1.1. Subject to Your compliance with this Agreement and solely during the Subscription Term, You shall have the limited, non-exclusive, non transferable, revocable right to access and use the Services for Your internal business purposes in accordance with any other specifications set forth in an Order Form.

2.1. Your Account: Your access and use of the Services is restricted to the specified number brand outlets or stores as specified in the relevant Order Form, if any, executed between Us and Yourself. Any User under your Account shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
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2.2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare disassemble, reverse engineer, decompile or make the Services available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted by this Agreement; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) use the Services to store or transmit Sensitive Personal Information; (d) use the Services, store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations; (e) access it for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Services; (f) use the Services to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (g) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (h) breach any guidelines, procedures or requirements provided by Us though the Services or otherwise to You for Your use and access to the Services; (i) “crawl”, “scrape” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means); (j) conduct any penetration or vulnerability testing on the Services;
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2.3. You represent and warrant to Us that You (a) have established notices or policies for and ensure compliance with all applicable data protection laws relating to the collection and transmission of Customer Data; and (b) have obtained and maintain necessary authorizations, approvals and permissions for Us to Process such Customer Data for the purpose of providing Services. You acknowledge and agree that You may not modify Customer Data in the Services unless such a request is made by the Customer. You will be solely liable for any transmission of Customer Data in violation of this clause and You acknowledge and agree that We shall have no liability for claims arising from Your failure to comply with this clause.
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2.4. You acknowledge and agree that any payment records submitted to the Services provide an accurate description and represent a legitimate sale of goods to the Customer. You are solely responsible for resolving disputes or grievances by the Customer and We shall have no liability or obligation for any claim arising from such payment records.
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2.5. You acknowledge and agree that You shall not use the Services to transmit or process any payments on behalf of a third-party.
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2.6. Subject to the terms and conditions of this Agreement and the configuration set forth in the Order Form, the Merchant may elect to have the UrbanPiper platform integrated directly with Merchant’s Point of Sale system. In doing so, the Merchant hereby grant UrbanPiper, during the Term, an exclusive, non-transferable, non-sublicensable right to access, use and transmit Order Data for the purpose of this Agreement  and for the purpose of providing reporting, aggregating, and analyzation of Order Data as set forth herein or in the Order Form.
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2.7. Hardware <Applicable for the merchants to whom the Hardware is issued> : During the Term of this Agreement, UrbanPiper provide to the Merchant the Hardware and the Merchant shall use the Hardware solely for the purpose of using the service provided by UrbanPiper. The Hardware shall remain the exclusive property of UrbanPiper. The Hardware is provided to You Merchant “AS IS”. The Merchant shall use and maintain the Hardware in a good condition and shall take care of the same with reasonable care. If damages to the Hardware are caused by the Merchant’s misuse, the Merchant agrees to reimburse UrbanPiper for the full cost of repairing or replacing the damaged Hardware plus shipping costs. The Merchant hereby agree and represent that the Merchant shall use the Hardware only for the purpose of using the service offered by UrbanPiper, the Merchant shall not use the UrbanPiper Hardware for any prohibited or unauthorised usage, the Merchant shall not modify or change the pre installed softwares, UI, UX or others in the Hardware and the Merchant shall in the event of termination return the Hardware to UrbanPiper in a workable good condition without any damage or fault in its working. Merchant hereby further agree and authorise UrbanPiper to collect the Hardware failure fee from Merchant, incase of any UrbanPiper’s Hardware failure due to any of the above mentioned reasons or Merchant’s failure to return the hardware to UrbanPiper by UrbanPiper within 5 days from the date of termination / cancellation of the Service. (“Hardware failure fee” for this clause shall mean a reasonable fee as mentioned in this Agreement or in any other agreement / addendum / mutual agreement by any other means executed or agreed between Merchant and UrbanPiper)
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2.8. Configuration Changes: You understand that as a part of daily operations, there would be a need to make changes in the configuration of the Your Account from time to time. While all Our Services are built keeping a Do-It-Yourself (DIY) approach in mind, You may still feel it necessary to seek Our assistance to perform configuration changes/actions. You hereby provide Your consent to Our representative to make configuration changes on Our behalf on a case-to-case basis. You understand that the changes in configuration can have a material impact on Your online business and will check at Your end that the changes have had the desired effect and no ill-effect. You agree not to hold Us accountable in any way for outcomes resulting from changes that You request Our representative to perform on their behalf.
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2.9. You shall provide Us assistance with information We require from You to comply with applicable law within five (5) days of receiving such request from Us.
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2.10. You acknowledge and agree that You shall be responsible for notifying the Customer of the terms and conditions applicable to the Customer available at https://www.urbanpiper.com/legal/customer-terms-and-conditions [Terms and Conditions]. (and https://www.ordermark.com/privacy/ for Merchants in the USA region). 

