Terms And Conditions

Definitions

In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement the following defined terms shall have the following definitions:

(a) “Customer System” means the Customer’s computer network, network-connected servers, computers, and other devices connected to Customer’s network system.

(b) “IT Services” means the information technology or related services purchased by Customer pursuant to a Quote, and such services may include, without limitation, desktop, server, network, firewall or mobile device management services.

(c) “Products” means the Equipment or Software to be sold or provided by Maha Mysore Boats to Customer pursuant to a Quote.

Term

The initial term of this Agreement will begin on the date indicated on the Quote and continue for the period set forth on the Quote. Upon expiration of the initial term of this Agreement, this Agreement shall automatically renew for successive periods of equal to the initial term set forth on the Quote, unless written notice of the cancellation is provided by either party in writing by mail or email at least ninety (90) days prior to the last day of the then-current term. The initial term and any renewal term, if applicable, are collectively referred to in this Agreement as the “Term.”

Responsibilities

(a) Customer Responsibilities. In addition to Customer’s other obligations set forth in this Agreement, Customer shall be solely responsible for the following items: (i) providing a Customer System and environment equipped and configured to be compatible with the specifications required by Maha Mysore Boats from time to time; (ii) providing high-speed internet connectivity, with data transmission speeds of no less than ten (10) MB per second, and all other reasonably necessary utilities and the services of third parties; (iii) providing Maha Mysore Boats personnel and subcontractors with reasonable remote and on-site access to the Customer System and systems in order to permit Maha Mysore Boats to provide the IT Services in a manner that is acceptable to Maha Mysore Boats, With respect to any Software licenses which are not purchased outright by Customer but are otherwise provided by Maha Mysore Boats pursuant to a Quote, Customer expressly acknowledges and agrees that Customer’s right to use any such Software licenses provided by Maha Mysore Boats will terminate immediately upon the expiration or earlier termination of this Agreement.

Compliance with Laws

Customer shall comply with, and shall cause its personnel to comply with, all applicable foreign and United States federal, state and local laws, licenses and regulations related to or arising out of this Agreement, including, without limitation and as applicable, all laws and regulations related to promotion of pharmaceutical products, fraud and abuse, insider trading, discrimination, confidentiality, false claims and prohibition of kickbacks.

Physical and Data Security

Maha Mysore Boats will take or cause to be taken all commercially reasonable actions to ensure the continued security of the Customer data delivered to Maha Mysore Boats as part of the IT Services. Maha Mysore Boats will use not less than commercially reasonable efforts to maintain the confidentiality of the Customer Data. Notwithstanding the foregoing, in no event shall Maha Mysore Boats be liable to Customer for any data loss or corruption regardless of the cause.

Limitation of Liability

Except in the event of Maha Mysore Boats's gross negligence or willful misconduct, Maha Mysore Boats shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages, including but not limited to lost business profits, disruption of IT services, and lost, damaged, or destruction of data, even if it has been advised of the possibility of such damages. Except in the event of Maha Mysore Boats's gross negligence or willful misconduct, the liability of Maha Mysore Boats to customer for any reason and upon any cause of action shall be limited to the amount paid to Maha Mysore Boats by customer for IT services under this agreement during the twelve (12) months immediately preceding the event or cause giving rise to such claim.

Indemnity

Customer shall indemnify and hold harmless Maha Mysore Boats and its affiliates, including their respective owners, officers, directors, and employees from any claim, suit, loss, cost, damage (including consequential damages), expense (including reasonable attorneys’ fees and expenses), or liability of any nature or kind whatsoever directly or indirectly arising out of, or resulting from, this Agreement, including without limitation, Customer’s (i) breach or failure to comply with any of its obligations or requirements under this Agreement or any applicable law, or (ii) infringement of any copyright, patent, or other intellectual property or proprietary right of a third party.

