Terms of Service

KALIPER Subscription Terms of Service (Agreement) is entered into by and between the KALIPER legal entity Cubestack Solutions pvt ltd (KALIPER) and Individual or Legal entity intending to buy the services or use the services (Customer, You).  

If you are an Individual using or accessing services on behalf of your company a separate legal entity then you represent that you are authorised person to accept this agreement on behalf of your company.

By registering on KALIPER or using services you agreeing to be bound by the terms and conditions of this Agreement.  If you do not agree to be bound by this terms of agreement or you do not have authority to bind customer then you may not use the services.

The effective date of this agreement is the date of registration on KALIPER.

Use of the Website is available only to persons who can form legally binding contracts under applicable law. Persons who are “incompetent to contract” are not eligible to use the service. If you are below 18 years of age, you are prohibited to use/purchase/contract from/with this website. Such persons are also prohibited from purchasing any material which is for adult consumption, the sale or purchase of which to/by minors are strictly prohibited

The Service is not available to persons whose membership has been suspended or terminated by KALIPER. for any reason whatsoever. If you are registering as a business entity, you represent that you have the authority to bind the entity to this User Agreement. 

Except where additional terms and conditions are provided which are product specific, these terms and conditions supersede all previous representations, understandings, or agreements and shall prevail notwithstanding any variance with any other terms of any order submitted. 

Modification of Services:

KALIPER may modify this Agreement. KALIPER will take reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other channels. Customer may be required to accept or otherwise agree to the new Agreement before renewing a Subscription Term or placing the order. If Customer do not accept changes in the agreement, Customer may terminate the Subscription and fees for remaining period may be refunded .

By using the services of KALIPER or by registration on KALIPER you agree to be bound by theses Terms and Conditions. IF YOU DO NOT AGREE TO THIS TERMS OF SERVICES OR YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER THEN DO NOT USE THE SERVICES.

Definitions:

“We’, ‘Us’, “KALIPER” means Cubestack Solutions Pvt Ltd, its employees, representatives and contractors 

“Website” means kaliper.io, where you have to signup for using our services

“Solution/Services” means KALIPER.io analytics planning and data monitoring services which will be made available by US for a customer to use this as a service over the internet as per the agreement. 

“Dashboard” KALIPERs user interface for accessing the service and managing the activities via web  

"Account", “Agent Account”, “User Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

Business Day" means any weekday other than a bank or public holiday in India;

"Business Hours" means the hours of 09:00 to 17:00 IST on a Business Day;

“Web SDK” means KALIPER SDK which is to be integrated on the customers website 

“Mobile SDK”

"Customer Data" means all data, works and materials: uploaded/shared through integration or stored on the Platform by the Customer; transmitted from customer application to the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer. Including data provided by or about people generated through widget and logs while using the services.  

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding data with respect to which the Provider is a data controller;

“Third Party Software” includes any third-party software that may be included with the Services

1. License
   1. KALIPER grants You a nonexclusive, nontransferable, revocable  license to use the services through User account created on registration on KALIPER
   2. The license granted under clause 1.1 is subject to following limitations

1. Services  may only be used by the officers, employees, agents and subcontractors of the Customer.
2. Services may only be used by the named users identified in User account and Agent accounts created on KALIPER OR providing that the customer may change, add or remove designated named users in accordance with online processes available on KALIPER  
3. Services must not be used at any point in time by more than the number of registered users you have subscribed for. Providing that the customer may add or remove user licenses by subscribing and other plans of KALIPER

3. Subscription Basis: You acknowledge and agree that as described further herein, Your license to use the Services is provided on a term, paid-subscription basis.

4. Third Party Software. The Services may contain Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from KALIPER  and are made a part of and incorporated by reference into Terms of Agreement. By accepting the Terms, You are also accepting the additional terms and conditions, if any, mentioned here in.
   
   
5. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the KALIPER to the Customer under Clause12.1 is subject to the following prohibitions:

1. The Customer must not sub-license its right to access and use the Services
2. The Customer must not permit any unauthorized person to access or use the Services
3. The Customer must not use the Services to provide services to third parties
4. The Customer must not republish or redistribute any content or material from the Services and
5. The Customer must not make any alteration to the Platform except as permitted by the Documentation

6. The Customer shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Services using Agent or Admin Account.

7. The KALIPER shall use reasonable endeavors to maintain the availability of the Services to the Customer, but does not guarantee 100% availability. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

A Force Majeure Event

1. a fault or failure of the internet or any public telecommunications network;
2. a fault or failure of the Customer's computer systems or networks;
3. any breach by the Customer of this Agreement; or
4. scheduled maintenance carried out in accordance with this Agreement.

