Terms and Conditions

1.1 Services

Subject to these Terms and Conditions (the "Terms" or "Agreement"), Cubesite shall provide Customer and Customer's Authorized Users access to the Platform, so that Customer can audit freight invoices, detect billing errors, manage carrier rate cards, resolve disputes, and analyse logistics costs, in accordance with the terms of any applicable Order Form or Master Services Agreement (collectively, the "Services").

1.2 Platform

Cubesite grants to the Customer and its "Authorized Users" (who are all users, including but not limited to Customer or Customer's employees, contractors and agents, authorized by Customer to access the Platform for accessing the Services pursuant only to this Agreement and the attached Order Form in accordance with the terms and conditions of this Agreement) a limited, non-perpetual, non-exclusive, worldwide, non-sublicensable, non-transferable, non-assignable, revocable right to access the Platform, for its internal business purposes during the term of any underlying Order Forms, and to use the Platform and associated deliverables as described in this Agreement. By accessing Cubesite's Platform and Services, Customer, on its and its Authorized Users' behalf, agrees to be bound by Cubesite's Privacy Policy.

1.3 Ownership of Platform

Except as otherwise expressly provided in this Agreement, as between the Parties:

1.4 Authorization Limitations and Restrictions

Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, directly or indirectly, and will not permit or authorize third-parties or Authorized Users to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, mine data from Cubesite's systems, ideas or algorithms of the Platform, documentation or data related to the Service; modify, translate, or create derivative works based on the Platform; (ii) input, upload, transmit or otherwise provide to or through the Platform or Services any information or materials that Customer knows to be unlawful or injurious, or contain, transmit or activate any harmful code; (iii) rent, lease, or otherwise permit third-parties to use the Platform; (iv) use the Services to provide services to any unauthorized third-parties; (v) circumvent or disable any security or other technological features or measures of the Service or Platform; and (vi) remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or remove any proprietary notices or labels including any copy thereof.

2.1 Customer Liability

Customer is liable for the failure of it or any of its Authorized Users for any violation of the provisions in this Section 2.1, including any person who obtains any username, identification number, password, licence or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Platform and Services ("Access Credentials") of an Authorized User. Customer agrees to defend, indemnify, and hold Cubesite and its affiliates and their employees, directors, officers, contractors and agents harmless from any and all losses resulting from or in connection with a violation of this Section 2.1 by it, its Authorized Users or any persons who gain access to the Access Credentials of its Authorized Users.

2.2 Warranties and Representations

Customer represents, covenants, and warrants that Customer will not directly or indirectly: (i) use the Services other than in compliance with all applicable laws and regulations; (ii) copy, modify or create derivative works or improvements of the Platform or Services; (iii) use the Platform and/or Services to communicate any message or material that is harassing, libellous, threatening, obscene or would violate the intellectual property right or privacy right of any person or is otherwise unlawful; (iv) use the Platform and/or Services in a manner that constitutes or encourages conduct that could constitute a criminal offence or could result in a civil action under any applicable law or regulation; (v) access or use the Platform and/or Services for purposes of competitive analysis of the Services or for the development, provision or use of a competing software service or product or any other purpose that is to Cubesite's detriment or commercial disadvantage; (vi) take any action that will disparage Cubesite or harm Cubesite's business and reputation; or (vii) use the Platform to store or transmit Customer Data in violation of applicable laws and regulations. Breach of these warranties and representations will be considered a material breach of the Agreement.

2.3 Non-Solicitation of Employees and Contractors

During the term of the applicable Order Form and for twelve (12) months thereafter, each Party agrees that it will not, without the prior written permission of the other Party, directly or indirectly solicit or participate in the solicitation of the other Party's employees or contractors for the Party's own benefit or for the benefit of another person or entity.

3.1 Confidential Information

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). "Confidential Information" means any information disclosed by one Party to the other Party or accessed by the other under this Agreement which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any failure to so identify them, all technology or proprietary information underlying the Platform and the Services will be deemed Confidential Information of Cubesite, and the Customer Data and the existence of this Agreement will be deemed Confidential Information of Customer.

The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The foregoing shall not apply with respect to any information that the Receiving Party can document becomes generally available to the public, was in its possession or known by it prior to receipt from the Disclosing Party, was rightfully disclosed to it without restriction by a third party, was independently developed without use of any Confidential Information of the Disclosing Party, or is required to be disclosed by law.

3.2 Ownership of Customer Data

As between Customer and Cubesite, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all intellectual property rights relating thereto, subject to the rights and permissions granted under this Agreement. For the term of this Agreement, Customer grants to Cubesite a limited, non-transferable, non-exclusive, royalty-free licence to use, reproduce, electronically distribute, transmit, perform, display, store, archive, and make derivative works of Customer Data solely to provide, maintain, support and improve the Platform and Services.

