ambiguity will not be interpreted against the drafting party.

29. Acknowledgement

Parties acknowledge that they have been provided with the opportunity to negotiate this agreement, and had the sufficient opportunity to seek legal counsel before signing this agreement, and that the restrictions imposed are fair and necessary for Aquila-I business interests.
Finally, Parties agree that these restrictions are reasonable and do not constitute a threat to their livelihood, nor does it violate any provision of restriction of trade under any Indian Law. End User further confirms that End User has read this Agreement and accepts and agrees to be bound by its terms with Free consent.