Who we are
Welcome to www.proptorapp.com (“Service” or “Site” or “Website”), which is owned and
operated by Maces Tech Private Limited, a Private Limited Company incorporated under the
under the Companies Act, 2013 and having its Corporate office at Plot 2/1E, Lohiya Nagar,
Kholeshwar, Akola, Maharashtra 444001 India (Hereinafter referred to as “Proptor, “Proptor
App”, “we”, “Maces Tech” or “us”).
What we do at Maces Tech
Maces Tech (via its product “Proptor” or “Proptor App”) is in the business of supplying the
real estate and other sectors with professional grade software and services for simplifying
operations, maintenance and asset management functions. Proptor CMMS runs as a
software-as-a-service that securely protects your important information.
By signing an Order Form, or accessing or using the services provided by Maces Tech Private
Limited (“ProptorApp or Proptor”), you agree, on behalf of you and your company
Form, the “Agreement”). For good and valuable consideration, the receipt of which is
acknowledged by each party, the parties agree as follows:
- “Contract Start Date” means the commencement of the Initial Term, as set forth in
the Order Form.
“Customer Content” means any information, data, images, and other content, in any
form or medium, that is submitted by or collected from or on behalf of Customer
through the Services, including data and information collected from or pertaining to
Users, but excluding the Usage Data.
“Documentation” means the documentation that Proptor makes generally available
to its customers in any form related to the Services.
- “Effective Date” means the date set forth in the Order Form.
- “Fees” means the fees set forth in an Order Form for the Services and Professional
Services, if applicable.
- “Initial Term” means the initial term length for the Services set forth in the Order
- “Intellectual Property Rights” means all patent, copyright, trademark, trade secret,
rights in know-how, business domain names, designs, and other proprietary and
intellectual property rights recognized in any jurisdiction worldwide, including moral
- “Marks” means a party’s name, logo, and trademarks.`
- “Order Form” means the initial order for the Services, and any subsequent orders,
entered into between the parties in writing (including via a web interface), specifying,
among other things, the Services, Fees, payment terms, and other relevant terms as
agreed to between the parties.
- “Professional Services” means any professional or consulting services that are
ancillary to the Services rendered by Proptor to Customer, such as integration
services, but specifically excluding any support and maintenance provided hereunder.
- “Reports” means the tangible reports generated by Customer’s use of the Services.
- “Services” means the products and services set forth in an executed Order Form that
are made available by Proptor to Customer, including the Proptor website, software,
API, and mobile application.
- “Services Term” is defined in Section 10.1 below.
- “Term” is defined in Section 10.1 below.
- “Third-Party Services” means any products or services provided by third parties that
may be integrated with or accessed through the Services.
- “Trial” is defined in Section 10.2. Use of the Services during the Trial Period (as either
defined in the Order Form, if applicable, or the period in which Customer uses the
Services on a trial basis) is subject to the terms of this Agreement, as modified by
- “Usage Data” means any anonymized and aggregated data that is derived from the
processing of the Customer Content or the access or use of the Services by or on behalf
of Customer, that in no way identifies or refers to Customer or Users, and any
statistical or other analysis, information, or data based on or derived from the
- “User” means Customer’s employees, independent contractors, or other third parties
who are authorized by Customer to access and use the Services under the rights
granted to Customer in the Agreement. The number of Users authorized to access the
Services is set forth on the applicable Order Form, if applicable.
- 2.1. Provision of the Services. During the Services Term and subject to the terms
and conditions of the Agreement: (i) Customer may access and use the Services
pursuant to the terms of the Agreement; and (ii) Proptor hereby grants to Customer a
limited, non-exclusive, non-transferable (except as set forth in Section 11),
nonsublicensable license to use and copy the Documentation as reasonably required to
access and use the Services. Proptor will use commercially reasonable efforts to
maintain the security of the Services.
