Terms of Service
Last Updated on 16th May 2023.
These Terms of Service (“Terms”) describe the terms under which Pine AI Inc. company incorporated under Corporation Law of Delaware & having its subsidiary - ConiferInnovations Pvt Ltd, company incorporated under the Companies Act, 2013 and having its registered office at 1507, Incubex, 11th Cross, 19th Main, Sector 1,HSR Layout, Bangalore - 560102. (herein after also referred to as “Crest”,“Service Provider”, “Company”, “Us”, “We”) provides an individual or entity, who purchases our Services and/or creates an Account with Us (herein after also referred to as “You”, “Customer”) and their Users, access to and use of Our Services. By accessing and/or using OurServices, a) You agree to be bound by these Terms, b) You warrant to Us that You have the legal capacity to enter into this Agreement, and c) That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should immediately cease using our Services.
The Services may not be accessed for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Crest’s competitors are prohibited from accessing the Services, except with Crest’s prior written consent.
You and Us will be individually referred to as “Party” and collectively as “Parties”.
A. The Company is inter alia engaged in the business of providing the cloud-based software as a service.
B. The Parties are desirous of entering into the Terms that will govern their understanding by entering into this Agreement. This sets forth the terms and conditions under which Service Provider will provide the Customer with software-as-a-service access to the object source code of the Service Provider’s products/services, and made available to Customer as a hosted service (the “Software”, “Services”).
C. Service Provider is under no obligation to render Services unless an Order Form/SOW is duly executed. There shall be no force or effect to any different terms of any related purchase order or similar Customer generated form even if signed by the parties after the date here of. If the event of any inconsistencies between this Terms or the Order Form/SOW, this Terms shall prevail to the extent of such inconsistency.
1.1 Unless otherwise set forth in a Order Form/SOW, Service Provider hereby grants to Customer a fixed term, worldwide, non exclusive, royalty free for the Subscription Term (as may be defined in the Order Form/SOW), upon full payment of subscription fees, sub-licensable and non-transferable right to access and use the Software solely as part of the Services, solely for Customer’s own internal use and solely to perform those functions made available to the Customer on the platform, and subject to all limitations and restrictions contained herein (“Use”).
1.2 All rights and licenses granted here under to Use the Services shall terminate immediately, upon expiration or termination of the Initial Subscription Term (as defined in the Order Form/SOW) or, if mutually renewed, the Renewal Term (as defined in Clause 7 herein below).
1.3 The Service Provider shall receive fees on aper authorised User basis as set out in the Order Form/SOW.
1.4 Unless otherwise specifically provided in the Order Form/SOW, “Authorised Users” are defined as:
(i) employees of Customer; and
(ii) third party individuals that are accessing the Software, solely:
a) on behalf of Customer, and
b) are authorised by Customer and who do not compete with Service Provider (“Third- Party Users”). Customer is fully liable for the acts and omissions of Third-Party Users under the Agreement.
1.5 Customer shall not permit any parent, subsidiaries, affiliated entities, or third parties to access the Services unless they meet the definition of Third-Party Users. For clarity, Third-PartyUsers are licensed to access the Services solely as agents of Customer and for the express purpose of Customer’s own internal use of the Software. Third Party Users have no right or license to make use of the Software for the Third- Party User’s benefit or internal purposes.
2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related there to.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, support files/templates (available on the Software) or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.3 Customer will defend, indemnify and hold harmless the Service Provider, and its respective Service Provider affiliates, directors, officers, employees and agents, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with:
(i) Customer or Authorised Users’ violation of the Terms; and
(ii) Customer’s or Authorised Users’ content or inputs into the Service (including, but not limited to Customer Data (as defined here in below under Clause 3.1)). Although Service Provider has no obligation to monitor Customer’s use of the Services, Service Provider may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Terms.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connections, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for:
(i) Using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and
(ii) Securing Customer account, passwords (including but not limited to administrative and user passwords) and files, and
(iii) All uses of Customer account and Equipment with or without Customer’s knowledge or consent.
