Terms & Conditions of Service
These terms of use ("Terms") are a binding contract between the Partner and Relinns Technologies ("we", ”Relinns”, "us", “Company”), registered office at D-151, Phase 8, Industrial Area, Mohali, Punjab. By subscribing and accessing the below terms, the partner agrees to these terms on behalf of yourself as an individual user, or on behalf of the organization you represent ("partner", "you") in case you do not agree to any of the terms listed below, you may refrain from using (or accessing) the platform and related services.
“Relinns” and “Partner” shall individually be referred to as a “Party” and together as “Parties”.
WHEREAS Relinns provides a subscription to its Service, the partner desires to subscribe to the Service, and this business relationship and the allocation of responsibilities regarding such Service are set forth in this Agreement. Relinns retains the right to revise these General Terms and Conditions and any other relevant provisions, with prior notification to the partner. The parties agree as follows:
NOW THEREFORE the Parties intending to be legally bound, hereby agree as follows:
Definitions
Unless otherwise defined in the Agreement, the following terms when capitalized shall have the meaning set out as follows:
A. “Agreement” means this Partnership Agreement, as originally entered into between the Parties herein, duly executed and delivered and shall include any and all attached Exhibit(s)/Schedule(s)/Annexure(s) and all instruments supplemental to or in amendment or confirmation of this Agreement and shall also include any renewal, entered into by the Parties in writing in terms of this Agreement;
B. “Business Day or Working Day” means a day that is not a Saturday or Sunday or any other day which is not a public holiday in the place where an act is to be performed or a payment is to be made;
C. “Partner Branding” means the Partner’s content, materials, and trademarks which include without limitation the Partner’s brand name, trade names, and service marks;
D. “BotPenguin” means a SAAS application developed, ownership of which rests with by Relinns and covered under the Proposal and is one of the products provided by Relinns
E. “Intellectual Property Rights” shall mean any and all rights, title and interest in and to any and all ideas, discoveries, inventions, creations, works and know-how including, without limitation, patents, trademarks, service marks, designs, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in India and in any other country belonging to either Party.
F. “Material” shall mean any and all information and materials, relating to a Party’s business, business processes and methods of doing business, given to the other Party from time to time for review, data processing, or for any other reason, and all copies thereof regardless of form or storage medium, including, but not limited to, documentation, notes, formulae, components, drawings, data, flow-charts, plans, specifications, techniques, processes, algorithms, inventions, prototypes, protocols, patent portfolio, pre-clinical and clinical studies, contracts, marketing and other financial and business plans, and includes, without limitation, all confidential and proprietary information which is at any time so designated a Party by the other Party, either in writing or orally.
G. “Scope of Work” or “Services” shall mean the scope of Partner’s subscription plan for use the Services as described in the proposal.
H. “Affiliates” shall refer to individuals, or organizations related to the organization in context (either Relinns or the partner) by a relationship of agency, consultant, parent entity, subsidiary, sister concern (defined as an entity having the same parent entity as itself), partner, or any other strategic business relationship.
I. “Authorized Person (s)” shall refer to the person(s) authorized by the partner to manage, oversee, and administrate operations using Relinns’s Service. Such persons’ details must be captured in Relinns’s software.
J. “Confidential Information” means any information, maintained in confidence by a Party, and which is marked as such to be confidential or proprietary information of a Party. Relinn’s Documentation, product development and marketing plans and/or related to the business, business methods, non-public information and personnel data are confidential information of Relinns.
K. “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Relinns to Partner regarding the
use or operation of the Services. It also refer to the documentation provided by Relinns for the specific purpose of learning to use Relinns’s Service.
L. “End User or Customer” means a customer subscribing to the Services and who purchases Services hereunder, through the Partner.
M. “BotPenguin Terms” means Relinns’s terms and conditions governing its customers’ access and use of the product and its associated software as a service, as maintained and updated from time to time by Relinns as mentioned on the website - https://botpenguin.com/terms-and-conditions
N. “Partner Success Team” shall refer to the team from Relinns responsible for advising, and assisting partner’s usage of Relinns’s Service, and resolving any queries they may have during such usage.
O. “Service or Relinns’s Service” shall refer to the BotPenguin software as a service (SaaS) offered by the Relinns to its clients.