- 2.2. Modifications. Proptor may revise or remove features, functionality, or service
levels of the Services at any time. If any such revision or removal materially degrades
Customer’s use of the Services, Customer may within thirty (30) days’ notice of the
revision or removal terminate the applicable Order Form, without cause. Proptor will
use commercially reasonable efforts to notify Customer of any changes to the Services
via email and/or by posting such changes to Proptor’s website.
relation to any data collected from Users through their use of the Services. Proptor
- 3.1. Use of the Services. Customer shall: (i) have sole responsibility for the accuracy,
quality, integrity, legality, reliability, and appropriateness of all the Customer
(ii) use commercially reasonable efforts to prevent unauthorized access to, or use of,
the Services and notify Proptor immediately of any such unauthorized access or use;
and (iii) provide all necessary personnel and other resources, as reasonably requested
by Proptor, to enable Proptor to fulfill its obligations hereunder. Customer is fully
responsible and liable for all Users’ use of the Services. In the event Customer
- 3.2. Restrictions. Customer may use the Services solely as set forth in the
Agreement and will not: (i) copy, modify, or create derivative works or improvements
of the Services; (ii) reverse engineer, disassemble, decompile, modify, or alter the
Services; (iii) remove, circumvent, disable, damage, or otherwise interfere with or
disrupt the integrity or performance of the Services or any security-related features
therein; (iv) input, upload, transmit, or otherwise provide to or through the Services,
any information or materials that are unlawful or injurious, or contain, transmit, send,
or store material containing harmful computer code, files, scripts, agents, or
programs; (v) rent, lease, loan, resell, sublicense, distribute, or otherwise
commercially exploit or make available the Services to any third party or use the
Services for service bureau or time-sharing purposes; or (vi) develop or have
developed any products, services, or other materials that compete with the Services
or otherwise compete with Proptor’s business. Each User’s right to access and use the
Services through its individual account is personal to such User and such account may
not be shared with other individuals. A User account may only be reassigned to a new
User who is replacing the applicable User. Other than User log-in information,
Customer will not upload any personal information, as may be defined by applicable
- 3.3. Customer Content. Customer hereby grants to Proptor a limited, non-exclusive,
non-transferable (except as set forth in Section 11) right and license during the
applicable Services Term to: (i) download, receive, collect, access, modify, copy,
retain, and otherwise use the Customer Content in order to provide and support the
Services in accordance with the Agreement and to internally develop and improve its
products and services; and (ii) provide access to the Customer Content by Third-Party
Services selected by Customer or otherwise upon Customer’s consent or direction.
Customer acknowledges and agrees that Proptor has no responsibility for the services
or content of any Third-Party Services and will have no liability for the acts or
omissions of such Third-Party Services. Any activities related to Third-Party Services,
and any terms associated with such activities, are solely between Customer and the
applicable Third-Party Services.
- 3.4. Aggregate Data. Customer hereby grants to Proptor a non-exclusive,
worldwide, perpetual, irrevocable, fully paid, royalty-free right and license to
retain, store, use, modify, distribute, and disclose the Customer Content in aggregated
and anonymized form and any inferred insight relating to the Customer Content for
any purpose whatsoever, provided that any such disclosure does not identify
Customer or Users by name or description sufficient to identify Customer or Users as
the source or subject of such information, in whole or in part.
4. Fees & Payment.
- 4.1. Fees. Customer will pay the Fees specified in the applicable Order Form. All Fees
are non-refundable except as otherwise specifically set forth in the Agreement. Unless
otherwise stated in the Order Form, all Fees will be payable thirty (30) days from the
invoice date. Any payment not received from Customer by the due date may accrue,
at Proptor’s discretion, late charges at the rate of one and a half percent (1.5%) of
outstanding balance per month, or at the maximum rate permitted by law, whichever
is lower, from the date such payment was due until the date fully paid.