3.1 Each Party shall at all times comply with all applicable laws, rules and regulations in the performance of this agreed Terms.
3.2 Each Party is duly organised and existing and is in good standing and is qualified to do business under the laws of any jurisdiction where the ownership of assets or conduct of its business require it to be so qualified, and each Party possesses any and all licenses and/or governmental approvals required to perform its respective obligation.
3.3 Each Party’s execution, delivery and performance of this agreed Terms has been duly authorised by all appropriate corporate action and this agreed Terms constitutes a valid, binding and enforceable obligation.
3.4 Neither the execution, delivery, nor performance of this agreed Terms will conflict with or violate any other agreement, license, contract, instrument or other commitment or arrangement to which either Party is a Party or is bound.
3.5 There is no litigation, and neither Party knows of any material threat of litigation, in each case that will affect the performance of its obligations here under.
3.6 Each Party shall perform its obligations here under in accordance with all applicable law and regulations, and shall be responsible for obtaining all licenses, authorisations, permits and the like required by applicable laws and regulations, and any fees, costs or expenses incurred by such Party shall be borne solely by such Party.
4.1 Each party, as a recipient of information (the “Receiving Party”) understands that the disclosing party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (herein after referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information that shall include Confidential Information consisting of non-public, trade secret, commercially valuable, or competitively sensitive information or other material and information relating to products, projects, operations, or activities, including but not limited to: (i) information about systems, code, technologies, procedures, methodologies, features, functionality, algorithms, methods, logic, and practices used in performing its services; (ii) proposed products or services, provider demographics, (iii) confidential plans (iv) sales data and other such data. Proprietary information of Service Provider includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure there of or any information that the Receiving Party can document:
(a) is or becomes generally available to the public, or
(b) was in its possession or known by it, prior to receipt from the Disclosing Party, or
(c) was rightfully disclosed to it without restriction by a third party, or
(d) was independently developed without use of any Proprietary Information of the Disclosing Party or
(e) is required to be disclosed by law.
4.2 Not with standing anything to the contrary, there shall be no expiration or termination to the obligation of confidentiality owed by the Receiving Party here under as to any trade secret shared by the Disclosing Party. Nothing in the Agreement will be construed to convey any title or ownership rights of a party’s Proprietary Information to the other.
4.3 Customer shall own all right, title and interest in and to the Customer Data. Service Provider shall own and retain all right, title and interest in and to:
(i) the Services and Software, all improvements, enhancements or modifications there to, including those resulting from feature requests or other suggestions from the Customer,
(ii) any software, applications, inventions or other technology developed in connection with professional services, implementation services or support, and
(iii) all intellectual property rights related to any of the foregoing.
4.4 Not with standing anything to the contrary, Service Provider shall have the right to collect the insights derived and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data Insights and data derived there from), and Service Provider will be free (during and after the subscription term here of) to:
(i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider offerings, and
(ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
4.5 Service Provider reserves all rights not expressly granted here in.
5.1 Customer shall own and retain all right, title and interest in and to the Intellectual Property Rights belonging to the Customer and such Intellectual Property shall be inclusive of customer data and shall be exclusive property of the Customer.
5.2 “Intellectual Property” means all concepts, inventions (whether or not protected under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protected under copyright laws), moral rights, mask works, trade marks, trade names, trade dress, trade secrets, publicity rights, names, likenesses, know-how, ideas (whether or not protected under trade secret laws) and all other subject matter protected under patent (or which is not patented, but is subject matter that is protected under patent law), copyright, mask work, trademark, trade secret, or other laws, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, for all media now known or later developed, including all new or useful art, combinations, discoveries, formulae, algorithms, specifications, manufacturing techniques, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes and methods of doing business.
