Terms and Conditions for GirikSMS by Girikon
Giriksms Subscription Agreement
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") is entered into as of __________________ ("Effective Date") by and between GirikSMS ("GirikSMS"), and __________________________________ ("Subscriber"). Each of GirikSMS and Subscriber may be referred to as a "Party" and collectively as the "Parties."
RECITALS
A. GirikSMS has developed and owns a proprietary messaging application and related services (the "Services"). B. Subscriber desires to subscribe to GirikSMS Services, and GirikSMS desires to provide the same, in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:
1. DEFINITIONS
1.1 "Agreement" means this Subscription Agreement and any Service Orders executed between the Parties. 1.2 "Authorized User" means Subscriber’s employee or contractor authorized to access the Services. 1.3 "Service Order" means the ordering document entered into between Subscriber and GirikSMS specifying the Services and fees. 1.4 "Subscriber Data" means any data uploaded or transmitted by Subscriber through the Services.
2. SERVICES
2.1 GirikSMS grants Subscriber a limited, non-exclusive, non-transferable right to access and use the Services during the Term for its internal business purposes. 2.2 Subscriber shall comply with all applicable laws and regulations in connection with its use of the Services.
3. FEES AND PAYMENT
3.1 Subscriber shall pay all fees as specified in the Service Order. Fees are non-cancellable and non-refundable, except as otherwise expressly provided. 3.2 All fees are due within thirty (30) days of invoice unless otherwise specified in the Service Order. 3.3 Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law. 3.4 Fees are exclusive of all applicable taxes, which shall be borne by Subscriber. 3.5 Acceptance of Terms by Payment. By processing or making any payment under a quote or invoice that includes a reference link to this Agreement, Subscriber acknowledges and agrees to be bound by the terms of this Agreement. Such acceptance shall be valid and enforceable without the requirement of physical signatures, email approvals, or electronic signatures via DocuSign or similar platforms.
4. TERM AND TERMINATION
4.1 Term. The Agreement shall commence on the Effective Date and shall remain in effect for an initial minimum term of twelve (12) months ("Initial Term"). Thereafter, the Agreement shall automatically renew for successive one (1) year renewal terms (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.
4.2 No Mid-Term Termination. Termination during the Initial Term or any Renewal Term is strictly prohibited. Subscriber acknowledges and agrees that subscriptions are binding and non-cancellable during each contract cycle.
4.3 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days’ written notice if the other Party materially breaches this Agreement and fails to cure such breach within the thirty (30) day cure period.
4.4 Post-Termination Obligations. Upon termination or expiration: (a) all fees owed through the end of the applicable term shall become immediately due;
(b) Subscriber shall immediately discontinue all use of the Services; and
(c) provisions relating to Confidentiality, Fees, Governing Law, and Limitation of Liability shall survive termination.
5. CONFIDENTIALITY
Each Party agrees to protect the confidentiality of information disclosed by the other Party and to use such information only for purposes of this Agreement.
6. DATA SECURITY
GirikSMS will implement commercially reasonable measures to protect Subscriber Data. Subscriber remains solely responsible for compliance with applicable laws governing its data.
7. WARRANTIES AND DISCLAIMERS
7.1 GirikSMS warrants that the Services will perform materially in accordance with the applicable documentation. 7.2 Except as expressly stated, the Services are provided "AS IS" without warranty of any kind, including warranties of merchantability or fitness for a particular purpose.
8. INDEMNIFICATION
8.1 GirikSMS will defend and indemnify Subscriber against claims that the Services infringe intellectual property rights of third parties. 8.2 Subscriber will defend and indemnify GirikSMS against claims arising from Subscriber Data or Subscriber’s misuse of the Services.
9. LIMITATION OF LIABILITY
9.1 Neither Party shall be liable for indirect, incidental, consequential, or special damages. 9.2 Each Party’s aggregate liability under this Agreement shall not exceed the fees paid by Subscriber in the twelve (12) months preceding the claim.
10. GOVERNING LAW
10.1 For Subscribers domiciled in India, this Agreement shall be governed by the laws of India, with exclusive jurisdiction of the courts in Delhi, India. 10.2 For Subscribers domiciled in the United States, this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without regard to its conflict of law provisions. Disputes shall be resolved in the courts of Arizona, U.S.A.
11. MISCELLANEOUS
11.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. 11.2 Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger or acquisition. 11.3 Neither Party shall be liable for delays caused by events beyond its reasonable control (Force Majeure).
