This Scaleforge Service-Level Agreement is between the entity you represent, or, if you do not designate an entity in connection with a service purchase or renewal, you individually (“you” or “your”), and Sahko Consultants LLP (“Scaleforge”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Online Services Terms, the SLAs, and the Offer Details for your service purchase or renewal (together, the “agreement”). It is effective on the date we provide you with confirmation of your service or the date on which your service is renewed, as applicable. Key terms are defined in Section 8.

1. Use of Online Services.

a. Right to use. We grant you the right to use the digital digital assets and assets (emails, marketing content, etc) that we provide you. 

b. Acceptable use. You may use the digital assets only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the digital asset, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the digital asset, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms.

c. End Users. End user is the recipient of your marketing communication. You control access by End Users, and you are responsible for their use of the digital asset in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.

d. End User Data. You are solely responsible for the content of all End User Data. Scaleforge may use third party softwares and service providers to render its services. Scaleforge may have to collect, store, use, and destroy or delete End User Data to successfully render its services to you. You agree to imndenify Scaleforge against all damages and/or losses in any/all cases.

e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.

f. Preview releases. We may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLAs and all limited warranties provided in this agreement. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.

g. Shared Directory Data. When you order an Online Service using an email address with a domain provided by an organization you are affiliated with (e.g. an employer or school), the Online Service adds you to a directory of users that share the same email domain. Your directory data (name, date of signup, and email address) may be visible to other users of Online Services within your organization’s email domain.

2. Purchasing services.

a. Available Subscription offers. The Portal provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following:

(i) Commitment Offering. You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use. 

b. Ordering.

(i) By ordering or renewing a Services Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an “as available” basis. 

(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity.

c. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription.

(i) For Commitment Offerings, the price level may be based on the quantity of Online Services you ordered. Some offers may permit you to modify the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Online Services will not be increased, as to your Subscription, from those posted in the Portal at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details, or for Previews or Non-Scaleforge digital assets. All prices are subject to change at the beginning of any Subscription renewal.

(ii) For Consumption Offerings, pricing is subject to change at any time upon notice.

d. Renewal.

(i) Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.

(ii) For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.

e. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. 

If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

3. Term, termination, and suspension.

a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

b. Subscription termination. You may terminate a Service Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective. In any case, no refunds will be provided.

(i) One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee. There will be no refunds.

(ii)Subscriptions of more than one-month. If you terminate a Subscription to Scaleforge Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to Scaleforge Online Services at any other time during the term, you must pay for the remainder of the Term, and no refunds will be provided.

c. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unlawful activity; (2) you fail to respond to a claim of alleged infringement within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement.

4. Warranties.

We provide no warranties, whether express, implied, statutory, or otherwise. These disclaimers will apply except to the extent applicable law does not permit them.

5. Indemnity

You agree continuously to indemnify us against all losses (including consequential losses), taxes, expenses, damages, charges, receipts, demands and expenses of any nature and on any account and liabilities present, future, contingent or otherwise and including legal fees on a full indemnity basis in all cases.

6. Miscellaneous.

a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Scaleforge must be sent to the following address:

Scaleforge

Sahko Consultants LLP

T4-1001, Assotech Business Crestera

Sector-135, Noida

Uttar Pradesh – 201301

Notices to you will be sent to the address that you identify on your account as your contact for notices. Scaleforge may send notices and other information to you by email or other electronic form.

b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Scaleforge’s consent.

c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

e. No agency. This agreement does not create an agency, partnership, or joint venture.

f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

g. Applicable law and venue.This Agreement will be governed by and construed in accordance with the laws of India. Any issue or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in accordance with the Indian Arbitration Act, 1996. The language of the arbitration shall be English, and the venue of the arbitration shall be Gautam Budhh Nagar. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in India or elsewhere. The courts of Gautam Budhh Nagar shall have exclusive jurisdiction to entertain any suits relating to enforcement of the award and/or for award of any interim protection. To the fullest extent permitted by applicable law, the parties waive their right to any form of appeal or other similar recourse to a court of law. This choice of venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

h. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.

i. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.

j.Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

k. Government customers.Government customers should consult with Scaleforge prior to acceptance. By accepting this agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.