This terms of service (“Terms of Service”) is made and entered between Penterra Analytics Pvt. Ltd. having its registered office at 002, Devagiri Greens 2nd Cross Road, Akshayanagar Bangalore-560068. India (“Penterra”) and its clients (“Client”). This agreement governs the provision of services by Penterra Analytics Pvt. Ltd. (“Penterra”) to its clients (“Client”).

  1. Scope of Service

Penterra agrees to provide services (“Services”) to Client as described in the Work Order(s). Parties will mutually execute a work order before starting a project. The Work Order(s) will define the specific Services to be performed by Penterra, the schedule or term, the applicable rates and charges therefor, and other appropriate terms and conditions. In the absence of a work order, the services, the schedule or term, rates and charges will be as decided by and between both the parties by written communication.

  1. Term & Termination

This Terms of Service shall be effective from the starting date of the client’s project and shall be valid till the completion of the client’s engagement with Penterra India unless terminated before by either party with written notice as specified herein below.

Termination with cause: Either party may terminate this Terms of Service, for cause, in the event the other party has failed to perform any obligation required to be performed under this Terms of Service and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other party.

Termination without cause: Either party may terminate this Terms of Service without any cause after giving 60 days prior written notice to the other party.

Upon termination each party shall return to the other all applicable Confidential Information.

  1. Intellectual Property

Penterra acknowledges that the work or Deliverable is being created as a “work made for hire” and, at all stages of development, the work or deliverables shall be and remain the sole and exclusive property of the Client. Penterra agrees to transfer and assign, to the Client and its designees, without further compensation, the entire right, title and interest throughout the world in and to: (a) all technical information first produced by Penterra in the performance of this Terms of Service; (b) all intellectual property resulting from Penterra’s activities under this Terms of Service; (c) all intellectual property relating to any deliverables under this Terms of Service; and (d) creations and inventions that are otherwise made through the use of Client’s affiliates’ equipment, supplies, facilities, materials and/or proprietary information. Each party retains sole and exclusive ownership of any intellectual property already existing as of the Effective Date and of any derivative works of such intellectual property created after the Effective Date; provided that such derivative work (a) does not arise from the Confidential Information of the other party; and/or (b) is not created specifically for client by Penterra.

Except as provided otherwise in this Agreement, all data, results, ideas, discoveries, inventions, reports and works of authorship, whether or not patentable or subject to copyright, which may be made, written, conceived or reduced to practice by Penterra or any third-party, that does not arise from client’s Confidential Information and/or that is not created specifically for client by Penterra will be owned solely by Penterra.

Except as provided otherwise in this Agreement, all data, results, ideas, discoveries, inventions, reports and works of authorship, whether or not patentable or subject to copyright, which may be made, written, conceived or reduced to practice by Penterra or by Penterra together with client or any third-party, arising from client’s Confidential Information and/or that is created specifically for client by Penterra will be owned solely by client.

  1. Payment

The payment terms as described in the relevant Work Order(s) or in the absence of work order, in the written communication between the parties will be adhered to and if payments are not made by the Client per the schedule, despite sufficient notice (15 days) from Penterra, then Penterra retains the right to withhold any further Deliverables. Penterra will also withhold the release of any IP created during the Deliverable process.

  1. Refund Policy

In case of a genuine mismatch between the deliverables and the set expectations; a change of resource and/or an option to have it reworked is provided to allow flexibility, in the light of a lack of refund policy

  1. Limitation of Liability

In no event shall either party be liable for any indirect, incidental, special or consequential damages, including without limitation damages for loss of profits, data or use, errors or omissions, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Penterra’s aggregate and cumulative liability for damages hereunder shall in no event exceed the amount of fees received from the Client in the last six (6) months under the relevant Work Order giving rise to the liability.

  1. Confidentiality & Nondisclosure

“Confidential Information” means information related to the business (including third party information), (iI) which is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (ii) is the subject of efforts that are reasonable under the circumstances to maintain the secrecy of the information, and (iii) is identified by the “Disclosing Party” (the party providing the Confidential Information) as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this Terms of Service.

Confidential Information shall not include information which, as the “Receiving Party” (the party receiving Confidential Information) can prove, (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of the Receiving Party, (ii) is known by the Receiving Party at the time of disclosure, or (iii) is lawfully obtained by the Receiving Party without violation of a confidentiality obligation (iv) is developed by the Receiving party independent of any use of and/or access to the Discloser’s Information.

Neither Client nor Penterra shall disclose to a third party Confidential Information of the other party The Receiving Party shall use the same degree of care and caution as it uses to protect the confidentiality of its own confidential information of like nature, but not less than a reasonable degree of care, to maintain in confidence the Confidential Information of the Disclosing Party and to ensure that Receiving Party’s “Employees” (as defined herein) maintain confidence of the Confidential Information. The foregoing obligations shall not apply to any information that is required to be disclosed by law or subpoena. The confidentiality obligation set forth herein shall survive the expiration or termination of this Agreement for any reason whatsoever, remaining valid and in full force for two (2) years after the initial disclosure date of each respective item of Confidential Information disclosed hereunder.

The Receiving Party hereby acknowledges that unauthorized disclosure or use of the Confidential Information could cause irreparable harm and significant injury. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to obtain immediate injunctive relief, in addition to any other rights and remedies it may have.

  1. Non-Solicitation

During the term of the client’s project with Penterra and For two (2) years period from the date of completion of Client’s last Project with Penterra, each party agrees that it will not (through itself, affiliates, principals, or other related parties) solicit for employment, employ, consult with, utilize the services of, or in any other manner induce any employees or give reference (personally or on any public platform) of any employees of the other party including the former employees who was engaged or involved in any manner with that particular client’s project to perform services for such party or any person or entity related thereto.

  1. Further Documentation

If any other agreements or Work Order(s) are necessary to enforce the intent of this document, both parties agree to execute such provisions as and when the need arises.

  1. Force Majeure

Penterra shall have no liability for any failure beyond its reasonable control and without its fault or negligence including, but not limited to, acts of God, severe weather, etc.

  1. Severability

If any of these terms and conditions are held to be unenforceable or against public policy, by a competent court or arbitration, then that term alone shall be removed from this document and the remainder of the Terms of Service shall stay in full force and effect.

  1. Governing laws and jurisdiction:

This Agreement shall be governed by and construed and enforced in accordance with the laws of India, excluding that body of law pertaining to conflict of law, and the parties hereto agree to submit to the exclusive jurisdiction of the courts of Bangalore for any disputes arising out of the subject matter.

  1. Dispute Resolution

Any disputes arising out of or in connection with the Terms of Service shall be attempted to be settled through discussion and negotiation between the heads of the respective organizations. If a settlement is not arrived at within thirty (30) days, the dispute shall be referred to Mediation. The parties will select a mediator by their mutual agreement, within 15 days. The cost of the Mediation shall be divided equally among the parties involved. Once a settlement has been reached, a mediation agreement shall be drawn up. If parties fail to come into any settlement through mediation, parties will mutually end the relationship and the project will be ceased to exist.

  1. Acknowledgment

This Terms of Service together with the Work Order(s) and further documents as necessary, set forth the entire agreement and understanding between the parties relating to the subject matter and supersedes all prior discussions, oral or in writing, between the parties.

The parties have fully read and agree to the terms and conditions of this Terms of Service.