3.1. Any enhancements, new features or updates (“Updates”) to the Services are also subject to this Agreement and We reserve the right to deploy Updates at any time.
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3.2. We shall take responsibility for certain aspects of the Services including support and resolution timelines as set forth in the Order Form.

4.1. Except for the rights granted to You under clause 1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Services, including patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how Code, visual interface, graphic designs, user interface, user experience,  associated with the Service shall belong to and remain exclusively with Us.
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4.2. You own the rights to the Customer Data that You provide to Us. We do not claim ownership over such Customer Data. You hereby grant Us a royalty-free licence and right to use Customer Data solely to provide, support, maintain and improve the Services.
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4.3. In the event We receive any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) from You, You hereby assign all rights, title and interest in the Feedback to Us
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4.4. All rights not expressly provided to You herein are reserved by Us.
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4.5. Subject to the terms and conditions of this Agreement, including without limitation, the confidentiality obligations set forth therein, the Merchant hereby grant UrbanPiper the following:
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a. The limited, revocable, non-exclusive, royalty-free right for UrbanPiper to (i) use Merchant credentials to create, login to, and access Merchant’s Online Ordering Service accounts in connection with this Agreement, (ii) use, reproduce, electronically transmit, perform, display, store, archive and make derivative works of Order Data and aggregate/anonymized Data, and (iii) review and monitor Merchant’s use of the UrbanPiper Platform to ensure Merchant’s compliance with the terms of this Agreement. Merchant agree that UrbanPiper will have the right to generate aggregate/anonymous Data and that aggregate/anonymous Data is UrbanPiper’s property, which UrbanPiper may use for any business purpose during or after the Term of this Agreement (including, without limitation, to develop and improve UrbanPiper’s products and services and to create and distribute reports and other materials). For clarity, UrbanPiper will only disclose aggregate/anonymous Data externally in a de-identified (anonymous) form that does not identify Merchant or its customers, and that is stripped of all persistent identifiers. Merchant is not responsible for UrbanPiper’s use of aggregate/anonymous Data.
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b. These rights terminate upon termination of this Agreement except with respect to aggregate/anonymous Data, which UrbanPiper may continue to use in perpetuity. Merchant shall retain all rights not expressly granted herein. 

c. During the Term of this Agreement, UrbanPiper shall have the right to publicly reference Merchant as a customer in presentations to potential investors and customers and list the Merchant;s name and logo on UrbanPiper’s  website and marketing materials. UrbanPiper shall adhere to any style guidelines communicated by Merchant as to the use of the Merchant’s name and logo. Merchant;s copyrights, trademarks and other ownership notices will not be suppressed in any way. 

d. During the Term of this Agreement, Merchant hereby appoints UrbanPiper as its agent to act as necessary to exercise the licence grants set forth in this Agreement.

You acknowledge and agree that Your use of Third-party Services will be subject to the terms and conditions and privacy policies of such third-party and that We shall not be liable for Your enablement, access or use of such Third-party Services, including Your data processed by such third party. You should contact that Third-party service provider for any issues arising in connection with use of such Third-party Service. For tasks which lie outside Our scope, such as, marketing, catalogue content (text and pictures), payment gateway, and other 3rd party dependencies, We will not be in a position to offer commitments on timelines or quality of service.

You may avail certain value added services from Us as mentioned in the Order Form (“Value Added Services”). You shall provide us with assistance and resources for availing Value Added Services, if required. At Your option, We may provide training to You and Your Users as a part of the Value Added Services. The charges for Value added Services shall be as set forth in the Order Form .

