Customer Terms of Service

Effective: May 10, 2023

Our Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using the Cordiant Generative AI Apps Platform. (the “Services”). This platform facilitates building and deploying a fairly large spectrum of Customer-facing and Employee-facing Generative AI apps, including both voice and text applications.

If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a team set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services. We thank you for being here.

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (or, if applicable, your written agreement with us “Specific Agreement”) when agreed to by you by your checking the “I have read and accept the Customer Terms of Service” box, at the time you sign up for the solution and again at the time you confirm your paid Monthly Subscription on the Order Summary screen, form a binding “Contract” between Customer and us. In these Customer Terms, “We,” “our” and “us” currently refer to Cordiant Tech Gurus Private Limited, and “you” refers either to you as the person who initially signed up on behalf of the Customer to use the Services (sometimes referred to as the “Signing Up User” or “Primary Admin”), or to the Customer, as appropriate.

Your Agreement On Behalf of “Customer”

If you are the Signing Up User, please make sure you have the necessary authority to enter into the Contract on behalf of the Customer before proceeding.

Customer Choices and Instructions

Definition of “Customer”

“Customer” is the organization that you represent in agreeing to the Contract.

Customer will establish a sub-domain using the organization’s name followed by “.cordiant.com” as follows: An alphanumeric combination to represent the organization.cordiant.com

Customer’s authority

If Customer decides to replace you as the representative with ultimate authority for the Customer we will provide you with notice following such decision and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

What This Means for Customer—and for Us

Individuals authorized by Customer to access the Services are each an “Authorized User”. Each Authorized User must agree to the User Terms of Service to activate their access. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please contact us at support@cordiant.com if you need more information about these choices and instructions.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Contract and for the lawful use and transmission of Customer Data and the operation of the Services.

Customer Ordering Paid Subscriptions

When a customer signs up for our service, we charge your card for the corresponding setup fee for the plan you have chosen.

It takes us up to 15 days for the entire configuration process to be completed.

Once the configuration has been completed, your subscription starts. Your card will be charged based on the Plan selected and whether you have chosen a Monthly or an Annual Payment Plan.

All card transactions are processed through Stripe.

Please contact support@cordiant.com for any questions on procuring your paid subscription.

Customer’s Purchasing Decisions

From time to time, we may share information in public about our future product roadmap. Our public statements about our product roadmap are an expression of intent, but you should not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available at the time of the purchase and not on the delivery of any future functionality or features.

Customer Feedback is Always Welcome

We welcome feedback from Customers to make our Services better. If Customer sends us any feedback or suggestions regarding the Services, there is a likelihood we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. Regardless of whether we choose to implement it in our services, we appreciate all customer feedback and suggestions. Please email your feedback or suggestions to feedback@cordiant.com

Privacy Policy

You may review our Privacy Policy for comprehensive information on how we collect and use data relating to the use and performance of our websites, products and platforms.

Customer and Authorized Users

Customer’s Use of the Services

Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms of Service. While we may review conduct for compliance purposes, we have no obligation to do so. We are not responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 18. Customer must ensure that all Authorized Users are over 18 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene on our own. However, if the Customer does not take appropriate action, or if we believe there is a credible risk of harm to Cordiant, the Services, Authorized Users, or any third parties, we may directly step in and take what we determine to be appropriate action.

Plan Terms and Payment Obligations

PLANS

The Plans provide different levels of services as tailor-made for each Customer.

Enterprise Plan Contracts are written contracts between us and the Customer and will cover terms and conditions different from the one charted out in this document.

Subscription rates

Subscription Rates for each plan are set forth on the Services interface “check-out” or as agreed between us and the Customer and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. If we agree to invoice Customer by email, the terms are net 30, and full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

Change of rates, introduction of new plans

For Customers in Annually Paid Subscription Plans, we may change the rates for existing customers no more frequently than annually, provided that the change of rate is included in the Auto Renewal Notice sent to Customer as provided below.

We may change the rates set forth on the Services interface checkout from time to time, and those rates will apply to new Customers who subscribe after such change is made. Those changed rates will also apply to existing customers who are on Monthly Paid Subscription Plans from the next monthly billing.

We may also introduce new plans and subscription rates related to such new plans from time to time.

