‘DNIF HYPERCLOUD SIEM’ is a data analytics software developed and owned exclusively by NETMONASTERY Network Security Private Limited, a private company limited by shares, incorporated under the (Indian) Companies Act, 1956 and having its registered office at 2nd Floor, Reliable House, Kanjur Marg (w), Mumbai - 400079 (hereinafter referred to as ‘NETMONASTERY’).
This DNIF Software as a Service Agreement constitutes the terms and conditions that govern the provision of the SaaS Services by NETMONASTERY to the Customer and the grant of the Licence by NETMONASTERY to the Customer to use and/or access the Software.
NETMONASTERY is only providing the SaaS Services to the Customer under this Agreement. Nothing in this Agreement will be construed as a sale of the Software and/or creation of any right, title, and interest in the Software in favor of the Customer, save and except as stated in this Agreement.
The Customer must carefully read, understand, and accept the terms and conditions set out below prior to availing NETMONASTERY’s SaaS Services and/or using and/or accessing the Software:
- Acceptance & Applicability
1.1. By checking / clicking the box for ‘I agree to the End User License Agreement’, the Customer expressly enters this Agreement.
1.2. This Agreement governs the provision of the SaaS Services and grant of the Licence to use the Software. The Customer confirms that the Customer has carefully read and understood the terms of this Agreement. The Customer must not avail the SaaS Services and / or use and / or access the Software if the Customer does not have the necessary power and authority to execute this Agreement and / or does not unconditionally accept all of the terms of this Agreement.
1.3. To be eligible for the subscription to the SaaS Services and grant of the Licence, (i) in a personal capacity: the Customer must be competent to enter into legally binding contracts in accordance with the Applicable Law; and / or (ii) on behalf of a Customer, which is an Entity: the Customer’s representative and / or the Partner executing this Agreement, must be duly authorized to act on behalf of and by the Customer and have the legal power and authority to bind the Customer by the terms of this Agreement. The Customer represents that the Customer is eligible to procure the SaaS Services and the Licence in accordance with this Agreement.
1.4. This Agreement is effective and binding on the Customer from the date that the Customer accepts this Agreement or starts availing the SaaS Services, whichever is prior.
- Definitions & Interpretations
2.1. Capitalized terms outlined in this Agreement and not otherwise defined will have the meaning ascribed to them under this clause:
2.1.1. ‘Agreement’ means this DNIF Software as a Service Agreement executed electronically by and between NETMONASTERY and the Customer, and includes all attachments, schedules, annexures, amendments and/or modifications to this Agreement, as may be executed by the parties in writing.
2.1.2. ‘Applicable Law’ means any common or customary law, constitutional law, any statute, regulation, resolution, rule, ordinance, enactment, judgment, order, ordinance, decree, directive, notification, clarification issued by a government authority, guideline issued by a government authority, policy, statutory requirement or other governmental restriction or any form or decision of or determination by or interpretation of any of the foregoing by any government authority, now or hereafter in effect, in each case as amended, re-enacted or replaced, in the territory of India and the territory in which the Customer avails the Services and / or downloads and installs the Software, as may be applicable to NETMONASTERY and the Customers severally.
2.1.3. ‘Confidential Information’ means and includes any data or information that is proprietary to NETMONASTERY and is not generally known to the public, whether in tangible or intangible form, in whatever medium provided, verbally or in writing, whether unmodified or modified by NETMONASTERY or its representatives, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, marketing materials, plans, financial information or projections, sales estimates, operations, business plans, business dealings and performance results relating to the past, present or future business activities of NETMONASTERY, and / or its affiliates; business opportunities, plans for services and customers; (ii) any scientific or technical information, invention, technical literature, design, process, procedure, formula (including algorithms), improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source codes, object codes, flow charts, databases, inventions, information, research, trade secrets including but not limited to data, in any form, which is used in the preparation of the source codes; (v) information in respect of the Software; (vi) legal information; (vii) any other information that should reasonably be recognized as confidential information of NETMONASTERY; (viii) any information that is communicated by NETMONASTERY to be Confidential Information of NETMONASTERY; and (ix) any information generated by the NETMONASTERY or by its representatives that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.