8. The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Hosted Services.
9. Customer assume all responsibility for the use of the Services, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made to the Service
10. The Customer must not use Services:

1. in any way that is unlawful, illegal, fraudulent or harmful; or
2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3. Customer will not reproduce, publish, or distribute content in connection with the Service that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. KALIPER offers no assurance that Your use of the Service under the terms of this agreement will not violate any law or regulation applicable to You.
4. Customer should not commit any act likely to result in the harming of KALIPERs interest and damage the brand of KALIPER

11. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. Customer shall not reverse engineer, decompile, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Service, or make any attempt to circumvent parts of the Services designed to enforce the maximum number of Staff User Accounts for which You have paid. You obtain no rights to the Service except for the limited rights to use the Service expressly granted in this agreement.
12. KALIPER may suspend the provision of the Services if any amount due to be paid by the Customer to KALIPER under this Agreement is overdue, and KALIPER has given to the Customer at least [30 days'] written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.
13. Limited License. You acknowledge and agree that (i) the Service is the property of KALIPER and is licensed and not sold to You under terms of Agreement and (ii) the Service uses, embodies, and contains confidential and proprietary information and technology of KALIPER and/or its licensors and embodies trade secrets and intellectual property of KALIPER and/or its licensors protected under Indias copyright and other laws, and by international treaty provisions (collectively referred to as “KALIPERs’s Intellectual Property Rights”). Your rights in the Service are strictly limited to those license rights expressly granted under Section 1.1 above, and KALIPER retains all rights not expressly granted herein. Without limiting the foregoing, KALIPER and/or its licensors retain all right, title, and interest in and to KALIPER’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Service. You further acknowledge that there are no implied licenses granted under this agreement.

2. Data and Content

1. The Customer hereby grants to KALIPER a non-exclusive license and acknowledge that KALIPER may  Copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers and any third party to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement. 
2. The Customer warrants to the Provider that the Customer Data and content  OR the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
3. The KALIPER takes regular a back-up of  Data.  No guarantees of any kind will be made as to the integrity or completeness of these backups. You agree to maintain all appropriate backup of files and data stored on KALIPER servers.
4. Following receipt of a written request from the Customer, the Provider shall use all reasonable endeavors to restore to the Platform Data stored in any back-up copy created and stored by the Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

3. Liabilities Warranties and Indemnification

3.1 Warranty: KALIPER provides no warranties. THE SERVICE, ACCESS TO THE SERVICE, THE INFORMATION CONTAINED ON THE SERVICE, AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. KALIPER MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KALIPER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

3.1.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the KALIPER gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.

3.1.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, KALIPER gives no warranty or representation that the Hosted Services will be entirely secure.

3.1.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified in any other communication; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

3.1.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

3.2 YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICE WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND KALIPERS CONTROL. KALIPER ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

3.4 Unauthorized Access; Lost or Corrupt Data. KALIPER IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES, OR EQUIPMENT BY ANYONE USING THE SERVICE OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS, OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICE, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. KALIPER IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH KALIPER’S PROVISION OF THE SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. KALIPER SHALL NOT BE HELD RESPONSIBLE FOR DATA HOSTED ON ITS SERVERS AND YOU ARE SOLELY RESPONSIBILITY FOR MAINTAINING LOCAL COPIES OF YOUR DATA AND MAINTAINING PROPER AND SUFFICIENT INSURANCE IF COVERAGE IS REQUIRED WITH RESPECT TO DATA LOSS.

3.5 Third-Party Sites and Service Providers. THE SERVICE MAY CONTAIN HYPERLINKS (INCLUDING HYPERLINKED ADVERTISEMENTS) TO INTERNET WEB SITES OPERATED BY THIRD PARTIES, OR TO MATERIALS OR INFORMATION MADE AVAILABLE BY THIRD PARTIES. SUCH THIRD PARTIES MAY OFFER GOODS OR SERVICES FOR SALE TO YOU. SUCH LINKS DO NOT CONSTITUTE OR IMPLY KALIPER’S ENDORSEMENT OF SUCH THIRD PARTIES, OR OF THE CONTENT OF THEIR SITES, THE QUALITY OR EFFICACY OF THEIR GOODS OR SERVICES, OR THEIR INFORMATION PRIVACY OR SECURITY PRACTICES, AND KALIPER HAS NO RESPONSIBILITY FOR INFORMATION, GOODS, OR SERVICES OFFERED OR PROVIDED BY SUCH THIRD PARTIES, OR FOR THE MANNER IN WHICH THEY CONDUCT THEIR OPERATIONS. YOUR USE OF THIRD-PARTY SITES AND THE MATERIALS, GOODS, AND SERVICES OFFERED BY THEM IS ENTIRELY AT YOUR OWN RISK, AND IS SUBJECT TO THE TERMS OF USE OF THE THIRD PARTIES OPERATING OR PROVIDING THEM. YOU SHOULD ASSUME THAT ANY INTERNET PAGE OR OTHER MATERIAL THAT DOES NOT BEAR THE KALIPER LOGO IS PROVIDED BY A THIRD PARTY.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (60) DAYS FROM THE DATE YOU REGISTERED FOR THE SERVICES.

4.  Limitation of Liability

IN NO EVENT SHALL KALIPER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE AND BASED ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF KALIPER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. KALIPER’S TOTAL LIABILITY TO YOU AND THIRD PARTIES FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE DAMAGE. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THE Agreement BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THE AGREEMENT AND HOW TO PRICE THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THE SERVICE AND THE AGREEMENT.