6.1 Customer shall pay Service Provider the then applicable fees described in the Order Form/SOW in such frequency of billing, for the Services in accordance with the terms therein (the “Fees”) as detailed in Order Form/SOW. The Fees shall be charged exclusive of taxes.
6.2 If Customer’s use of the Services exceeds the permitted scope of the license or otherwise requires the payment of additional fees (per the Terms of the Agreement), Customer will be notified on the same and will be billed at then-current rates for such usage, and Customer agrees to pay the additional fees in the manner provided herein.
6.3 Unless otherwise expressly stated in the Order Form/SOW, Service Provider reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each Subscription Term, upon thirty (30) days prior notice to Customer (which may be sent by email).
6.4 Service Provider may choose to bill through an invoice for additional fee (as defined in clause 6.2), in which case, full payment for invoices issued in any given month must be received by Service Provider fifteen (15) days after the mailing date of the invoice. If Customer believes that Service Provider has billed Customer incorrectly, Customer must contact Service Provider no later than fifteen (15) days after the closing date on the first billing statement in which the error or problem appeared, in order to be eligible to receive an adjustment or credit. Inquiries should be directed to Service Provider’s customer support department. Nothing in this Clause waives any rights that Service Provider has under the law or equity to enforce its rights to the full extent of the law if Customer violates the scope of the licenses granted herein.
7.1 Subject to earlier termination as provided below, the Order Form/SOW is for the Initial Subscription Term and shall be renewed for an additional period upon mutually agreed terms ("Renewal Term”), unless either party requests termination at least Thirty (30) days prior to the end of the then-current term. The Initial Subscription Term together with the Renewal Term is collectively, the "Subscription Term".
7.2 In addition to any other remedies it may have, either party may also terminate the engagement upon thirty (30) days’ written notice (or without notice in the case of non payment), if the other party materially breaches any of the terms or conditions of the Terms and such breach is not cured within such thirty (30) day period. Customer is responsible for all outstanding Fees due at the time of termination. Upon any termination,Service Provider shall make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days and the Service Provider will put best efforts to help the customer retrieve the data, but there after Service Provider is not obligated to store Customer Data. Service Provider is not responsible for any inability ofCustomer to retrieve all Customer Data from the system before deletion. All Clauses of the Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7.3 Suspension of Services
If Service Provider provides valid proof, that Customer has breached the Terms or determines that Customer is using the Service in such a way as to negatively impact its ongoing business interests, Service Provider may suspend Customer’s access to the Services, without refund, in addition to such other remedies as Service Provider may have at law or pursuant to the Terms. Whether breach results in suspension and/or termination of access is at Service Provider’s sole discretion.
8.1 The Service Provider will develop, implement, and maintain effective Information Security Policies and procedures that include administrative, technical, and physical safeguards designed to:
• ensure the security and confidentiality of the Data by the persons authorised to process Data and that they have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
• protect against anticipated threats or hazards to the security or integrity of the Data;
• protect against unauthorised access or use of suchData;
• ensure that the provision of bulk download of Data should be prohibited.
• ensure Virtual Private Network (VPN) usage on their company networks to access the Data. For admin accounts, Multi-FactorAuthentication (MFA) shall be implemented to corroborate security measures already implemented.
8.2 The Service Provider shall maintain the security and integrity of the Data by protecting it at all stages (transit, rest, and in use).
8.3 For protecting Data in transit, the Service Provider shall encrypt sensitive data prior to moving and/or use encrypted connections (HTTPS, TLS v1.2 or above, etc) to protect the contents of Data in transit.
8.4 For protecting Data at rest, the Service Provider shall encrypt sensitive files with the latest algorithms prior to storing them and/or choose to encrypt the storage drive itself.
8.5 The Service Provider shall yearly conduct a thorough assessment of the potential risks and vulnerabilities of the confidentiality, integrity, and availability of the Customer’s Data that Service Provider receives, stores, processes, or has access to, and shall provide the Customer with a report detailing the results of the assessment within 30 working days of completing it. Also, the Service Provider shall perform periodic Vulnerability Assessment and Penetration Testing (VAPT) and provide reports (Infra - where the application is hosted, black-box, grey-box) every twelve months.