Contract Period, Payment and Auto-renewal

Customer can choose a plan that allows them to pay subscription fees annually in advance or monthly in advance.

Annually paid subscription plans are for a Contract Period of one year from the date of the initial subscription and auto-renew for the subsequent years unless the subscription is canceled by you at least 30 days before the renewal date.

Monthly Paid Subscription Plans are for a Contract Period of one month from the date of initial subscription and auto-renew for the subsequent months unless the subscription is canceled by you at least 5 days before the renewal date.

Notification from us about auto-renewal and subscriber’s option to cancel annual subscription before auto-renewal

For a Customer who is on an annually paid subscription plan, we will send a notification to the Customer at least 45 days prior to the annual renewal date, informing the Customer of its right to cancel the subscription by giving us written notice of cancellation no later than 30 days before auto-renewal date.

No such notification will be sent to a Customer who is on a Monthly Paid Subscription Plan.

Payments/ Billing/ Credit Card Information:

All payments will be made by credit card through Stripe, (https://www.stripe.com) either annually in advance (if annual subscriptions offered by us) or monthly in advance, including for auto-renewals, incremental billing or upgrades in plans. We will supply a PAID Receipt for each payment.

As all payments are processed through Stripe, we do not ourselves capture or store any of your credit card information.

Upgrading the Current Plan

A Customer can upgrade from the current plan during the Contract period or at the end of the Contract period.

When upgrading happens during a current contract period, the current contract is closed (terminated), and a new contract is put in place from the date of upgrading.

Any credits from the current contract are calculated and given value for application to subsequent billing(s) under the upgraded plan contract.

In the case where the current contract is annual payment in advance, the credit will be for the remaining days of the annual payment cycle.

In the case where the current contract is monthly payment in advance, the credit will be for the days remaining in the monthly billing cycle.

No downgrading of current plan

No downgrade of the current plan will be allowed during the contract period. Customer can only downgrade the current plan at the end of the contract period by giving at least 30 days’ notice in advance for all plans paid annually, and by giving at least 5 days’ notice in advance for all plans paid monthly.

Credits

Any credits that may accrue to Customer’s account will have no currency or exchange value, and will not be transferable or refundable.

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are fifteen (15) days or more overdue, upon ten (10) day’s written notice to Customer, we may, without limiting our other rights and remedies, terminate Customer’s and Authorized Users’ access to the Services. We will also remove all configurations and connections that make the chatbot work on different platforms including the Customer website and social media platforms.

Our Responsibilities

Providing the Services

We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

We will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available 24x7

For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with at least 8 hours advance notice.

98% Service Level Agreement for Guest Messaging - Resorts and Hotels only

Cordiant is committed to providing exceptional service through our advanced chatbot technology. As part of this commitment, we offer a 98% Service Level Agreement (SLA) for the efficiency and effectiveness of our Guest Messaging Chatbot's response rate for Resorts and Hotels. This SLA ensures that the majority of guest interactions are promptly and accurately addressed, enhancing the overall guest experience.

a. SLA Activation: The 98% SLA will take effect after a period of 90 days from the initial deployment of the Cordiant chatbot or after the completion of 500 initial guest conversations, whichever occurs earlier.

b. Measurement Period: The SLA measurement period will be calculated on a rolling basis, starting from the activation of the SLA as described in Section 1. The rolling period will cover the most recent 30-day timeframe.

c. SLA Target: Cordiant aims to achieve a 98% success rate in resolving guest inquiries and requests during the SLA measurement period.

d. Calculation Methodology: The SLA success rate will be calculated using the following formula:

SLA Success Rate = (Number of Successfully Resolved Guest Conversations/ Total Number of Guest Conversations) ×100

e. Exceptions: The following scenarios may be excluded from the SLA calculation:

  • Force Majeure Events: Unforeseen circumstances, such as natural disasters, extreme weather conditions, or other events beyond human control that may impact the chatbot's performance.
  • Failure of Open AI to respond to Cordiant API calls due to technical issues at their end.
  • Scheduled Maintenance: Periods during which the chatbot may be temporarily unavailable due to scheduled maintenance activities.

f. SLA Remedies: In the event that the SLA success rate falls below 98% during any SLA measurement period, Cordiant will take the following steps:

  • Perform a thorough analysis of the issues causing the SLA deviation.
  • Implement corrective actions to address the identified issues and improve performance.
  • Provide regular updates to the client on the progress of issue resolution and performance enhancement.

g. Reporting: Cordiant will provide regular SLA performance reports to the client, detailing the success rate achieved during each SLA measurement period. These reports will be delivered on a monthly basis and will include a breakdown of successfully resolved interactions, total interactions, and any exceptions encountered.