P. “Message” refers to the text or multimedia content generated by the chatbot or the live agent in response to the input provided by the user. For the purpose of counting, each written piece of information includes any text, images, videos, or other media elements., regardless of its content length, shall be considered as one message.
Q. “Conversation” refers to a window of 24 hours within which users and chatbots can exchange any number of messages. Refer to the link for a more detailed definition as per the WhatsApp platform Link
R. “Partner” means the person or entity that is receiving the services offered by Relinns under this Agreement.
S. “Partner Panel” shall mean a centralized administrative platform provided to the Partner to access various features, allowing the Partner to set up and administer its End Users and their accounts, Monitor End Users, Subscription Activities, and Feature Customization depending on the subscription plan chosen.
T. “Partner Terms” shall mean terms of services between the Partner and the End User.
U. “User Submissions” means all content that the Partner and/or End User and/or a Platform User post, upload, share, store, or otherwise provide through the Services, including any chatbots, customer creation, communication, documents, layouts, pictures, video, audio materials, graphics, document or data files, information relating to natural and other persons, personal data or other similar term, messages, e-mail, and other communications, files, texts, fonts, opinions, ideas, personalization settings and other information and/or content in whatever form.
V. “Third-Party Providers” shall mean platforms such as WhatsApp, Facebook, Customer Relationship Management (CRM) applications or any other applications that are not the platforms & tools of Relinns but have functionality or usage in the services/products of Relinns.
1. Grant of License
1.1 Relinns provides the Partner with a revocable, non-exclusive, non-transferable, and non-sub-licensable right to use the Services during the term of this Agreement. This usage is subject to the terms and conditions outlined in this Agreement and in compliance with the Service Level Terms marked as Exhibit A and Support Terms marked as Exhibit B in this Agreement.
1.2 Relinns only grants to Partner (i) the licenses as specified in clause 1.1, and does not transfer any other right, title, or interest of the Services to the Partner and (ii) access of the Partner Partner Panel for the limited purpose of enabling the Services to its End Users and Relinns reserves the right to monitor and act as a super administrator for the purpose of support, issue resolution, platform level upgrades, general upkeep and changes and for monitoring the utilization of the platform and maintaining security and procedures in compliance with applicable law.
1.3 The Partner hereby represents, warrants, and undertakes that, except as expressly permitted by this Agreement or authorized in writing by Relinns, the Partner,its affiliates and its End Users will not engage in the following activities:
(a) Reverse engineer, disassemble, decompile, or attempt to obtain the underlying source code or other elements of the Services, except to the extent allowed by applicable law.
(b) Copy, modify, translate, convert, or create derivative works from the Services or any part thereof, including any adaptation, transcription, or merged portion, without the prior written consent of Relinns.
(c) Remove any copyright, proprietary, or similar notices from the Services or any part thereof (or any copies thereof).
(d) Use the Services in a manner that interferes with the services offered or business operations of Relinns, use of the Services by Relinns or its other customers.
(e) Not at any time do or suffer to be done any act or thing which will in any way impair such proprietary rights of Relinns in the Services;
(f) Use Relinns' or BotPenguin's name or proprietary logo(s) without its prior written consent.
1.4 Relinns presents our Partner Program, offering multiple partner types, each with unique features tailored to meet specific business needs. Depending upon the plan, partners can benefit from various features and opportunities to grow business and strengthen our partnership.
Detailed features are covered in the Proposal :
Different partner types are as follows
a. Affiliate Partners
b. Implementation Partners
c. White Label Partners
1.5 Relinns offers the functionality to the partners to create customized subscription plans for their Clients (End Users)
Relinns reserves the right to unilaterally modify at any time and without prior notice of design, presentation, and configuration, as well as some or all of the functionalities of its platform, and/or to add new functionalities based upon the plan without prior written intimation to Partner.
2. Partner Responsibilities
2.1 Assistance: The Partner shall (i) provide commercially reasonable information and assistance to Relinns to enable Relinns to deliver the Services. (ii) use reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify Relinns promptly of any unauthorized use of any password or account; and (iii) not impersonate another service user to provide false identity information to gain access to or use the Service (iv) cooperate with Relinns in the development and installation of customizations (if any), and (v) operate the customized Service in accordance with all applicable laws and regulations.
