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THE PRODUCT (SAAS)

TrueReach AI will develop and deploy AI-powered software-as-a-service (SaaS) product(s) for the Customer in accordance with the SaaS Services Agreement.

The product(s), along with the any services mentioned in the Agreement, shall be made available to the Customer as per the terms of the Agreement. The product will also include regular updates and improvements, which will be provided to the Customer throughout the duration of this Agreement.

Subject to the terms of the Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Terms of Service available here.

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RESTRICTIONS AND RESPONSIBILITIES

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, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer is responsible for identifying and authenticating all users, for approving access by such users to the services, for controlling against unauthorized access by users, and for maintaining the confidentiality of credentials and account information. Customer shall be responsible for all activities that occur under every usernames, passwords or accounts or as a result of users’ access to the Services and agree to notify Company immediately of any unauthorized use. Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Services or Products. 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, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

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DATA PROTECTION AND PRIVACY

In the course of providing the Services, Company may process personal data on behalf of the Customer. Company shall:
(i) process such data solely for the provision of the Services and not for any other purpose, unless such other processing is expressly authorized in writing by the Customer
(ii) not share, transfer, disclose or otherwise provide access to such data to any third party, unless such action is expressly authorized in writing by the Customer
(iii) implement and maintain appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure
(iv) notify the Customer without undue delay upon becoming aware of any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, such data; and
(v) ensure that its personnel engaged in the processing of such data are informed of the confidential nature of the data and are subject to an obligation of confidentiality. The

Customer shall retain ownership rights over all data provided by the Customer in the course of utilizing the Services. Company acknowledges and agrees that it does not own, and shall not claim any rights over, such data. Notwithstanding anything to the contrary, Company shall have the right collect and analyze 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 and data derived therefrom), and Company will be free (during and after the term hereof) 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 Company offerings, and
(ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein

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CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company 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 five (5) years following the disclosure thereof 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.

Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

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LIMITATION OF LIABILITY

The fees mentioned in order forms is exclusive of all applicable government taxes and duties. Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), the company reserves the right to decline additional services until the payment is made. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Customer (which may be sent by email). Customer can decide to terminate the agreement within 30 days of receipt of such notice. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services.

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INR Billing and Currency Conversion (if applicable)

In case the pricing under this agreement is fixed in United States Dollars (USD) but billing is in Indian Rupees (INR), the conversion from USD to INR will be based on the average of the buying and selling rates over the last 7 days as published by the State Bank of India (SBI) on the billing date. To calculate this average rate, the buying and selling rates for each of the last seven days will be added together and then divided by 14. This average rate will be applied to the USD amount to calculate the billing amount in INR. By agreeing to these terms, the parties acknowledge and accept the potential fluctuations in currency exchange rates and agree that the use of this average conversion rate provides a fair and reasonable estimate of the value.

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PAYMENT OF FEES

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement upon fifteen (15) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement 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.

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WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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TERM AND TERMINATION

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY 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 THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY 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 OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement 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 this Agreement, 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 this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement 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 recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of India.

No Waiver by Conduct. No waiver of any of the terms of this Agreement will be valid unless in writing and designated as such. Any forbearance or delay on the part of either Party in enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence.

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Republic of India. Any legal action or proceeding relating to this Agreement shall be instituted and remain in exclusive jurisdiction of the Courts of Bangalore.

Counterparts; Method of Amendment. This Agreement, and any amendments thereto may be executed in counterparts and will not be effective or enforceable unless and until it is executed with the handwritten signature of an authorized representative of each of the relevant entities.

Force Majeure. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. In the event the interruption of the excused Party’s obligations continues for a period in excess of Thirty (30) calendar days, either Party shall have the right to terminate this Agreement upon Fifteen (15) calendar days’ prior written notice to the other Party.

By agreeing to these Terms and Conditions, the Customer grants Sachmein AI Technologies Private Limited a non-exclusive, worldwide, royalty-free license to use the Customer's name and company logo in marketing, promotional, and advertising materials. This includes the right to display the Customer's name and logo on Sachmein AI Technologies Private Limited website, in client listings, presentations, and case studies, intended for promotional purposes that demonstrate the Customer’s collaboration with Sachmein AI Technologies Private Limited. This license is solely for the purposes described herein and does not imply any endorsement by the Customer of Sachmein AI Technologies Private Limited’s services or products. The Customer may request in writing to shubham@truereach.ai that Sachmein AI Technologies Private Limited cease using their name and logo in new marketing materials, which Sachmein AI Technologies Private Limited will comply with in a reasonable timeframe.

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ENTIRE AGREEMENT

This Agreement constitutes the complete agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the Parties.

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Service Level Terms

The Services shall be available 95%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 2% of Service fees for each period of 30 or more consecutive minutes of downtime. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

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Support Terms

Company will provide email Support to Customer on weekdays during the hours of 10:00 am through 5:00 pm IST, with the exclusion of Holidays (“Support Hours”). Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

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Incident Management

This Agreement outlines the procedures for managing incidents that may disrupt the normal operation of the services provided by the Company.
1. Identification & Reporting: An incident, defined as any event causing or potentially causing a disruption or reduction in service quality, may be identified via automated system monitoring tools or reported by customers or staff. All incidents must be logged, classified according to severity, and detailed adequately for future analysis.
2. Classification & Prioritization: Incidents are classified and prioritized based on their severity, the extent of impact on business operations, and the urgency of resolution. This classification facilitates the allocation of the incident to the relevant resolution team and determines the order of resolution.
3. Assignment: Upon classification, incidents are assigned to the appropriate teams or individuals for resolution. For major incidents, an Incident Manager may oversee the entire resolution process.
4. Resolution & Recovery: The assigned team or individual will strive to resolve the incident promptly and restore the service to its standard operational level. The resolution must be tested and confirmed effective before the incident is deemed resolved.
5. Closure & Review: Once resolved, the incident will be officially closed within the incident management system. A post-incident review will be conducted to ascertain the root cause, identify potential improvements, and implement preventive measures to circumvent a recurrence.
6. Communication: During all stages of incident management, transparent and regular communication will be maintained with the Customer. This includes providing updates regarding incident status, anticipated resolution timelines, and the steps taken towards resolution.

This Incident Management procedure ensures that service disruptions are addressed effectively and efficiently, with minimal impact on business operations and customer experience. The process is designed to restore normal service operation as quickly as possible and to minimize any adverse effects on business operations.

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Business Continuity Plan (BCP) & Disaster Recovery Plan

This Agreement sets forth the Business Continuity & Disaster Recovery Plan, designed to ensure the continuation of service and minimize disruption in the event of a significant business disruption (SBD).
1. Service Continuity: Given that the Company does not store any data and solely provides analytical services, our primary focus is on maintaining the continuity of these services. In the event of an SBD, our objective is to ensure the rapid restoration of these services to minimize disruption for our customers.
2. System Redundancy: The Company has established system redundancies to ensure the continuous operation of our services. This includes mirrored servers to guarantee uninterrupted service even in the event of primary system failures.
3. Recovery Strategies: In the event of an SBD, the Company will implement recovery strategies to restore normal business operations as quickly as possible. This includes utilizing backup systems, relocating to an alternative operating sites if necessary, or implementing manual workarounds.

Communication: In the event of an SBD, the Company will ensure effective communication with the Customer. We will provide regular updates on the situation and our recovery progress.