7.1. Fees:  All charges associated with Your Account and use of our services (“Fees”) and any other details about such Fees including payment specifics shall be mentioned in an Order Form.
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7.2. Payment: You hereby authorize Us or Our authorized agents, as applicable, to invoice You as per the terms in the Order Form. Notwithstanding anything contained contrary to this Agreement, any dispute with respect to the invoice should be raised within ten (10) business days from the date of receipt of the invoice and shall be resolved promptly. All payment transactions shall be mutually agreed upon by the Parties and set forth in an Order Form.
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7.3. Refunds: Unless otherwise specifically agreed between the Parties, all Fees are non-refundable. No refunds shall be issued for partial use or non-use of the Services.
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7.4. Late Payments/Non-payment of Fees: We will notify You in the event We do not receive payment towards Fees within the due date. We must receive payments within a maximum of ten (10) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Services until We receive Your payment towards the Fees as specified herein and/or; (iii) terminate Your Account.
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7.5. It is further agreed between Us that in the event of suspension of Your access or termination of Your Account to the services as mentioned in Clause 7.3, We shall not be held responsible for any and every loss occurring to You including but not limited to loss of business, loss of revenue or loss of customers. 
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7.6. Taxes: Taxes, as applicable per the governing law of the land, shall be charged extra on such Fees.  Each Party shall be responsible for payment of its taxes, maintaining their own books-keeping, financial records, collection reports in accordance with generally accepted accounting principles and be compliant to all applicable laws.
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7.7. The Merchant agrees to pay all charges or fees at the prices then in effect for the purchases, and the Merchant authorises UrbanPiper to charge Merchant through the chosen payment provider for any such amounts upon making the purchase. If Merchant's purchase is subject to recurring charges, the Merchant consents to UrbanPiper on charging Merchant’s preferred payment method on a recurring basis without requiring any prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed.  

7.8. All the payments made to UrbanPiper are non-refundable. Merchants can cancel their subscription at any time by providing UrbanPiper a 30 days prior notice to the contact information provided below. Merchant’s cancellation will take effect at the end of the notice period of 30 days and the Merchant shall be billed accordingly for the notice period term. All subscriptions (monthly, quarterly and yearly) renew automatically on their due renewal date according to date of purchase until officially cancelled in writing as per this clause and other clauses mentioned in this terms and conditions.
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7.9. The Merchant shall provide Ordermark with billing contact and instructions, credit card, bank account, or other mutually agreed upon method for the full payment of all UrbanPiper fees. The Merchant further agrees to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete Merchant’s transactions and contact the Merchant as needed. We may on a mutually agreed basis  change prices at any time. All payments shall be in U.S. dollars.
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7.10. You agree to provide timely and adequate responses to UrbanPiper’s requests and to fully cooperate in the onboarding and launch process. Any delays caused by you or due to any external reasons which Urbanpiper have no nexus, including but not limited to, failure to respond, delayed responses, or lack of cooperation, shall be the sole responsibility of the Merchant.
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7.11. In the event that onboarding or launch is delayed due to your actions or for the reasons mentioned above, UrbanPiper reserves the right to start billing the Merchant starting from the second month of the agreement, regardless of whether the onboarding or launch has been completed. Billing will proceed in accordance with the terms outlined in this agreement. 

7.12. Refund: All the services rendered by UrbanPiper are billed on post-paid basis (unless agreed otherwise between the parties) and all payments made to UrbanPiper are non-refundable. UrbanPiper does not refund any fees in that case If the Merchant stops using UrbanPiper’s services in between the term, UrbanPiper will not refund Merchant the fees paid for the remaining term. 