2.2 Marketing: Partner shall diligently engage in marketing, promotion, and product demonstrations to prospective leads at its own expense.
2.3 End User Support: Partner is authorized to offer localized support services to End User. In cases where Partner extends local support, Relinns will furnish technical-level support to Partner whenever necessary. Unless explicitly stated otherwise in the Proposal or Exhibits A, Relinns is obligated to deliver only technical support to the End User. Should Relinns Services be integrated into the Partner Website, the sole responsibility for addressing queries, resolving issues, and managing requests concerning the Partner Website lies with the Partner.
2.4. Compliance with Laws: The Partner is responsible for all activity occurring under End User accounts and shall abide by all applicable local, state, national, and international laws, treaties and regulations, export laws, including those related to data privacy, international communications, and the transmission of technical or personal data. The Partner shall not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
2.5. Platform Access: The Partner shall assume full responsibility for the actions and omissions of its End Users. Relinns shall not be held liable for any loss of data that may directly result from the actions of the End Users.
2.6. Partner Terms: The Partner represents, warrants, and undertakes that the Partner Terms contain restrictions, waivers, disclaimers, and damage limitations at least as protective of Relinns as those in Relinns Terms. Notwithstanding anything contrary to this Agreement, Relinns will not be responsible for any dispute that may arise between the end user and Partner, whether monetary or otherwise. Relinns however agree to ensure efficient delivery of service with regards to plans that the Partner may sign up for from time to time.
3. Relinns Responsibilities
3.1. Compliance with Laws: Relinns shall comply with all applicable local, state, national and foreign laws in connection with providing the Services.
3.2. Services: Unless otherwise provided herein, Relinns hereby undertakes that the Services will be hosted by Relinns and it shall maintain and provide uninterrupted Services to the Partner in an operating condition except for the unavailability which may result from (a) general internet blackouts and slowdowns, (b) bring downs in the ordinary course that is necessary to maintain, update or refresh the Services; (c) any ‘hacking’ or ‘denial of service’ by a third party and (d) any other reason beyond Relinns’s reasonable control. Details of the said services are set out in the Proposal.
4. Orders and Payment
4.1. Orders: All Services and additional support services provided to the Partner shall be governed exclusively by this Agreement and the applicable services as mentioned in the Proposal. Additional support services will be rendered on the basis of the written mutual agreement as issued between the Company and the Partner from time to time.
4.2. Fees: In consideration of the Services provided by Relinns to the Partner, the Partner shall pay the fees as prescribed in the Proposal. All additional add-on services (as indicated in the Proposal) added during the Initial Term will be added to the subscription for the remainder of the Initial Term subject to the payment of the additional fees thereupon. Relinns may at its sole discretion vary the Fees at the time of Renewal by way of written notice. The fees will be subject to the partner pricing including WhatsApp, Instagram, Facebook, and policies at all times and can be varied accordingly. It is clarified that Live Chat Agent licenses are for designated Platform Users and cannot be shared or used by more than one Platform User but may be reassigned to a new Platform User replacing a former Platform User who no longer requires ongoing use of the Service.
4.3. Invoicing and Payment: Relinns shall invoice Partner for all fees in accordance with the applicable Plan mentioned in the Proposal. Partner shall pay all invoices within the due date as indicated in the relevant invoice. Except as expressly provided otherwise, fees are non-refundable. Except for the reasons set out in this Agreement (if any), all payments of fees referred to shall not be refundable under any circumstances. The Partner shall be responsible for any costs incurred by Relinns in the collection of unpaid invoices including, but not limited to, collection and filing costs and reasonable attorney’s fees. Relinns shall have the right to terminate this agreement and revoke the product license immediately if there is a delay in payment from the Partner.
4.4. Taxes: All payments under this Agreement are exclusive of taxes, levies, and duties, and it is agreed between the Parties, that the fees payable by the Partner may be subject to deduction of taxes, levies, and duties as per applicable laws and as indicated in the invoice raised by the Relinns.