- 4.2. Taxes. Fees are exclusive of all local, state, federal, and foreign taxes, levies,
duties of any nature (“Taxes”), and Customer is responsible for payment of all Taxes,
excluding only Government of India taxes based on Proptor’s income. If Proptor has
the legal obligation to pay or collect Taxes for which Customer is responsible pursuant
to this Section 4.2, the appropriate amount will be invoiced to and paid by Customer,
unless Customer provides Proptor with a valid tax exemption certificate authorized by
the appropriate taxing authority. Customer will indemnify, defend, and hold Proptor,
its officers, directors, consultants, employees, successors, and assigns harmless from
all claims and liability arising from Customer’s failure to report or pay any such
- 4.3. Professional Services; Additional Charges. Unless otherwise set forth in an
Order Form and as applicable, Customer will pay the Professional Services Fees set
forth in the Order Form within thirty (30) days of the invoice date. If Customer
requests Proptor to provide Professional Services at Customer’s location or any other
location other than Proptor’s offices, Customer will reimburse Proptor for all
reasonable travel and out-of-pocket expenses incurred by Proptor. Proptor will submit
accurate and complete records to substantiate such expenses. Proptor may charge
additional amounts for data storage that exceeds the then-current maximum capacity,
if any, available for the given Services. In the event Customer requests an additional
number of Users of the Services, Customer shall pay to Proptor any additional Fees for
such Users as set forth in the Order Form or as otherwise mutually agreed to.
- 4.4. Audit. Upon Proptor’s request, Customer shall certify in a signed writing that its
and all Users’ use of the Services is in full compliance with the terms of the
Proptor, or its authorized representative, may, upon ten (10) days’ prior notice,
inspect and audit Customer’s records and use of the Services to confirm its compliance
with the Agreement (including the identities of all Users). All such inspections and
audits will be conducted during regular business hours and in a manner that does not
unreasonably interfere with Customer’s business activities. Customer is responsible
for such audit costs only in the event the audit reveals that Customer’s use is in
violation of the Agreement, including underpayment of Fees.
- 5.1. Customer IP. As between Customer and Proptor, Customer owns all right, title,
and interest in and to: (i) the Customer Content and Customer’s Marks; (ii) Customer’s
Confidential Information; (iii) the Reports (excluding the Proptor IP as defined below);
and (iv) all Intellectual Property Rights in the foregoing (collectively, the “Customer
IP”). Except as expressly set forth in the Agreement, no license or other rights to any
of the Customer IP are granted to Proptor, and all such rights are hereby expressly
- 5.2. Proptor IP. Proptor owns all right, title, and interest in and to: (i) the
the Documentation, and Proptor’s Marks, and any and all enhancements,
improvements, developments, derivative works, or other modifications (including any
changes which incorporate any of Customer’s ideas, feedback, or suggestions) made
or related to the Services or the Documentation; (ii) the Usage Data; (iii) Proptor’s
Confidential Information; and (iv) all Intellectual Property Rights in the foregoing
(collectively, the “Proptor IP”). Except as expressly set forth in the Agreement, no
license or other rights to any of the Proptor IP are granted to Customer, and all such
rights are hereby expressly reserved.
7. Representations & Warranties.
- 6.1. Confidential Information. As used herein, “Confidential Information” means all
non-public information disclosed by a party (the “Disclosing Party”) to the other party
(the “Receiving Party”), whether orally or in writing, that is designated as
“Confidential,” “Proprietary,” or the like and/or information that the Receiving Party
should reasonably understand as being confidential or proprietary to the Disclosing
Party given the nature of the information and the circumstances of the disclosure,
including without limitation, the Agreement and the terms set forth in the Order Form
(which will be deemed Confidential Information of both parties), business and
marketing plans, financial information, technology and technical information, designs,
and business processes. Confidential Information will not include any information
that: (i) is or becomes generally known to the public without the Receiving Party's
breach of any obligation owed to the Disclosing Party; (ii) was in the rightful
or known by the Receiving Party prior to receipt from the Disclosing Party without
breach of any obligation owed to the Disclosing Party; (iii) is received from a third
who obtained such Confidential Information without any third party's breach of any
obligation owed to the Disclosing Party; or (iv) was independently developed by the
Receiving Party without the Receiving Party's breach of any obligation owed to the
- 6.2. Protection. Each party will not disclose the other party’s Confidential
Information, or use the other party’s Confidential information, for any purpose other
than to perform its obligations or exercise its rights under the Agreement, and will
protect the confidentiality of the Confidential Information of the other party in the
same manner that it protects the confidentiality of its own proprietary and
confidential information of like kind, but in no event will either party exercise less
reasonable care in protecting such Confidential Information. The Receiving Party may
disclose Confidential Information to its employees, agents, contractors, Affiliates, and
other representatives having a legitimate need to know, provided that such
representatives are bound to confidentiality obligations no less protective of the
Disclosing Party than this Section 6 and that the Receiving Party remains responsible
for compliance by any such representative with the terms of this Section 6.