By agreeing to this 98% SLA section, Customer acknowledges the importance of efficient and accurate guest interactions facilitated by the Cordiant chatbot. Cordiant is dedicated to continuous improvement and proactive measures to ensure that the SLA is met consistently and guest satisfaction is maximized.

Protecting Customer Data is a Top Priority for Us

We will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Practices page. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users do with Customer Data. That is Customer’s responsibility.

The Cordiant Extended Family

We may leverage our employees, those of our corporate affiliates and third party contractors (the “CORDIANT Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the CORDIANT Extended Family’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

Customer Owns all Customer Data

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the CORDIANT extended family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data as may be necessary to grant this license.

And We Own Our Services

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sub-licensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

As further described below, a 15-day paid configuration period continues for 15 days from signup or until the customer subscribes for a paid subscription or until terminated. In the case where we extend the paid configuration beyond the original 15-day period, the paid configuration period continues until the end of that new period or until the customer subscribes for a paid recurring subscription or until terminated. A paid recurring subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and Specific Agreements.

Auto-Renewal

All paid subscriptions automatically renew for additional periods equal to one (1) year or the preceding term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a paid annual subscription term or at least five (5) days before the end of a paid monthly subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Termination Without Cause

Customer may terminate its 15-day paid configuration immediately without cause, however no refunds will be given if the customer terminates the 15-day paid configuration. We will not terminate Customer’s 15-day paid configuration without cause.

Effect of Termination

If the Contract is terminated for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all paid subscriptions after the effective date of termination. If the Contract is terminated for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those paid subscriptions after the effective date of termination. In no event will any termination relieve the Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Customer Data. During the term of a team’s paid subscriptions, Customer will be permitted to export or share certain Customer Data from the Services. Following termination or expiration of a Customer’s paid subscriptions, upon request by Customer made within 30 days after the effective date of termination or expiration of the Contract we will make Customer Data available to Customer for export or download. After that 30-day period, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. Please review our Security Practices page for more information on how Customer itself can initiate deletion.

Any Customer Data stored on Cordiant.com during Customer’s 15-day configuration period will be permanently lost unless Customer purchases a paid recurring subscription before the end of the configuration period.

Representations; Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms of Service. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE CORDIANT EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE CORDIANT EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of their Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Our Indemnification of Customer

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data ; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such a matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us or the CORDIANT Extended Family for, any Claim Against Customer.

Customer’s Indemnification of Us

Customer will defend us and the members of the CORDIANT Extended Family (collectively, the “CORDIANT Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms of Service (a “Claim Against Us”), and will indemnify us for all reasonable attorney’s fees incurred and damages and other costs finally awarded against us in connection with or as a result of, and for amounts paid by us under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and our exclusive remedy against Customer for, any Claim Against Us.

Limitations On Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Customer Feedback is Always Welcome,” “Our Removal Rights,” “Plan Terms and Payment Terms,” “The CORDIANT Extended Family,” “Customer Owns All Customer Data,”,, “And We Own Our Services,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us, or publicly available, from time-to-time. Since we do not want to list customers who do not want to be listed, the Customer may send us an email to feedback@cordiant.com stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, floods, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

All Notices

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to Cordiant will be sent to feedback@cordiant.com except for legal notices or an indemnifiable claim, which must be sent to legal@cordiant.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract. If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the CORDIANT Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Cordiant of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Karnataka, India, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Venue; Waiver of Jury Trial; Fees

The state courts located in Bengaluru, Karnataka, India will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Contract, including these Customer Terms of Service and all referenced pages, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Specific Agreement (if any), (2) the Customer Terms and (3) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

Contacting Cordiant

Please also feel free to contact us if you have any questions about these Customer Terms of Service. You may contact us at feedback@cordiant.com or at our mailing address below:

Cordiant Tech Gurus Private Limited
1207/343 9th Main, Sector 7, Bengaluru 560102 India

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