5. Partner Data
5.1. Protection and Security: During the term of this Agreement, Relinns shall maintain a formal security program materially in accordance with industry standards that are designed to: (i) ensure the security and integrity of partner Data; (ii) protect against threats or hazards to the security or integrity of partner Data; and (iii) prevent unauthorized access to partner Data. Such a security program will conform to the Relinns Security Policy on the Website. Relinns designs its Service to allow partners to achieve differentiated configurations, enforce user access controls,
and manage data categories that may be populated and/or made accessible on a country-by-country basis. The partner understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. The partner understands that it has an independent duty to comply with any and all Laws applicable to it. Relinns shall obligate its personnel and any Affiliates entrusted with processing partner Data to data protection, confidentiality, and secrecy.
5.2 Unauthorized Disclosure: If either party believes that there has been a disclosure of partner Data to anyone other than an Authorized Party or Relinns, such party must promptly notify the other party. Additionally, each party will reasonably assist the other party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted, or the provision of credit reporting services to such individuals. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it.
5.3 Damages: Relinns shall be liable for damages due to Unauthorized Disclosure or partner Data breach only to the extent that it can be irrefutably proved to have been caused by Relinns or its Affiliates due to commission or omission of acts in handling such partner Data. Relinns is not liable for any damages in cases where the partner Data breach occurred due to the commission or omission of acts by the partner, its employees, Affiliates, or other individuals/entities with which it has business relationships.
It is crucial to note that the payment made for any selected subscription or service does not, under any circumstances, constitute the acquisition of software, software applications, titles, or intellectual or industrial property rights.
6. Proprietary Rights
6.1. Relinns. All rights, title, and interest in and to the Services, Product, content, including all Intellectual Property Rights related to the Services / Product, any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Partner relating to the Service are and will remain the exclusive property of the Relinns and/or its affiliates or licensors.
6.2. Partner. All rights, title, and interest in and to the content provided by the Partner and/or Platform Users and/or the End Users, including the User Submissions, are and will remain the exclusive property of the Partner and/or its Affiliates or End Users, as the case may be. The Partner hereby grants to Relinns a limited, royalty-free, non-sublicensable right for the User Submissions during the term of this Agreement, to translate, modify (for technical purposes), reproduce, and otherwise undertake other acts with respect to such User Submissions, in each case only for the purpose of enabling Relinns to provide the Services. Provided that Relinns shall
be entitled to refer Partner in marketing initiatives, and use Partner’s logos & End User’s logos for the purpose of indicating that the Partner is a Partner of Relinns.
7. Warranties & Disclaimers
7.1. Warranties: Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications, and the transmission of technical or personal data. Relinns warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; and (ii) the functionality of the Service will not be materially decreased during the Term.(iii) the Services to be provided do not violate or infringe any Intellectual Property Rights of any person or entity; (iv) Relinns will provide the Services in accordance with all applicable laws, rules and regulations (v) in the event of interruption or technical issues with the Services to be provided hereunder this Agreement by Relinns, Relinns undertakes to use all reasonable endeavors to resolve such issues as per the timelines stipulated in Relinns Support Policy; (v) ensure that the Service does not contain any virus, spyware, phishing program, malware or similar malicious program (vi) ensure that any scheduled maintenance or other cause that renders the Services inoperative or inaccessible (within the limits set out herein under this Agreement) shall be notified to partner according to the agreement.
7.2. Data Warranty: Partner represents and warrants that Partner owns or has obtained all rights, consents, permissions, or licenses necessary to allow the Service’s access to, or possession, manipulation, processing, or use of the User Submissions.
7.3. Disclaimer: Except as expressly provided herein and to the maximum extent permitted by applicable law, Relinns makes no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, with respect to the service and/or related documentation. Relinns does not warrant that the service will be error-free or uninterrupted. The limited warranties provided herein are the sole and exclusive warranties provided to the partner in connection with the provision of the service.
7.4 Service Warranty: Relinns represents and warrants that it owns or otherwise has sufficient rights to the Services to perform its obligations herein.
7.5. Performance Warranty: Relinns warrants that the functionality of the Services will not be materially decreased during the Term.
9. Term & Termination
9.1. Agreement Term: The term of this Agreement shall commence on the Effective Date and shall continue for a period of the Initial term mentioned on the Proposal and be automatically renewed for the same period unless terminated as per terms of this Agreement.
9.2. Suspension: The Agreement shall continue to survive unless terminated by either party by providing a 30 (thirty) day written notice to the other party. Upon termination of this Agreement for any reason, Relinns will terminate Partner's and End User’s access to or use of the Service. The fees will be refundable in case Relinns wants to cancel the partnership; however, in case the partner wants to cancel, the fees won't be refunded.