- 6.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose
Confidential Information of the Disclosing Party, it will provide the Disclosing Party
with prior written notice of such compelled disclosure and reasonable assistance (at
Disclosing Party's cost) if the Disclosing Party wishes to contest the disclosure.
- 6.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or
use) any Confidential Information of the Disclosing Party in breach of this Section 6,
the Disclosing Party will have the right, in addition to any other remedies available to
it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by
the parties that any other available remedies are inadequate.
- 7.1. Mutual Warranties. Each party represents and warrants that: (i) it is duly
organized, validly existing, and in good standing under the laws of its jurisdiction of
formation; (ii) it has full right, power, and authority to enter into and perform its
obligations under the Agreement; (iii) the Agreement, when executed and delivered,
will constitute a valid and binding obligation of such party and will be enforceable
against such party in accordance with its terms; and (iv) the performance of its
obligations under the Agreement will not violate any applicable law, rule, or
regulation, including those related to data privacy.
- 7.2. By Customer. Customer represents and warrants that its use of the Services,
including the Customer Content provided in connection with the Services, will not
violate any applicable law, rule, or regulation, infringe any third party’s intellectual
property, privacy, or publicity right, or cause a breach of any agreement with any third
- 7.3. By Proptor. Proptor represents and warrants that the Services and Professional
Services, as applicable, will be provided in all material respects in accordance with
Documentation and otherwise be performed in a manner consistent with generally
accepted industry standards. Customer’s sole remedy and Proptor’s sole obligation
for any such failure will be for Proptor to use commercially reasonable efforts to
correct such non-compliance, provided that in the event such non-compliance cannot
be corrected within thirty (30) days, Customer may terminate the Agreement and
receive a prorated refund for any prepaid, unused Fees.
- 7.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7,
THE SERVICES, THE REPORTS, AND ALL RELATED DELIVERABLES AND SERVICES ARE
PROVIDED “AS IS.” PROPTOR MAKES NO ADDITIONAL REPRESENTATION OR
WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY
OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. PROPTOR
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
PROPTOR DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR WILL BE
SECURE OR UNINTERRUPTED. PROPTOR WILL NOT BE LIABLE FOR ANY IMPACT TO THE
SERVICES CAUSED BY CUSTOMER’S MACHINES OR EQUIPMENT.