2.1.4. ‘Copyright’ means the exclusive right to do or authorize the doing of the following acts:
- to license the Software in any manner;
- to reproduce the Software in any material form including the storing of it in any medium by electronic means;
- to issue copies of the Software to the public;
- to perform the Software in public or communicate it to the public;
- to make translations and / or adaptations of the Software across different operating systems whether native or hybrid, presently in existence or as may in the future be developed; and
- to sell or give on commercial rental or offer for sale or for commercial rental any copy of the Software.
2.1.5. ‘Customer’ refers to the individual or Entity availing the SaaS Services and / or using and / or accessing the Software.
2.1.6. ‘Customer Information’ refers to the information provided by the Customer under this Agreement, including, email address, other contact information and any other information necessary for provision of SaaS Services and for grant of the Licence.
2.1.7. ‘Entity’ means and includes an artificial and / or juridical person, company, firm, association of persons, whether incorporated or not, government and / or local authority, more specifically; a company, corporation, trust, firm, limited liability partnership, or similar legal entity (excluding affiliates or subsidiaries which will be treated as a separate Entity); an agency / sub-department of a department of a government or local authority; and a non-governmental organization or non-profit organization.
2.1.8. ‘Force Majeure Event’ means any cause which renders NETMONASTERY wholly or partly unable to perform its obligations under this Agreement and which is not reasonably within the control of NETMONASTERY or which is not a result of the fault or negligence of NETMONASTERY and which occurs despite all reasonable attempts of NETMONASTERY to avoid or mitigate the inability to perform its obligations. A force majeure event will include without limitation, hacking, malware, etc., internet outage, server breakdowns, server downtime, system incompatibility; acts of God such as cyclones, hurricanes, floods, earthquakes, storms and other similar natural calamities, epidemics (which term will include pandemics); war, riots, civil disturbances, terrorist attacks, statutorily imposed trade restrictions; labour related disruptions such as strikes and lock-outs; acts of a government authority that delay the performance of a NETMONASTERY’s obligations under this Agreement.
2.1.9. ‘Intellectual Property Rights’ means all rights, title and interest, Copyright and any other related intellectual property rights in all editions of the Software and / or the SaaS Services, patents, utility models, rights to inventions, prototypes or products, Proprietary Marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for infringement, passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other allied intellectual property rights in all editions of the Software, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.1.10. ‘Licence’ means a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, and limited license to use the Software.
2.1.11. ‘Partner’ refers to NETMONASTERY’s partners, resellers, or distributors through whom the Customer executes this Agreement.
2.1.12. ‘Proprietary Marks’ means and refers to NETMONASTERY’s trade names, service marks, trademarks and logos, including but not limited to the term ‘NETMONASTERY’, ‘DNIF’, ‘DNIF HYPERCLOUD SIEM’ and such other trade names, service marks and trade marks as may be adopted by NETMONASTERY including, any characters, symbols, letters or indicia of the trade name, service marks or trademarks.
2.1.13. ‘Purchase Order’ refers to a written order raised by the Customer upon NETMONASTERY for availing the SaaS Services, specifying, amongst other things, the specific SaaS Services to be provided by NETMONASTERY, the amount of SaaS Fee and the period for provision of SaaS Services.
2.1.14. ‘SaaS Fee’ refers to the amount denominated in (INR / USD) payable for the SaaS Services and the Licence in the manner set out under the applicable Purchase Order.
2.1.15. ‘SaaS Services’ refers to the internet / cloud based services provided for use of the Software, including support and maintenance services, and as may be specifically stated in the applicable Purchase Order.
2.1.16. ‘Software’ means and refers to the computer programme known as ‘DNIF HYPERCLOUD SIEM’ including any ancillary updates, revisions, enhancements and patches; and comprising of proprietary and non - proprietary elements inter alia instructions expressed in words, codes, schemes or in any other form; machine-readable medium; and source code and object code, capable of causing a computer or series of computers to perform a particular task or achieve a particular result developed by NETMONASTERY.
2.2. Unless the context of this Agreement otherwise requires:
2.2.1. the headings are used for convenience and ease of reference and are not to be construed in the construction or interpretation of any provision of the Agreement;
2.2.2. any reference to the singular includes a reference to the plural and vice versa;
2.2.3. any references to the clauses will be deemed to be a reference to the clauses of this Agreement;
2.2.4. if any provision in this Agreement conflicts with the provisions contained in the Purchase Order, the provisions of this Agreement will prevail over the Purchase Order unless otherwise agreed between the Parties in writing;
2.2.5. reference in this Agreement to certain number of days will mean calendar days unless otherwise specified;
2.2.6. in the computation of periods of time from a specified date to a later specified date, the word ‘from’ will mean ‘from and including’ and the words ‘to’ and ‘until’ will each mean ‘to and including’; and
2.2.7. where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase will have the corresponding meanings.