9.3. The Partner agrees to provide 30 days' notice to the effect in case it wishes to terminate this Agreement. Within the said 30 days, the Partner shall have the right to change all of its customer's WhatsApp accounts, webhooks, or any other data or account. Except as expressly provided otherwise, Partner shall also have the right to move all its customer's data and download requisite information and data as deemed fit, before access is removed. Fees once paid, however, shall stand non-refundable.
9.4 In the event that, during the Partner's engagement with Relinns, circumstances arise where the Partner incurs a debt to the Company or unintentionally receives excess benefits for any given reason, Relinns retains the right to initiate the process of recovering the said amount from the Partner.
9.5 The Partner is required to provide Relinns with valid government-issued identity proof, such as a Passport, etc, along with a signed copy of the Proposal. In the event that Relinns discovers the use of fraudulent or legally invalid documents, this agreement will be promptly terminated with immediate effect.
10. Confidentiality
Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement. All Confidential Information obtained by the Receiving Party shall, immediately upon the Partner's request or upon expiry or termination of this Agreement, be returned to the Partner or destroyed, as the case may be. The provisions of this clause shall survive the termination of this Agreement.
11. Indemnity
11.1. The Partner will indemnify, defend and hold Relinns and its employees and representatives harmless from and against any costs, damages, expenses, losses, damages, demands, and expenses, including reasonable attorney fees, and liabilities arising out of, and/or relating to, any
claim (“Claim”) arising out of or related to (i) Partner’s and its Platform User’s and/or End User’s acts and/or omissions and breach of any representation, undertaking, warranty and/or any terms under this Agreement or if the same is found to be untrue, false or misleading; (ii) Partner’s and its Platform User’s use of the Services in a manner that violates any applicable privacy law(s); and/or (iii) violation of any third party right, including without limitation any Intellectual Property Rights. Partner agrees not to settle any matter related to the scope of this Agreement without the prior written consent of Relinns, which consent shall not be unreasonably withheld.
11.2. Relinns will defend and indemnify the Partner against any third party claim that the Services violate or infringe upon any Intellectual Property Rights. If the Services, in Relinns opinion is likely to become or has become the subject of an infringement claim, Relinns may, at its option and expense, either (a) procure for the licensee the right to continue using the Services, (b) replace or modify the Services so it becomes non-infringing, provided the functionality of the Services does not change in any material respect, or (c) remove all or the infringing part of the Services. The remedies set forth above in this clause state the entire liability and are the sole remedies of Partner with respect to the Services or the use thereof violating or infringing the intellectual property rights of a third party.
11.3 Relinns shall not be responsible or liable for any unlawful activities, including but not limited to terrorism, pornography, fraud, or any other illegal acts, committed by the Partner and/or its End Users. The Partner acknowledges and agrees that it is solely responsible for ensuring that its activities and the activities of its end customers comply with all applicable laws and regulations. The Partner further agrees to indemnify and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to such unlawful activities.
12. Force Majeure
12.1. Notwithstanding any other provision of this Agreement to the contrary, neither Party is liable for any failure to perform, or delay in performing, any particular obligations under this Agreement where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, Cyber / DOS attacks, shortages, riots, civil disorders or rebellions or failure by a third party hosting or utility provider (“Force Majeure Event”).
12.2. If the Force Majeure Event in question, prevails for a continuous period for more than 30 (thirty) days, the Parties shall enter into bonafide discussions with a view to assess its effects or to agreeing upon such alternative arrangements as may be fair and reasonable, failing which either Party shall be entitled to terminate this Agreement. Upon cessation of the cause or causes for delay or prevention, the Party affected by the Force Majeure Event shall resume the performance of the contractual obligation(s). In the event of a Force Majeure Event the Parties will make their best endeavours to and will take all reasonable measures available to mitigate the effect of such force majeure.
13. Governing Law
13.1 This Agreement shall be exclusively governed and construed in accordance with the laws of The courts at Chandigarh and shall have exclusive jurisdiction over any of the disputes arising out of or in connection with this Agreement.