9. Limitations of Liability.>
- 8.1. By Proptor. Subject to the other provisions of this Section 8, Proptor will
defend, indemnify, and hold Customer and its officers, directors, consultants,
employees, successors, and assigns (“Customer Indemnitees”) harmless against any
and all losses, damages, liabilities, and costs, including reasonable attorneys’ fees
(“Damages”) incurred by Customer Indemnitees arising out of or relating to any
thirdparty claim, suit, action, or proceeding (“Claims”) that allege: (i) Proptor’s
any of its representations, warranties, or obligations set forth in Sections 6 or 7.1 of
the Agreement; and (ii) Customer’s use of the Services in compliance with the
Agreement infringes any third party’s Intellectual Property Right (an “IP Claim”). The
foregoing obligation does not apply to any IP Claim to the extent arising out of or
relating to: (a) modifications to the Services not made or authorized by Proptor; (b)
materials supplied by or on behalf of Customer, including without limitation the
Customer Content; (c) combination of the Services with products or services, including
any Third-Party Services and Hardware; (d) designs or instructions provided by
Customer to Proptor; (e) Customer’s continued use of the allegedly infringing material
after being notified of modifications that would have avoided such alleged
infringement; or (f) Customer’s use of the Services not strictly in accordance with the
- 8.2. Infringement Remedies. If Proptor or a court or other body of competent
jurisdiction determines that the Services is or may be infringing, Proptor may, at its
option and expense: (i) replace or modify the Services to be non-infringing, provided
that such modification or replacement contains substantially similar features and
functionality; (ii) obtain for Customer a license to continue using the Services; or
neither of the foregoing is commercially practicable, terminate the Agreement and
Customer’s rights hereunder and provide Customer a prorated refund for any prepaid,
unused Fees. THE REMEDIES SET FORTH IN THIS SECTION 8 STATE CUSTOMER’S SOLE
AND EXCLUSIVE REMEDY AND PROPTOR’S SOLE AND EXCLUSIVE LIABILITY IN
RELATION TO AN IP CLAIM.
- 8.3. By Customer. Subject to the other provisions of this Section 8, Customer will
defend, indemnify, and hold Proptor and its officers, directors, consultants,
employees, successors, and assigns (“Proptor Indemnitees”) harmless against any and
all Damages incurred by Proptor Indemnitees arising out of or relating to a Claim that:
(i) alleges Customer’s breach of any of its representations, warranties, or obligations
set forth in Sections 3, 6, or 7 of the Agreement; and (ii) relates to the Customer
Content as used by Proptor in accordance with the Agreement.
- 8.4. Procedure. Each indemnifying party’s obligations as set forth in this Section 8
are contingent on: (i) the indemnitee providing the indemnifying party with prompt
written notice of the Claim (and any information that may reasonably give rise to a
Claim), but only if the indemnifying party is materially adversely prejudiced by failure
to receive such notice; (ii) the indemnifying party having the right to defend the Claim
at its own expense and with counsel of its choosing; (iii) the indemnifying party having
the right, in its sole discretion, to settle the Claim so long as such settlement does
impose any monetary or material non-monetary obligations on the indemnitee (other
than indemnitee no longer using the Services, as the case may be), and provided that
the indemnitee will be included in any release language as part of any such settlement;
and (iv) the indemnitee providing (at the indemnifying party’s expense) such
assistance and information as the indemnifying party may reasonably require to
investigate, defend, or settle the Claim.
10. Term & Termination
- 9.1. Consequential Damages Exclusion. EXCEPT FOR: (i) A BREACH BY EITHER PARTY
OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6; (ii) EACH PARTY’S RESPECTIVE
INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT; OR (iii) INTENTIONAL
MISCONDUCT OR GROSS NEGLIGENCE (THE “EXCLUSIONS”), NEITHER PARTY MAY BE
HELD LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOOD WILL, BUSINESS
INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA,
COST OF COVER, OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND ARISING OUT OF THE AGREEMENT.
- 9.2. Limitation of Liability. EXCEPT FOR THE EXCLUSIONS, PROPTOR’S MAXIMUM
CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT FOR ANY
CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION,
WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT
EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO PROPTOR IN THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING
RISE TO THE CLAIM. PROPTOR’S TOTAL LIABILITY WITH RESPECT TO AN IP CLAIM
UNDER SECTION 8.1 WILL NOT EXCEED THE GREATER OF (1) ONE MILLION INDIAN
RUPEES (INR. 10,00,000), OR (2) ONE TIME THE TOTAL FEES PAID BY CUSTOMER TO
PROPTOR IN THE PRIOR TWELVE (12) MONTH PERIOD.