8.1. The Subscription Term shall continue from the Effective Date until Your Account is terminated in accordance with this Agreement.
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8.2. Termination for Convenience: Either Party may terminate this Agreement at any time and without cause, by giving not less than one (1) month’s prior written notice to the other Party.
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8.3. Termination by You: You may terminate one or more of Your Account(s) in the event We materially breach this Agreement, provided that You shall provide an advance notice of such breach and afford Us not less than thirty (30) days to cure such breach. The above mentioned 30 days notice period shall be applicable when you are willing to disintegrate one or more of the licence / outlet. 
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8.4. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Fees, We may suspend Your access to and use of Your Account or the Services if You are in violation of this Agreement. We will notify You if your activities violate this Agreement and provide You with a period of thirty (30) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account shall be terminated. We may also terminate a Trial Period in accordance with clause 3.1. If the notice period for disintegration or termination falls in two different months, the merchant shall be billed for both the months.
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8.5. Termination for Insolvency: Notwithstanding anything contained herein, this Agreement shall automatically terminate if either Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
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8.6. Effect of Terminating Your Account: Following the termination of Your Account either by Yourself or by Us, Your access and use of the Services shall cease. We retain all Customer Data in our possession for eighteen (18) months from the date of effective termination (“Data Retention Period”). Beyond the Data Retention Period, We reserve the right to delete all the Customer Data in Our possession. This requirement shall not apply to the extent that We are required by applicable law to retain some or all of the Personal Data, in which event We shall isolate and protect the Personal Data from any further Processing. You will pay all outstanding dues as per the agreed commercials as set forth in the Order Form to Us, within a period of fifteen (15) days upon receiving the termination notice. If We do not receive payment within the above mentioned time period, in addition to our right to other remedies available under law, We may charge an interest for late payment @ 1.5% per month.

<For the deal where Hardware issued / involved> : Upon any termination of this Agreement, Merchant shall return to UrbanPiper, at Merchant’s expense, all Hardware in good operating condition within five (5) business days. Failure to return Hardware in good operating condition within the specified time period will result in a charge to Merchant of $350.00 per printer, $150.00 per tablet and $250.00 per cellular modem. UrbanPiper shall charge Merchant’s credit card, bank account, or other approved method for any outstanding fees pursuant to this Agreement. 

9.1. If You choose, or are provided with, a user identification code, login, password or any other piece of information as part of Our security procedures, You must treat such information as Confidential Information. You must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of this Agreement. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Your Account as a result of Your non-compliance of obligations under this clause. You shall notify Us in the event You become aware of any unauthorized access to Your Account.
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9.2. Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to this Agreement that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
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9.3. The Parties agree and acknowledge that We are a data processor and shall process the data shared by You for the purpose of providing the service under this Agreement. Both the Parties agree to comply with all applicable data protection laws including but not limited to GDPR, Information Technology Act, 2000, SDPI Rules, 2011, Digital Personal Data Protection Act, 2023 as amended accordingly and other applicable data protection laws. For the Merchants based out of the USA region Delaware Personal Data Privacy Act and Delaware Online Privacy and Protection Act and the Federal laws related to the data privacy. The Merchant shall not include information considered to be Personal Data  under any laws into the UrbanPiper platform. 
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9.4. You acknowledge that We shall Process Customer Data only to provide, maintain and improve the Services, or prevent or address any technical problems, or at Your request in connection with support requests and in accordance with this Agreement, and as part of the direct relationship between You and Us. You shall always obtain necessary approval from the Customer for processing the data. Merchant represents and warrants that it has obtained, and that it shall obtain and maintain, all necessary and legally required consents, approvals, or applicable authorization, including any required prior express written consents, in the form and manner from its customers and any related partners as required for the performance of this Agreement contemplated herein and the use of the UrbanPiper platform, and the and each component thereof and to grant the licences set forth in this Agreement.
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9.5. You acknowledge that, in addition to this Agreement, the Data Processing Agreement <https://www.urbanpiper.com/legal/data-processing-agreement> shall apply where We Process Personal Data originating from the European Economic Area, United Kingdom and/or Switzerland.
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9.6. You acknowledge that We shall Process any Personal Data only on Your behalf and as Your data processor and that You are deemed to be the data controller.
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9.7. We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.
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9.8. We shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing Customer Data. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data Processed by Us.
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9.9. You acknowledge and agree that We and Our group companies may access or disclose information about You, including Customer Data, in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
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9.10. Notwithstanding anything to the contrary in the Agreement, You acknowledge that We may use Customer Data in an aggregated form which does not identify Your Users, Customers or or any other identifiable individual. Such aggregated or de-identified data may include data analysis and may be used for any lawful purposes, including, to combine it with other data sources, to compile, distribute and publish anonymous statistical or analytical data regarding the performance, provision, and operation of the Services, the development of new Services, demonstrating compliance with industry standards, complying with applicable law or otherwise. You acknowledge and agree that We shall own and retain all intellectual property rights in and to such aggregated data entirely without any obligation to You or restriction of any kind.