- SaaS Services and Grant of Licence
3.1. NETMONASTERY will provide SaaS Services in accordance with this Agreement and the applicable Purchase Order. The Customer may be required to access the Software to avail the SaaS Services. Accordingly, NETMONASTERY grants the Customer the Licence to use the Software. NETMONASTERY may provide the Customer with infrastructure components and management, as set out in the applicable Purchase Order and subject to payment of applicable costs.
3.2. NETMONASTERY may offer additional features, including DNIF AI. If the Customer accesses DNIF AI features, the Customer may submit information, including, log samples, configuration files, event logs,metadata, and other information necessary to access DNIF AI features. DNIF AI features are powered by OpenAI. The Customer must read, understand, and accept the terms and conditions of OpenAI, prior to accessing DNIF AI features. NETMONASTERY will retain log samples and related data. This data will not be used by NETMONASTERY to train any AI models. NETMONASTERY may share information submitted by the Customer while accessing DNIF AI features with OpenAI. The Customer must ensure the following practices before submitting any information: (a) sanitize the information to ensure no personal information is submitted; and (b) pseudonymize (replace) any personal information to ensure it cannot be used to identify any person.
3.3. The SaaS Services and rights provided under this Agreement are limited to NETMONASTERY’s own Intellectual Property Rights. The Software may contain some open source software and / or other third party components, which NETMONASTERY is lawfully licensed to use. In each case, the Software will contain the licence agreements and / or intellectual property notices in relation to the open source software and / or other third party components. The Customer must read, accept and comply with the terms contained in each such licence agreement and / or intellectual property notices prior to using the Software.
3.4. NETMONASTERY may provide basic training services to the Customer for implementation of the SaaS Services, subject to payment of applicable fees.
- Conditions for Provision of SaaS Services and Grant of Licence
4.1. The Customer will provide Customer Information necessary for provision of SaaS Services. The Customer will designate an email account for registration for the SaaS Services and a point of contact for all communications under this Agreement.
4.2. The Customer may use and otherwise access the Software for its internal deployment only, which may include commercial and non-commercial uses. The Customer may permit its consultants, agents and / or employees to access and use the Software solely for the Customer’s benefit and in accordance with the terms of this Agreement. The Customer may designate one of the Customer’s users as an administrator, who will have control in managing the Customer’s subscription for SaaS Services with NETMONASTERY. The Customer will be provided with controls for technical and organizational measures at both the administrator and user level. Any such access or use will be subject to the same conditions that apply to the Customer under this Agreement, and the Customer will be jointly and severally liable for any actions and / or omissions of the consultants, agents and / or employees in relation to the use of the Software.
4.3. The Customer must not rent, lease, sell, transfer, assign, sub-license, distribute, disclose or otherwise create any third party rights in the Software in any form or make the Software available or accessible to third parties in any manner.
4.4. The Customer must not copy, decompile, reverse engineer, disassemble, translate, adapt, modify, publish, reproduce or create derivative works of the Software or any part thereof in any form, format or media. The Customer must not determine or attempt to determine or derive any source code, algorithms, methods, data structures or techniques embodied in the Software.
4.5. The Customer must not remove, bypass or circumvent any electronic or other forms of protection measure included in or with the Software.
4.6. The Customer must not alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Software.
4.7. The Customer must not alter, obscure or remove any of the NETMONASTERY’s Proprietary Marks attached to the Software for any purpose whatsoever, including without limitation, to resell the Software.
4.8. The Customer must not use the Software for any unlawful or immoral purpose including without limitation, circumvention of law, illegal activity or the commission of offences.
4.9. TThe Customer must comply with all Applicable Laws, including local laws of the country or region in which the Customer accesses and uses the Software. If the Applicable Law in the country in which the Customer accesses and / or uses the Software does not permit or restricts the use of the Software or transfer of the Customer’s Information to NETMONASTERY, the Customer will not use or otherwise access the Software.