11. General Provisions.
- 10.1. Term. The Agreement begins on the Effective Date and, unless earlier
terminated pursuant to the Agreement, will continue in effect for so long as there is
an active Order Form (the “Term”). The term of each Order Form will commence on
the Contract Start Date. Unless otherwise stated in the applicable Order Form, each
Order Form will automatically renew for successive twelve (12) month periods
(each, a “Renewal Term,” and the Initial Term and each Renewal Term, the “Services
Term”), unless either party provides at least thirty (30) days’ prior written notice
(email shall suffice) to the other party of its intent not to renew or to downgrade the
- 10.2. Trial. If applicable, during the Trial Period, Customer may, for no Fees, evaluate
the performance and functionality of the Services and the Hardware (the “Trial”).
Unless Customer has notified Proptor in writing prior to the end of the Trial that it is
terminating at the end of the Trial, the Initial Term set forth in the Order Form will
automatically commence, at which time Proptor will automatically charge Customer
for any applicable Fees related to the Services for the Initial Term in accordance with
this Agreement. In the event Customer terminates the Order Form at the end of the
Trial, Customer will be liable for the Subscription Fees set forth in the Order Form and
Customer’s credit card on file will be automatically charged for such Fees.
Notwithstanding anything to the contrary herein, in the event Customer has signed up
for a Trial on Proptor’s website: (i) Customer may choose to upgrade to a paid
subscription at which point Customer will be charged in accordance with the Order
Form; and (ii) Customer’s Trial will continue until either party terminates the Trial at
its sole discretion. PROPTOR’S REPRESENTATIONS, WARRANTIES, AND
INDEMNIFICATION OBLIGATIONS HEREIN WILL NOT APPLY TO CUSTOMER’S USE OF
THE SERVICES OR THE HARDWARE DURING THE TRIAL PERIOD. FOR THE TRIAL,
CUSTOMER’S GENERAL LIABILITY CAP UNDER SECTION 9.2 WILL BE THE AGGREGATE
FEES THAT WOULD BE PAYABLE BY CUSTOMER FOR AN ANNUAL SUBSCRIPTION (AS
MAY BE SET FORTH IN THE APPLICABLE ORDER FORM) AND PROPTOR WILL HAVE NO
LIABILITY TO CUSTOMER WHATSOEVER.
- 10.3. Termination for Cause. Either party may terminate the Agreement or any
Order Form with immediate effect, in whole or in part, by giving the other party prior
written notice, if the other party: (i) commits a material breach of any of its
under the Agreement, which breach is not cured within thirty (30) days following
receipt of written notice, or the parties agree cannot be cured within thirty (30) days;
(ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they
become due; (iii) files or has filed against it, a petition for voluntary or involuntary
bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any
proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or
seeks to make a general assignment for the benefit of its creditors; (v) applies for or
has appointed a receiver, trustee, custodian, or similar agent appointed by order of
any court of competent jurisdiction to take charge of or sell any material portion of
property or business; or (vi) has wound up or liquidated its business, voluntarily or
- 10.4. Termination or Suspension by Proptor. Proptor may terminate the
Agreement or the applicable Order Form upon Customer’s failure to make any
payments due hereunder, and not disputed in good faith, within five (5) business days
following Customer’s receipt of written notice regarding such failure to pay. In the
event that Proptor reasonably suspects Customer or a User is in breach of Section 3.2
or any applicable laws, rules, or regulations, Proptor may immediately terminate or
suspend Customer’s or such User’s access to the Services without advanced notice, in
addition to any other remedies as Proptor may have.
- 10.5. Effects of Termination. Upon expiration or termination of the Agreement: (i)
Customer will cease all use of the applicable Services and delete, destroy, or return
copies of the applicable Documentation in its possession or control; (ii) Customer will
be responsible for payment of any monies (including any Fees and expenses) due to
Proptor for any period prior to the effective date of such termination; and (iii) each
party will return or destroy (and provide certification of such deletion upon request)
any of the other party’s Confidential Information then in its possession and Proptor
will delete the Customer Content, provided that Proptor may retain one copy of the
Customer Content and Customer’s Confidential Information solely for archival
purposes or compliance with any legal requirement and in accordance with its data
retention policy. Notwithstanding the foregoing, Proptor has no obligation to retain
the Customer Content after termination of the Agreement.