3.3 Ownership of Services and Platform

Cubesite shall own and retain all right, title and interest in and to the Services and Platform, all improvements, enhancements or modifications thereto, (a) any software, applications, inventions or other technology developed in connection with Services or support, and (b) all intellectual property rights (meaning all rights granted, applied for or otherwise now or hereafter in existence under or related to any patents, copyright, trademark, trade secret, database protection or other intellectual property rights laws) related to any of the foregoing.

3.4 Use of Customer's Name and Likeness

Cubesite shall have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services and Platform for internal business purposes and to disclose such data in aggregate de-identified form in connection with its business. Cubesite shall have the right to use the Customer's name and logo to identify them as a Cubesite customer during the term of this Agreement. Customer may withdraw consent to this clause by sending an email to hello@cubesite.ai.

5.1 Term of Agreement

Subject to earlier termination as provided below and the applicable Order Form, the initial term of this Agreement commences as of the Effective Date and will continue in effect until one (1) year after such date, and shall renew for successive one (1) year terms unless either party requests termination as provided under this Agreement.

5.2 Termination of Agreement

In addition to any other remedies it may have, either party may terminate this Agreement by (a) giving thirty (30) days' notice if a party materially breaches any of the terms or conditions of the Agreement and such breach remains uncured for a period of thirty (30) days after receipt of notice or (b) if the other Party makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they come due, or voluntarily or involuntarily becomes the subject of a bankruptcy or reorganisation proceeding. All sections of this Agreement which by their nature should survive termination will survive termination, including without limitation accrued rights to payment, confidentiality obligations, warranty disclaimers, non-solicitation, and limitations of liability.

6.1 Services Maintenance

Cubesite shall maintain the Services and Platform in a manner which minimizes errors and interruptions. The Services will be provided in a professional and workmanlike manner. The Services or Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Cubesite's reasonable control, but Cubesite shall use reasonable efforts to provide advance notice of any scheduled service disruption.

However, Cubesite does not warrant that the Services or Platform will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of the Services or Platform. Except as expressly set forth in this section, the Services and the Platform are provided "as is" and Cubesite disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose and non-infringement, and all warranties arising from course of dealing, usage or trade practice. Without limiting the foregoing, Cubesite makes no warranty of any kind that the Platform and any Services or results of the use thereof will meet Customer's requirements, operate without interruption, achieve any intended result, or be secure, accurate, complete, free of harmful code or error-free.

6.2 Indemnification

Each Party hereby agrees to defend, indemnify, and hold harmless the other Party from and against any and all third-party claims, demands, damages, expenses, and liabilities (including any related losses, costs, expenses, and attorney fees) of whatever nature resulting from or arising in connection with such Party's performance under this Agreement or any breach by such Party of any of such Party's covenants contained in this Agreement or any acts or omissions of such Party. This indemnification obligation will survive any termination of this Agreement.

7.1 Limitations

Notwithstanding anything to the contrary, except for bodily injury of a person or gross negligence, wilful misconduct, or violations of Section 3 (Confidentiality; Proprietary Rights), a Party and its suppliers, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory for (a) error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) loss of production, use, business, revenue or profit or diminution in value; (c) any indirect, exemplary, incidental, special, consequential, enhanced or punitive damages; regardless of whether or not a Party has been advised of the possibility of such damages.

7.2 Cap on Monetary Liability

Except as otherwise provided in Section 7.3, in no event will the aggregate liability of either Party under or in connection with this Agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed one times (1x) the aggregate amount of fees paid or to be paid by Customer to Cubesite for Services provided under this Agreement in the three (3) month period preceding the event giving rise to liability.

7.3 Exclusions

The exclusions and limitations in Section 7.1 and Section 7.2 do not apply to (i) a Party's breach of its confidentiality obligations under Section 3, or (ii) any liability for a Party's fraud, gross negligence, or wilful misconduct.

9.1 Complete Agreement

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either Party except with the other Party's prior written consent, except in connection with an assignment to a Party's parent, wholly-owned subsidiary, or a successor to all or substantially all of its assets. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Cubesite may amend this Agreement from time to time and will notify Customer not less than ten (10) days prior to the effective date of any amendments. Customer's continued use of the Services following the effective date of any such amendments may be relied upon by Cubesite as Customer's acceptance of any such amendment.

9.2 Force Majeure

Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, pandemic, acts of civil or military authorities, riots or civil disobedience, wars, or strikes (each, a "Force Majeure Event"), such Party's performance will be excused and the time for performance will be extended accordingly, provided that the Party affected immediately notifies the other Party and immediately takes all reasonably necessary steps to resume full performance.

9.3 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka.

9.4 Dispute Resolution

Prior to the filing of any suit with respect to a dispute of any nature between the Parties, the Party believing itself aggrieved (the "Invoking Party") will call for progressive management involvement in the dispute negotiation by giving written notice to the other Party. The Parties will use best efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times, between their negotiators at the director and executive management levels. If the dispute cannot be resolved within thirty (30) days of such written notice, any controversy or claim arising out of or relating to this Agreement shall be settled by mandatory and binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.