- SaaS Fee
5.1. The Customer will pay NETMONASTERY the SaaS Fee, in accordance with the terms that are specifically set out in the applicable Purchase Order. NETMONASTERY will raise invoices upon the Customer for SaaS Fee. The terms for payment of SaaS Fees will be set out more specifically in the applicable invoice.
5.2. The SaaS Fee payable by the Customer will be subject to applicable taxes.
- Intellectual Property
6.1. NETMONASTERY owns the Copyright in all editions of the Software. The Intellectual Property Rights worldwide will remain with NETMONASTERY. No title to the Intellectual Property in the Software is transferred to the Customer and the Customer will not acquire any rights to the Software, whether by implication, operation of law or otherwise.
6.2. The Software is the property of NETMONASTERY and contains valuable assets and proprietary information of NETMONASTERY. The Customer must not undertake any activity that infringes NETMONASTERY’s Intellectual Property Rights.
6.3. NETMONASTERY’s Proprietary Marks are registered or registration has been applied for in various jurisdictions and the same is protected under applicable trade mark and other intellectual property laws. Any unauthorized copying, modification, use or publication of these marks is strictly prohibited and will be subject to appropriate legal proceedings.
6.4. NETMONASTERY does not claim any rights in the open source software and / or other third party software or components comprising the Software.
6.5. NETMONASTERY reserves the right to update, upgrade, modify and / or alter the Software in any manner it may deem fit at any time. Any update or alteration of the Software may require the Customer to reinstall the Software either completely or to the extent required for integration of the update.
- Data Privacy and Confidentiality
7.1. The Customer is put to notice that during the registration process with NETMONASTERY and / or during the provision of SaaS Services, NETMONASTERY will collect and retain limited Customer Information for the purpose of registration, account creation and to provide access to the Software and/or the SaaS Services. The Customer may submit information other than personal information while accessing DNIF AI features. The information submitted while accessing DNIF AI features is processed in real-time for analysis and validation.The Customer Information will be stored with standard security provisions and encryptions. The ownership of the Customer Information will at all time remain with the Customer. The Customer Information will be accessed only by persons required to access the information and will not be shared with third parties without the Customer’s consent. Any data that is required to be collected by NETMONASTERY will be kept confidential and will be used only for the purpose for which it is provided. The Customer will solely be responsible for maintaining secrecy of its login credentials used to avail the SaaS Services and access the Software.
7.2. NETMONASTERY’s commitment to protect Customer Information is subject to NETMONASTERY’s requirements under Applicable Law and NETMONASTERY reserves the right to cooperate with governmental authorities, private investigators and / or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, NETMONASTERY may disclose the Customer Information pursuant to any governmental, judicial, or administrative order, summons or regulatory request, provided that NETMONASTERY discloses only that portion of the Customer Information that NETMONASTERY is compelled to disclose and as specifically stated in the document demanding the disclosure. NETMONASTERY will not be liable for damages or consequences resulting from such disclosure.
7.3. The Customer acknowledges that the Confidential Information is proprietary to NETMONASTERY. The Customer will keep all Confidential Information strictly confidential. Save and except as provided under this Agreement, the Customer will not disclose the Confidential Information, under any circumstances, to any person who is not a direct party to this Agreement.
7.4. The term ‘Confidential Information’ will exclude information which: (i) is generally known by the public, through no act or omission of the Customer; (ii) is approved for disclosure by a written approval of NETMONASTERY; and (iii) is required to be disclosed pursuant to any governmental, judicial, or administrative order, summons or regulatory request. The Customer will bear the burden of proving the exclusions set out in this clause.
7.5. The Customer may disclose the Confidential Information pursuant to any governmental, judicial, or administrative order, summons or regulatory request, provided that the Customer discloses only that portion of the Confidential Information that the Customer is compelled to disclose and as specifically stated in the document demanding the disclosure. The Customer must promptly notify NETMONASTERY in writing, to the extent legally permissible and reasonably practicable, of the demand for compelled disclosure so that NETMONASTERY may seek a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. The Customer must not oppose and must cooperate with NETMONASTERY in respect of any request for a protective order or other relief.