13.2 Any issues regarding the existence, validity, or termination of the agreement will be referred to arbitration in Chandigarh in accordance with the Arbitration and Conciliation Act, 1996 ("Arbitration Act"). The rules of the Arbitration Act will apply to the arbitration proceedings. The arbitration panel will consist of a single arbitrator appointed by mutual agreement between the parties. If the parties fail to agree on or appoint a sole arbitrator within 30 days, either party may seek the appointment of a sole arbitrator through a competent court. Each party will bear its own expenses related to the arbitration, including attorney's fees and expenses. The costs of the arbitrator will be shared equally by both parties. Venue of arbitration will be Chandigarh.
13.3 Partner acknowledges that Relinns may be significantly and permanently harmed if partner violates this Agreement and that monetary damages may not be adequate to compensate Relinns for the resulting harm. Relinns is entitled to obtain temporary, preliminary or permanent injunctive relief in court against Partner to prevent any continuation of a violation. However, this section does not limit any other legal or equitable remedies that Relinns may have against partner for a violation of this Agreement. If any provision of this Agreement is found to be unenforceable or inconsistent with applicable law, it will be deemed modified to the limited extent necessary to make it consistent with applicable law and it will be enforced as modified.
14. Dispute Resolution
14.1 Prior to initiation of any legal proceeding other than one for equitable relief as described in the subsection below, the parties shall first attempt to resolve their dispute informally, as follows: (a) Within ten (10) days following the written request of a party, designated individual(s) from Relinns and Customer shall meet to resolve such dispute (b) The representatives referred to in paragraph (a) shall meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the parties believe to be appropriate and in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of formal legal proceedings. The specified format for the discussions will be left to the discretion of the designated representatives but may include the preparation of agreed-upon statements of fact or written statements.
14.2 If the representatives referred to in paragraph (a) above are unable to resolve the dispute within thirty (30) days after the dispute is escalated to them, then either Party may escalate the dispute to the Founder of Relinns and partner, for their review and (b) The provisions of this Agreement shall not be construed to prevent a party from instituting, and a party is authorized
to institute, judicial or other proceedings either to (i) seek injunctive relief or (ii) avoid the expiration of any applicable legal or contractual limitations
14.3 Each of the parties agrees to continue performing its obligations under this Agreement and all related agreements while any dispute is being resolved except to the extent that the issue in dispute precludes performance (a dispute over payment shall not be deemed to preclude performance). Failure to pay undisputed invoices is not a dispute and Relinns is entitled to exercise its contractual remedies in the event of such failures.
14.4 Where parties fail to resolve this dispute as per aforesaid clauses, the dispute shall be settled through arbitration under the Arbitration and Conciliation Act, 1996 (as amended from time to time). The place of arbitration shall be Chandigarh and arbitration shall be in English. The Arbitral Award shall be final and binding on both parties.
15. Miscellaneous
15.1 This Agreement, including all exhibits and addenda hereto constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of a plan opted shall take precedence over provisions of the body of this Agreement and over any other Exhibit or Attachment.
15.2 This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a partner purchase order or in any other partner order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Relinns may use the partner’s name and logo in lists of partners, on marketing materials, and on its website. The parties hereby consent that the mutual acceptance of this agreement shall be legally binding.
15.3 Relinns will support functionality that is developed by Relinns and under its direct control. For all other functionality, and/or issues or errors in the Relinns Service caused by issues, errors, and/or changes in the partner’s information systems and/or third-party products, hardware, or services, Relinns may assist the partner and its third-party providers in diagnosing and resolving issues or errors but partner acknowledges that these matters are outside of Relinns’s support
obligations. Service Level failures attributable to (i) partner’s acts or omissions; (ii) third-party providers and (iii) force majeure events shall be excused.
15.4 No amendments to any provision of this Agreement shall be valid unless accepted in the proposal by by both Parties specifically referencing this Agreement.
15.5 It is understood and agreed that the relationship of Relinns to Partner is and shall continue to be that of an independent contractor. Nothing in this Agreement will be construed to create an agency, partnership, or employment relationship between Partner and Relinns for any purpose or create obligations of such Party to third parties.
15.6 Any notice under this Agreement shall be in writing and shall be sent over email addresses as mentioned in the Proposal.
15.7 Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
16. Contact Information
Should the Partner possess any inquiries or recommendations concerning our Terms and Conditions, we encourage them to promptly communicate with us via email at contact@botpenguin.com.
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