4.1 Indemnification. You agree to indemnify, defend, and hold harmless KALIPER and other users of KALIPER services, and KALIPER’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Service; (b) any content You create, transmit, or display while using the Service; (c) any breach by You of any representations, warranties, or agreements contained in the Agreement; (d) any unlicensed use of the Service using Your Staff User Accounts; and (e) Your negligent or willful misconduct.

5. Confidential Information

Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any KALIPER Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of KALIPER  without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for KALIPER, the subcontractors (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 5 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 5. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

Co-Marketing

You authorize KALIPER  to use Your name and trademarks in KALIPERS promotional materials and for publicity purposes. You can opt-out at any time by writing to: support@fibotalk.com

Privacy Policy. The privacy policy is available at https://www.KALIPER.IO/privacy/. By agreeing to this Agreement, You accept the terms of KALIPERS privacy policy.

6. Payments:

The Customer must pay the Charges to the Provider within the due date

KALIPER shall issue invoices for the Charges to the Customer in advance of the period to which they relate OR from time to time during the Term 

The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque.

6.1 Changing the subscription Plan. The amount You pay per billing cycle is dependent on the Plan selected. If You switch to a Plan which costs more or increase the number of Staff User Accounts in the middle of a billing cycle, KALIPER will invoice You at that time for the marginally increased amount You owe for that billing cycle. If You switch to a Plan which costs less or decrease the number of Staff User Accounts in the middle of a billing cycle, KALIPER will not be required to refund the amount by which You will have overpaid for that billing cycle. To change your Plan, you must, at KALIPER’s sole discretion, enter into a new license agreement for the Software on the then-current terms.

6.2 Price Changes. We reserves the right to change prices at any time.

6.3 Refunds. KALIPER has no obligation to issue refunds. KALIPER offer a ____Months evaluation account that should be used to evaluate and test the Services before purchasing. Any refunds will be made entirely at KALIPER’s discretion.

6.4 Right to Refuse Access. KALIPER reserves the right to refuse anyone access to the Services for any or no reason.

6.5 Taxes.

Unless otherwise stated, KALIPER charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). You are responsible for paying Taxes except those assessable against KALIPER based on its income. KALIPER will invoice You for such Taxes if KALIPER believes there is a legal obligation to do so and You agree to pay such Taxes if so invoiced.

7. Force Majeure Event

7.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.

7.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

7.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

8. Termination:

8.1 Either party may terminate this Agreement by giving to the other party written notice of termination or by sending an email.

8.2 If a customer wishes to terminate the account with KALIPER, then the customer is solely responsible for making sure that the customer properly terminates and gets the confirmation from KALIPER. By sending an email to termination@fibotalk.com. Your account will get terminated within 3 days of notice. Customer may terminate before the subscription period is over, in such case customer will receive no refund. 

8.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.

8.4 If KALIPER believes that Customer has violated any terms of this agreement, then KALIPER reserves the right to (a) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (b) refuse any and all current and future use of the Services, suspend or terminate Customer account (any part thereof) or use of the Services and remove and discard any of Your content in the Services, for any reason, including without limitation. KALIPER will use reasonable efforts to contact Customer directly via email to warn prior to suspension or termination of Customer account. We shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service. 

8.5 KALIPER will not refund any amounts to Customer if we terminates Your access to the Services due to Your violation of the Agreement.

8.6 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

8.6 Effects of Termination:

The termination of Your account with KALIPER for any reason results in the immediate termination of Your license to use the Services and upon such termination (i) You shall immediately cease all use of the Services, (ii) You will lose access to all of Your content and KALIPER will delete it in the normal course of business operations, and (iii) You shall destroy all copies, full or partial, of any components of the Services that may have been downloaded by you or otherwise transmitted to you electronically or otherwise in connection with the Services. Your information cannot be recovered once Your account is terminated.

Should You continue to use the Services after notice of termination has been received, You will be liable to pay all costs, including reasonable attorneys fees, to enforce KALIPERS revocation of the Service, as well as any damages suffered by KALIPER in the process

Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have an effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1,……].

Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

9. Interpretation:

Assignment. You may not assign Your account with KALIPER or Your rights under the Agreement without KALIPERs prior written consent, except in the case of a sale of all or substantially all of Your assets. KALIPER may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.

10. General conditions:

10.1 Export Controls. You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. If You are in a country outside of the United States, You agree to additionally comply with any local rules regarding online conduct and acceptable content, including without limitation laws regulating the export and reexport of data to and from the United States or such other country.

10.2 Jurisdiction. 

This Agreement shall be governed by and construed in accordance with Indian Law

The courts of India shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. The United Nations Convention on Contracts for the Sale of Goods does not apply.

10.3 Severability: If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted

10.4 Notices : You agree that KALIPER may provide You with notices, including without limitation those regarding changes to the Agreement, by e-mail, regular mail, or messages or postings through the Services

This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. This agreement may be amended from time to time 

10.5 No Third Party beneficiary: This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

10.5 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent

11. Interpretation

In this Agreement, a reference to a statute or statutory provision includes a reference to: 

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

The Clause headings do not affect the interpretation of this Agreement.

References in this Agreement to "calendar months" are to [the 12 named periods (January, February and so on) into which a year is divided].

In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.