Legal Requirements

If there is any applicable Law or any ruling, judgment, decree or interpretation by any court, agency or other governing body having jurisdiction over either party (each a “Regulatory Matter”), and the Regulatory Matter materially and adversely afffects, or is reasonably likely to affect, the performance by Maha Mysore Boats or its receipt of compensation under this Agreement or makes this Agreement unlawful, then the parties shall immediately use their best efforts to enter into a new arrangement that complies with such Regulatory Matter and approximates as closely as possible the position of the parties under this Agreement, economically and otherwise, prior to such Regulatory Matter. If the parties are unable to reach a new agreement within a reasonable period of time either party may terminate this Agreement effective upon notice.

Status

The relationship between Maha Mysore Boats and Customer is that of independent contractors and that relationship shall continue as such throughout the Term. It is further agreed that nothing contained in this Agreement shall be construed to constitute either party as being a partner, joint venturer, or agent of the other.

Expenses of Enforcement

In the event litigation or arbitration is instituted to enforce this Agreement, the prevailing party will be entitled to recover from the other party such sum as the arbiter or court, as the case may be, may judge reasonable as attorneys’ fees at trial and upon appeal, in addition to all other sums provided by law.

Arbitration

In the event of any dispute or controversy arising out of or related to this Agreement, including the interpretation of any provision of this Agreement, which cannot be resolved informally by the parties, such dispute will be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, except as such rules may be modified by this Agreement or by the mutual consent of the parties. Any arbitration proceeding conducted hereunder shall be held in Wichita, Kansas and will be enforceable in any court of competent jurisdiction.

Successor Interests

Maha Mysore Boats may assign or subcontract, in whole or in part, Maha Mysore Boats’s performance hereunder. Otherwise, this Agreement may not be assigned absent the consent of the non-transferring party. Any such attempt by Customer to assign in violation of the foregoing restriction shall be null and void. Subject to any limitation upon assignment expressly contained herein, this Agreement will be binding upon and inure to the benefit of the successors, subcontractors, and assigns of the parties.

Force Majeure

Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss or fluctuations, telecommunications failure, hacker attacks, internet slowdowns, acts of God, or any other cause constituting force majeure, provided, however, that the foregoing does not excuse or delay Customer’s payment obligations hereunder. Furthermore, Customer acknowledges that, in connection with the IT Services provided under this Agreement, Maha Mysore Boats assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with the IT Services provided under this Agreement. Maha Mysore Boats further makes no warranty and assumes no liability regarding the availability, reliability, or suitability of any Internet services.

Limitations of Actions

No actions, regardless of form or basis, arising out of transactions related to this Agreement, including the IT Services performed or to be performed may be brought by either party more than one (1) year after the cause of action has first accrued except that an action for nonpayment may be brought within two (2) years after the date of last payment owed by Customer under this Agreement.

Waiver

Waiver of any breach of this Agreement committed by either party will not constitute a waiver of any other or future breach. Specifically, Maha Mysore Boats may elect to continue performance notwithstanding a breach committed by Customer but Maha Mysore Boats’s performance will not constitute a waiver of such breach nor otherwise limit the exercise of Maha Mysore Boats’s remedies.

Injunction

Customer agrees that Maha Mysore Boats would be irreparably harmed by Customer’s breach of its obligations hereunder, and such harm could not be compensated by money damages alone. Therefore, notwithstanding Section 16, as to matters related to a breach of Section 8, a party will be entitled to obtain injunctive and other equitable relief for the threatened or actual breach by the other party to this Agreement, without the obligation to first post a bond or other security.

Entire Agreement

This Agreement (as defined above) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended by Licensee except by a writing signed by both Maha Mysore Boats and Licensee; provided that Customer acknowledges and agrees that Maha Mysore Boats reserves the unilateral right, at its sole discretion, to amend or modify the terms of this Agreement from time to time. In the event of a conflict between or among the terms set forth in these Standard Terms, and any Quote, or any other document made a part hereof, the documents shall control in the following order: these Standard Terms shall control unless a Quote expressly provides otherwise by reference to these Standard Terms and the contradicting statement or section of these Terms and Conditions, and in such event the Quote with the latest date shall control, and then these Standard Terms if the Quote satisfies the foregoing condition, and then any other documents.

Publicity

Customer shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers, without the prior written consent of Maha Mysore Boats. This obligation will survive the cancellation or other termination of this Agreement. Maha Mysore Boats shall have the right to issue press releases identifying Customer as a business customer.

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