8.6 Data Incident: Upon becoming aware of a Data Incident, the Service Provider shall notify the Customer promptly in writing/via email and without undue delay shall promptly take steps to immediately identify and remediate the harm and secure the Data. The notification provided by the Service Provider shall describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps the Service Provider recommends the Controller to address the Data Incident. Service Provider shall cooperate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation, and remediation of each such Data Incident.
8.7 Data Backups: The Service Provider shall regularly (everyday) backup all data stored on the platform. The backups shall be stored in a secure and geographically separate location in an encrypted manner. The ServiceProvider shall ensure that the Customer’s data can be restored in a timely manner in the event of any data loss or corruption. The Customer acknowledges that the Service Provider's backup procedures are subject to technological limitations, and therefore, the Service Provider does not guarantee the availability, completeness or integrity of the Customer’s data after any dataloss or corruption.
9.1 Service Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Service Provider or by third-party providers, or because of other causes beyond Service Provider’s reasonable control, but Service Provider shall use reasonable efforts to provide 48 hours advance notice in writing or bye-mail of any scheduled maintenance or service disruption. Maintenance activity will be conducted twice in a month. At any unscheduled emergency maintenance caused by any third-Party service provided to the Service Provider (Azure, Chargebee, Stripe, etc), Servicer Provider will use reasonable efforts to resolve any unscheduled emergency with an SLA of 24 hours. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE (Which may be caused due to Customers Equipment error.); NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES (As the results are directly dependent on the inputs/data provided by the Customer. It is the Customers responsibility to maintain data sanctity). EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 9, THE SERVICES, SOFTWARE, SUPPORT SERVICES, CONFIDENTIAL INFORMATION, AND ALL OTHER TECHNOLOGY, SOFTWARE, SERVICES, DATA AND MATERIALS PROVIDED BY SERVICE PROVIDER ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS CLAUSE 9 (WARRANTY) OR ELSEWHERE IN THE AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, TECHNOLOGY, SOFTWARE, DATA, CONFIDENTIAL INFORMATION, OR OTHER MATERIALS.
9.2 The Customer hereby agrees and acknowledges that the Service Provider does not process any personally identifiable information (“PII”) as part of the provision of Services. Further, the Customer shall ensure that none of the data, including but not limited to Customer Data, shared with the Service Provider contains any PII. The Customer shall be held solely responsible and liable for such instances wherein the Customer shares any such PII with the Service Provider.
10.1 Service Provider shall hold the Customer harmless from liability to third parties resulting from infringement by the Service of any intellectual property rights owned by such third parties, provided Service Provider is promptly notified of any and all threats, claims and proceedings related there to and given reasonable assistance and the opportunity to assume sole control over defence and settlement; Service Provider will not be responsible for any settlement it does not approve in writing.
10.2 The foregoing obligations do not apply with respect to portions or components of the Service:
(i) not supplied by Service Provider,
(ii) made in whole or in part in accordance with Customer specifications,
(iii) that are modified by the Customer after delivery by Service Provider,
(iv) combined with other products, Equipment, processes or materials where the alleged infringement relates to such combination,
(v) where Customer continues allegedly infringing activity after being notified there of or after being informed of modifications that would have avoided the alleged infringement, or
(vi) where Customer’s use of the Service is not strictly in accordance with the Terms. If, due to a claim of infringement, the Services or Software are held by a court of competent jurisdiction to be or are believed by Service Provider to be infringing, Service Provider may, at its option and expense:
(a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,
(b) obtain for Customer a license to continue using the Service, or
(c) if neither of the foregoing is commercially practicable, terminate the engagement and Customer’s rights hereunder and provide Customer, as Customer’s sole remedy and Service Provider’s sole liability for such termination, a refund of any prepaid, unused fees for the Service calculated as of the effective date of the termination.