7.6. The Customer will expressly inform their representatives, who have knowledge of the Confidential Information pursuant to this Agreement, of the proprietary nature of the Confidential Information and of the obligations set out under this Agreement, and require such representatives to be bound by written confidentiality restrictions no less stringent than those contained under this Agreement and assume full liability for the acts or omissions by their representatives that are inconsistent with the Customer’s obligations under this Agreement.
7.7. The Customer agrees that the unauthorized disclosure and use of Confidential Information would destroy or diminish the value of such Confidential Information. The Customer agrees that the damage to NETMONASTERY resulting from the unauthorized disclosure and use of Confidential Information is irreparable and likely to be incalculable and consequently, NETMONASTERY will be entitled to: (i) seek injunctive reliefs preventing the unauthorized use or disclosure of their Confidential Information; and (ii) recover their costs and fees, including attorneys’ fees, incurred in obtaining / pursuing any such relief.
7.8. The Customer’s duty to hold the Confidential Information in confidence will remain in effect until the Confidential Information no longer qualifies as confidential or until NETMONASTERY sends the Customer a written notice releasing the Customer from the confidentiality obligations under this Agreement, whichever occurs first.
- Representations and Warranties
8.1. The Customer represents that the Customer and its representative, who is executing this Agreement on behalf of the Customer has the legal power and authority to enter this Agreement. The Customer further represents that the Customer has neither falsely identified itself nor provided any false information to gain access to the Software.
8.2. The Customer warrants that the Customer will access the Software in accordance with the terms and conditions set out in this Agreement.
- Disclaimer of Warranties
9.1. Except as expressly set forth in this Agreement, the Software is provided “as is” with no warranties whatsoever, express or implied. To the full extent permitted by law, NETMONASTERY disclaims all warranties other than as expressly set forth herein including any implied warranties of merchantability or fitness for particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of the course of dealing or trade usage. Without limitation of the generality of the foregoing, NETMONASTERY does not warrant that the functioning and / or the use of the Software will be uninterrupted, error free, bug free or secure, or that all defects will be corrected.
9.2. The warranties, if any provided by NETMONASTERY either expressly or by implication do not apply to the Software, if the Software (a) has been altered, except by NETMONASTERY, (b) has not been installed, operated, repaired, updated to the latest version, or maintained in accordance with instructions supplied by NETMONASTERY from time to time, and / or (c) has been subjected to misuse and / or negligence.
- Limitation of Liability
10.1. To the full extent permitted by Applicable Law and notwithstanding any failure of essential purpose of any limited remedy or limitation of liability, NETMONASTERY and its affiliates, subsidiaries, officers, directors, employees will not be liable for any special, indirect, incidental, consequential or punitive damages (including any damages arising from loss of use, loss of data, lost profits or business interruption) arising out of or relating to this Agreement or the subject matter of this Agreement, and NETMONASTERY’s total cumulative liability arising out of or relating to this Agreement or the subject matter of this Agreement in any case will not exceed the last two months SaaS Fee paid to NETMONASTERY which may be calculated pro rata in case of yearly or multi year contracts, regardless of whether such liability arises from contract, indemnification, warranty, tort (including negligence), strict liability or otherwise, and regardless of whether NETMONASTERY has been advised of the possibility of such loss or damage. In addition, the Customer, and not NETMONASTERY, is solely responsible for the accuracy, quality and security of the Customer’s data and for maintaining a backup of all such data, and for ensuring the security and integrity of the Customer’s data, computers, networks and systems (including with respect to protecting against malware).
10.2. NETMONASTERY will not be responsible for any claims arising in connection with any information submitted by the Customer while accessing the DNIF AI features of the Software if the Customer fails to comply with the practices set out in clause 3.2. of this Agreement.
- Indemnity
11.1. The Customer agrees to indemnify, defend and hold harmless NETMONASTERY against any claim, demand, suit or proceeding brought against NETMONASTERY by a third party arising out of or relating to any breach of (i) representations and warranties; and (ii) provisions of this Agreement, and the Customer will pay all damages finally awarded against NETMONASTERY by a court of competent jurisdiction.
11.2. NETMONASTERY agrees to indemnify, defend and hold harmless the Customer harmless from and against any claim, demand, suit or proceeding brought against the Customer by a third party for infringement of its rights and / or intellectual property arising out of the Customer’s use of the Software in accordance with this Agreement.