- 10.6. Surviving Provisions. Sections 1, 3.2, 4, 5, 6, 7.4, 8, 9, 10.5, 10.6 and 11
(together with all other provisions, including without limitation, all Order Forms, that
may be reasonably interpreted as surviving termination or expiration of the
Agreement) will survive the termination or expiration of the Agreement.
- 11.1. Publicity. Proptor may include Customer on its customer lists. Any other use
of a party’s Marks is subject to the other party’s prior consent, in each instance. All
use of a party’s Marks will be in accordance with its trademark guidelines, if provided.
- 11.2. No Waiver. The Agreement may not be altered, amended, or modified in any
way except by a writing signed by both parties. The failure of a party to enforce any
provision of the Agreement will not be construed to be a waiver of the right of such
party to thereafter enforce that provision or any other provision or right.
- 11.3. Severability. In the event that any provision of the Agreement is determined
to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the rest
the Agreement will remain in full force and effect.
- 11.4. Governing Law. The Agreement will be interpreted, construed, and enforced
in all respects in accordance with the laws of the Akola, Maharashtra, India without
reference to its choice of law rules and not including the provisions of the 1980 U.N.
Convention on Contracts for the International Sale of Goods. Each party hereby
irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and
local courts in Akola, Maharashtra, India in connection with any action arising out of
or in connection with the Agreement.
- 11.5. Relationship. Proptor and Customer are independent contractors and the
Agreement will not establish any relationship of partnership, joint venture,
employment, franchise, or agency between Proptor and Customer. Neither party has
any right or authority to assume or create any obligations of any kind or to make any
representation or warranty on behalf of the other party, whether express or implied,
or to bind the other party in any respect whatsoever. The Agreement does not confer
any benefits on any third party unless expressly stated therein.
- 11.6. Force Majeure. Except for Customer’s payment obligations, neither party will
be liable for failure to perform or delay in performing any obligation under the
Agreement if such failure or delay is due to fire, flood, earthquake, strike, war
(declared or undeclared), embargo, blockade, legal prohibition, governmental action,
riot, insurrection, epidemic or pandemic, damage, destruction, power outage,
telephone outage, internet access provider failure, or any other similar cause beyond
- 11.7. Assignment. Neither party may assign or delegate its rights, duties, and
obligations under the Agreement without the other party’s prior written consent,
which consent will not be unreasonably withheld or delayed, except that a party may
assign the Agreement without the other party’s consent to a successor (including a
successor by way of merger, acquisition, sale of assets, or operation of law) if the
successor agrees to assume and fulfill all of the assigning party’s obligations under
Agreement; provided that in the event Customer assigns the Agreement to a
competitor of Proptor (as reasonably determined by Proptor), Proptor may
immediately terminate the Agreement. Subject to the foregoing, the Agreement will
bind and inure to the benefit of the parties and their respective successors and
- 11.8. Notices. Any notice required or permitted by the Agreement will be in writing
and will be sent by facsimile, email, courier, or personal delivery, if to Customer then
at the address provided on the Order Form, and if to Proptor then at Plot 2/1E, Lohiya
Bungalow, Lohiya Nagar, Kholeshwar, Akola – 444001, Maharashtra, India, with
Attention to Legal Department, or at such other address for which such party gives
notice hereunder. Notice is effective upon receipt. Notwithstanding the foregoing,
Customer consents to receive electronic communications that may be sent by Proptor
(including through the Services, such as posting on Customer’s account) and any such
communication will constitute notice under this Section 11.8.
- 11.9. Entire Agreement. The Agreement constitutes the entire agreement and
supersedes all prior or contemporaneous oral or written agreements regarding the
subject matter hereof. With the exception of an Order Form, any purchase order,
written terms or conditions, or other document that Customer sends to Proptor
(whether prior to or after execution of the Agreement) that contains terms that are
different from, in conflict with, or in addition to the terms of the Agreement are
hereby rejected and will be void and of no effect.