10.3 Service Provider’s obligations as set forth in this Clause 10 are subject to the other party providing full cooperation in good faith in the defence of any such claim.
NOT WITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR IP INDEMNITY AS SET FORTH IN CLAUSE 10 OR PERSONAL INJURY OR DEATH CAUSED BY SERVICE PROVIDER PERSONNEL WHILE, IF EVER,ON CUSTOMER’S SITE, SERVICE PROVIDER AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS OF SERVICE OR TERMS AND CONDITIONS RELATED THERE TO UNDER ANY CONTRACT, INDEMNITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ATTORNEY'S FEES, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SERVICE PROVIDER’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SERVICE PROVIDER FOR THE SERVICES UNDER THE ORDER FORM/SOW IN THE THREE (3) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS CLAUSE 11, SERVICE PROVIDER'S LIABILITY WILL BE LIMITED TOTHE GREATEST EXTENT PERMISSIBLE.
12.1 If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The Software licenses are not assignable, transferable or sub licensable by Customer except with Service Provider’s prior written consent. Service Provider may transfer and assign any of its rights and obligations under the Terms without consent. The Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, Order Form/SOW, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the engagement and Terms, and Customer does not have any authority of any kind to bind Service Provider in any respect whatsoever. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms or Order Form/SOW will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices, including notices of non-renewal, shall be sent to the applicable address specified on the Oder Form/SOW to the attention of the the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached. This Terms shall be interpreted in accordance with the laws of India and subject to the dispute resolution provision provided herein after, any dispute arising out of or in relation to this Terms shall be subject to the exclusive jurisdictions of the courts in Bangalore. Any difference or dispute or claim arising out of or in relation to this Terms, shall be resolved by a single arbitrator to be mutually agreed upon within 30 (thirty) days of the dispute and appointed by the Parties failing which an arbitrator shall be appointed in accordance with the provisions of the Arbitration and ConciliationAct, 1996. The venue of arbitration proceeding shall be Bangalore, India. All proceedings shall be in English. The award of the Arbitrator shall be final and binding on the Parties.
12.2 Service Provider will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of the affiliates of Service Provider and subsidiaries, who may also be foreign nationals (collectively, “Subcontractors”) in the performance of its obligations here under and, for purposes of these the Terms, all references to Service Provider or its employees will be deemed to include such Subcontractors. Service Provider will have the right to disclose Customer Proprietary Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Service Provider and Customer. Customer hereby consents to the role of such Subcontractors of the Service Provider in such instances as mentioned herein above. Customer further agrees and acknowledges that Service Provider and Customer are the only parties to the Terms, and that any action taken by such Subcontractors of Service Provider in connection with the performance of Service Provider’s obligations under the Terms will not give rise to any cause of action of any kind against such Subcontractors, regardless of the theory of recovery. Service Provider shall at all times retain full responsibility for such Subcontractors’ compliance with the applicable terms and conditions of the Terms. Customer will indemnify and hold Service Provider harmless for any and all costs associated with Customer’s violation of this provision.
12.3 Anti-Bribery: Neither party has received or been offered any illegal or improper bribe, rebate, payoff, influence payment, kickback, or other thing of value from an employee or agent of the other party in connection with these Terms.
12.4 Force Majeure: Except for the obligation to pay Subscription Fee and not with standing anything to the contrary contained elsewhere, any delay in the performance of any duties or obligations of either Party will not be considered a breach of these Terms if such delay is caused by circumstances beyond such Party’s reasonable control, such as acts of God, acts of government, acts of terror or civil unrest, technical failures beyond the Party’s reasonable control, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.
12.5 Contact Information: To report failures, incidents, concerns, or other complaints related to the Software or Services or systems, You may contact Crest at email@example.com.