10.1. You will have access to the dashboards of the Services and all the Customer Data or order-related data which can be downloaded from the Services. In the event, You require such data in a format which is not available, a request can be made to Us by You. We may reject such a request if the format can be derived from any of the available downloadable reports. You are advised to take regular data backups to ensure all historical data is available with them at all times.
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10.2. We will try to provide access to all historical data through the dashboard of the Services. You acknowledge and agree that data preceding more than one (1) year may not be available for some data sets. You may request Us for such data and We shall at Our sole discretion provide some or all of the data requested subject to a reasonable fee as determined by Us.

11.1. We may incorporate advertisements and promotions of third parties in the Services. All advertisements and promotions in the Services by third parties are governed by separate terms as agreed between such third parties and Us.
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11.2. We shall not be liable directly or indirectly for any loss or damage caused to You due to the third-party advertisements and promotions in the Services.
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11.3. If You agree to purchase or purchase goods and/or services through any third-party advertisers in the Services, You shall do so at your own risk. The advertiser shall be solely responsible for such goods and/or services.

12.1. The Services may include a loyalty program which You may offer to Your Customers. You acknowledge and agree that the loyalty program is provided to the Customer on Your behalf and We shall have no liability or obligation arising from any grievances raised by the Customer.
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12.2. For the purposes of the loyalty program in the Services, You acknowledge and agree that You shall not send any communications or material to Customers through the Services without obtaining the Customer’s prior consent through the Services or otherwise. Any such communications sent through the Services to contact Customers shall be through the contact information provided by Customer to You.
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12.3. We reserve the right to terminate the loyalty program without assigning any reason. In the event of termination of the loyalty program by You or Us, We shall not have any liability arising from such termination.
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12.4. You shall provide Us with a prior notice of thirty (30) days before termination of the loyalty program.

13.1. THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
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13.2. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICES, WHICH ARE PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO ONE (1) MONTH OF THE FEES PAID BY YOU FOR THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
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14.2. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
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14.3. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, WE DISCLAIM ALL LIABILITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICES OFFERED DURING THE TRIAL PERIOD.

15.1. Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, and Our respective employees, officers, directors, and agents arising from Your acts or omissions in connection with Clause 2 of this Agreement provided that (i) We promptly notify You of the threat or notice of such a claim, (ii) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (iii) We fully cooperate with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or willful misconduct of Us. You shall indemnify, defend and hold harmless Us, our representatives from and against all claims, demands, loss, liabilities, cost, damages and expenses due to (i) reverse engineer, modify, decompile or hack the service provided by Us, (ii) unauthorized usage of service (iii) breach of confidentiality obligation (iv) violation of Intellectual property obligation under this agreement (v) gross negligence or willful misconduct and (vi) any material breach of this agreement.

15.2. Indemnification by Us: Subject to Your compliance with this Agreement, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Services infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You shall fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Services by anyone apart from Us; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by itself be infringing. If Your use of the Services has become, or in Our opinion is likely to become, the subject of any IP Claim, We may at Our own option and expense (a) procure the right for You to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Us, terminate Your subscription to the Services and repay You, on a pro-rated basis, any Fees that You had previously paid Us for the corresponding unused portion. This Clause 15.2 states Our sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Services. We will have no obligation or liability with respect to any such claim arising out of the Your gross negligence or wilful misconduct.