11.3. Notwithstanding the above clauses, NETMONASTERY has no obligation to indemnify the Customer with respect to: (a) use of the Software in a manner that is not permitted under this Agreement or that is inconsistent with the terms of the Licence; (b) the combination of the Software with hardware or other enhancement not provided by NETMONASTERY, or with third-party services, processes or materials; (c) the Customer’s continued use of the Software or other allegedly infringing activity after receiving notice of the alleged infringement; or (d) any version of the Software that is no longer supported by NETMONASTERY.
- Termination
12.1. This Agreement will remain in force for the term set out under the applicable Purchase Order unless terminated earlier in accordance with the provisions of this Agreement.
12.2. NETMONASTERY will be entitled to terminate this Agreement with immediate effect without being obligated to serve a notice and without providing an opportunity to cure if: (i) the Customer fails to comply with any conditions for provision of SaaS Services and use of the Software as set out under this Agreement; (ii) the Customer is in breach of any representation and warranty made under this Agreement; (iii) the Customer initiates directly or indirectly, or takes a direct financial interest in, any assertion of a patent or copyright in Software; and / or (iv) the Customer becomes insolvent or goes into liquidation, either compulsorily or voluntarily. Notwithstanding the foregoing, if NETMONASTERY files a claim or suit alleging infringement of Intellectual Property against the Customer, this Agreement will automatically terminate.
12.3. The parties will be entitled to terminate this Agreement for any breach of provisions of this Agreement that is capable of being cured after providing a 30 (thirty) days notice period to the defaulting Party to cure the breach, failing which the Agreement will stand terminated.
12.4. Upon the termination of this Agreement, the Customer must: (i) cease all use of the Software; (ii) return / destroy all material embodying NETMONASTERY’s Confidential Information, as may be directed by NETMONASTERY; and (iii) destroy all copies, full or partial, of the Software that may remain in the Customer’s possession by oversight.
12.5. All provisions of this Agreement which by their nature survive termination, will survive termination, including without limitation intellectual property, data privacy and confidentiality, representations and warranties, disclaimer of warranties, indemnity, limitations of liability, and governing law and dispute resolution. Termination of this Agreement will not relieve the Customer of any obligations arising or accruing prior to such termination or limit any liability which the Customer otherwise may have towards NETMONASTERY, including without limitation any indemnification obligations.
- Governing Law and Dispute Resolution
13.1. The terms of this Agreement will be governed by the substantive laws of India, without giving effect to the conflicts of law principles of any jurisdiction. For Customers, other than those located in India, this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13.2. Any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity, or termination, will, so far as it is possible, be settled amicably by negotiations between the Parties. If the negotiations are inconclusive, the dispute, controversy, or claim will be referred to and finally resolved by arbitration. The seat and venue of the arbitration will be Mumbai, India. The Tribunal will consist of one arbitrator, appointed by the parties mutually. The language of the arbitration will be English. The law governing this arbitration agreement will be the Arbitration and Conciliation Act, 1996 (as amended and re-enacted at the relevant time).
- Relationship between the Parties
The relationship between the Parties will be on a principal-to-principal basis. No agency, partnership, or joint venture is created as a result of this Agreement. - Assignment
The Customer may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. NETMONASTERY may assign this Agreement in whole or in part without any reference to the Customer. - Waiver
The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. - Severability
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. - Force Majeure
18.1. NETMONASTERY’s obligations under this Agreement will be suspended on the occurrence of a Force Majeure Event and NETMONASTERY will not be liable for any cost, loss, damages, claim or action arising out of non-performance of the obligations under this Agreement.
18.2. Force Majeure Event will not include an event that deems the arrangement under this Agreement commercially onerous to either party.
- Amendment
No amendment to or modification of this Agreement will be binding unless in writing and signed by NETMONASTERY. - Notices
All notices required or permitted under this Agreement will be in writing and delivered by email and in each instance, will be deemed to be served immediately if no delivery failure report is received by the sender. All communications to NETMONASTERY will be addressed to legal@dnif.it. All communications to the Customer will be addressed to the email address provided by the Customer at the time of registration with NETMONASTERY. - Entire Agreement
This Agreement and the Purchase Order constitute the entire agreement between NETMONASTERY and the Customer with respect to the SaaS Services and use of the Software under this Agreement and supersedes all prior or contemporaneous understandings regarding such subject matter.