16.1. Assignment: This Agreement and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas We can assign any of our rights and obligations hereunder without Your prior written consent. This Agreement bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
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16.2. Amendment: We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any amendments to this Agreement and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.
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16.3. Severability; No Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. Our non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision of this Agreement.
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16.4. Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
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16.5. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 7 (Charges and Payment), 8 (Term, Suspension and Termination), 9 (Confidentiality, Data Privacy and Security), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 16 (Miscellaneous) and 17 (Definitions) shall survive any termination of this Agreement regarding the use of the Services. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
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16.6. Notices and Consent to Electronic Communications: All notices from Us under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You while subscribing to the Services; or (ii) electronic mail to the e-mail address provided to Your Account. If You or Your Users provide Us with contact details through the Services, We reserve the right to deliver notices through such contact details. Our address for a notice is: finance@urbanpiper.com with a CC to infosec@urbanpiper.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
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16.7. Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademarks, logos, service marks, labels and designs to identify You as Our customer on Our Websites and/or marketing collateral and to include Your use of the Services in case studies.
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16.8. Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of India without regard to any conflict of laws principles that would provide for application of law outside India. Both Parties hereby expressly agree to submit to the exclusive personal jurisdiction of the courts at Bangalore, India. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be attempted to be resolved by mediation first, failing which they shall be resolved by final and binding Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 and rules thereunder, and shall be conducted by a panel of three (3) arbitrators. Each Party shall appoint an arbitrator and the two arbitrators so appointed shall appoint the third arbitrator in the panel. Judgments upon the final decisions rendered by the arbitration panel may be entered in any court of competent jurisdiction. The seat and venue of arbitration shall be Bangalore, India. The decision of the arbitration panel shall be final and binding on the Parties. 
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16.9. Entire Agreement: This Agreement, together with any Order Form(s), constitute the entire agreement, and supersede any and all prior agreements between us with regard to the subject matter hereof. This Agreement and any Order Form(s) shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. In the event of conflict between the provisions of this Agreement and the Order Form, the provisions of this Agreement shall prevail, except to the extent expressly amended in the Order Form.
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16.10. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Services caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of Services attacks.

When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
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Account: means any accounts or instances created by You or on Your behalf for access and use of the Services.
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API: means the application programming interfaces developed, enabled by or licensed to Us that permits access to certain functionality provided by the Services.
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Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure or information that is of value to a Party, and is not generally known in the industry or to competitors of a Party, and includes, but is not limited to, business information, specifications, research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, flow charts, data, computer programs, marketing plans, customer names, budget figures, and other technical financial and business information concerning a Party, or any such information of clients, customers, parents, affiliates, subsidiaries or agents of a Party. For purposes of this Agreement, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
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Customer: means Your customer who avails Your services through the Services
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Customer Data: means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and Customers, submitted to the Services by You through Your Account in connection with Your use of the Services.
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Hardware: means the thermal printer and other items including but not limited to a tablet, stand, modem and computer cables provided to Merchant by UrbanPiper under this Agreement.
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Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Us to You or Your Users through the Services or otherwise.
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Order Form: means any service order form or statement of work specifying the Services subscribed to, particular features and functionalities in the Services that You wish to avail and the Subscription Term.
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Order Data: means order transactions received by the Merchant from an Online Order Service through any means of communication including but not limited to an email, fax, or by an API integration with Merchant’s point of sale system. Order Data shall not, and Merchant shall not, include information considered to be personal information under the Delaware Personal Data Privacy Act and Delaware Online Privacy and Protection Act.
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Online Ordering Service means (a) a third-party online or mobile service used by consumers to order Merchant food for delivery or pickup; and (b) a restaurant delivery service used by Merchant to arrange for the management of delivery of food to consumers for Merchants.
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Personal Data: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
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Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
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Services: means Prime POS, Aggregator Hub Management (Hub), Meraki, any applications provided by Us which are downloaded and used by You and Your Users and any new services that We may introduce as a service to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, Software, the API and any Documentation.
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Software: means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Services.
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Subscription Term: means the period during which You have agreed to subscribe to the Services specified in a relevant Order Form.
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Third-party Services: shall mean third party application(s) or services integrating with the Services through APIs or otherwise enabled through the Services which require You to have Your own accounts with such third-party application(s) or services in order to utilize them.
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User: means those who are designated users within the Services, including an Account administrator(s), agents and other designated users.
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Value Added Services: means the general consulting, implementation, training services, and/or other services agreed to be provided by Us as set forth in the Order Form.
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Website(s) shall mean the websites owned and operated by Us including www.urbanpiper.com