Terms Of Use

These   Terms   of   Use   ("Terms")   establish   an   agreement   between   ToolJet Solutions,   Inc,   having   its   registered   office   at   355   Bryant   Street   403,   San Francisco,   CA   94107   (“Tooljet”,  which   expression   shall   include   where appropriate   its   affiliates,   successors   and   assigns)   and   You.   These   Terms   shall govern Your access and use of the Product offered by Tooljet. You understand that by checking the acceptance box at the time of signing up for   the   use   of   Product   and/or   Services,   You   are   signifying   Your   acceptance   to these Terms published on Tooljet’s website at https://tooljet.com/terms. You agree that these Terms are enforceable like any written agreement signed by You and legally binding between You and Tooljet.
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1 Definitions
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(a) Account means the user account created by You upon signing up to the Terms and providing the requisite information;
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(b) Confidential Information means any information which is disclosed by either   Party   to   the   other   Party   pursuant   to   or   in   connection   with   the Terms (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) including, but
not limited to, the Proprietary Information of Tooljet;
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(c) Customer   Data  means   any   information,   definitions,   commands, credentials   application,   file,  text  or   such  other  material  that   is  shared, uploaded  or  generated  by   You   while   availing   of   or   in   the   use   of   the Services and/or Product, such as and may include PII;
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(d) Effective Date means the date on which You create an Account; accept the Terms; or install or use any part of the Product;
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(e) Hosting Servers means those servers and other hardware and software that   shall   be   used   to   host   the  Product  or   any   other   information   as determined by Tooljet in its sole discretion;
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(f) Intellectual   Property   Right  means   and   includes,   without   limitation, any   patents,   copyrights,   trademarks,   trade   secrets,   service   marks, designs,   database   rights,   design   rights,   moral   rights   or   any   other property   rights   that   grant   similar   rights   as   the   foregoing,   whether registered or not, throughout the world;
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(g) Party  means  either   Tooljet   or   You   as   the   context   so   requires   and Parties shall refer to both Tooljet and You;
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(h) Payment   Method  means   a   current,   valid,   accepted   method   of payment, as may be updated from time to time, and which may include
payment   through   Your   Account   with   a   third-party   service   provider/payment gateway;
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(i) Personally  Identifiable Information  or PII  means any data, records or   information   related   to   an   individual   that   identifies   (directly   or
indirectly) such individual;
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(j) Product means managed SaaS offering of ToolJet’s low-code platform;
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(k) Proprietary   Information  means   (i)   the   Product,   (ii)   the   concepts, techniques,   ideas,   and   know-how   embodied   and   expressed   in   the Product,   including   its   architecture,   structure,   sequence,   and organization;   and   (iii)   any   inventions,   customisations,   drawings, performances,   software,   databases   and   methodologies   in   any   manner related to the Product;
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(l) Services  mean   the   capability   provided   by   Tooljet   to   You   to   perform certain specific processes by virtue of using the Product;
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(m) Subscription Period means the monthly or annual subscription period that   You   may   choose   to   sign   up   for   in   respect   of   the   Product   and Services;
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(n) Subscription   Plan  means   the   basic,   start-up,   business   or   enterprise subscription plan that You may choose to sign up for in respect of the
Product and Services;
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(o) Territory means worldwide;
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(p) You or Yours  means   any  person,   individual   or   entity   that   enters   into these   Terms  at   the   time   of   signing   up   for   the   use   of   Product   and/or Services.
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2 Grant of License and Hosting
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(a) In consideration of the Fees paid by You to Tooljet, Tooljet hereby grants You   a   revocable,   non-exclusive,   non-transferable,   non-sublicensable, limited right to access and use the Product and to avail the Services, for the  Term, within  the Territory, subject  to the  terms and conditions set
forth herein.
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(b) The  Services  are   being  made  available  to  You   on   a  fully  hosted  basis, i.e., the Product is hosted on the Hosting Servers or On-Prem basis where you are hosting ToolJet in your own infrastructure. You  understand and agree that:
(i) the Hosting Servers are provided by third-party partners of Tooljet; and
(ii) such third-party partners have additional terms that are binding on You in the use of the services and access to the Product.Nothing  herein  shall  be  deemed  to  require  Tooljet to  provide   You  with the Product on any physical medium.
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(c) Tooljet shall not be restricted (i) from collecting, storing, analysing and using the data related to the use of the Product and the Services by You;
and   (ii)   from   accessing   and   analysing   the   Customer   Data   on   an pseudonymised   basis,   for   any   purpose   Tooljet   deems   appropriate,
including tracking Your usage of the Product and the Services, invoicing You   in   accordance   with   the   Terms,   tracking   the   product   performance, marketing   and   sales   materials,   benchmarking   studies   and   product development. Such data shall be Tooljet’s Proprietary Information.
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3 Intellectual Property Rights
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(a) The Parties agree that You  shall at all times retain the title to and the Intellectual Property Rights over the Customer Data.
(b) You  acknowledge  that,  except for the  limited right of access  expressly granted   under   the   Terms,   the   ownership   of   and   title   in   and   to   all Intellectual   Property   Rights   in   the   Product,   the   Services,   modifications, enhancements (if any) and Tooljet Confidential Information, are and shall remain with Tooljet.
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4 Prohibited Uses:
(a) You shall not:
(i) use   the   Products   and   the   Services   except   as   provided   in   these Terms and supplemental terms (if any);
(ii) copy   any   features,   functions   or   user   interfaces/graphics   of   the
Products;
(iii) remove any copyright, trademark or other proprietary notices from any portion of the Product placed by us or any third-party partners;
(iv) decompile, reverse engineer or disassemble the Product;
(v) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, transmit or otherwise exploit the
Product except as expressly permitted by Tooljet;
(vi) permit   use   of   the   Product   by   an   unauthorised   third   party   or undertake   any   activity   which   negatively   impacts   or   tampers   with
the security measures of the Company;
(vii) build applications  that interact  with, or combine applications  with, the Product which negatively affect the performance of the Product;
(viii) cause or launch any programs or scripts for the purpose of scraping, indexing,   surveying,   or   otherwise   data   mining   any   portion   of   the
Product   or   the   Services   or   unduly   burdening   or   hindering   the operation and/or functionality of any aspect of the Product or Tooljet
systems or any other computer system including by introduction of any virus, Trojan horses, worms, time bombs or such material;
(ix) attempt to gain unauthorized access to or impair any aspect of the Product or its related systems or networks;
(x) use   the   Product   to   host,   download,   store   display,   upload,   modify, publish,   transmit,   update   or   share   any   information   including   the Customer Data that
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(A) belongs to any other person and to which You   do   not   have   any   right;
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 (B)   infringes   any   patent,   trademark, copyright or other proprietary rights;
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(C) violates any law which is in force.  
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5 Customer Data
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(a) You understand that all Customer Data is the sole responsibility of the person from whom such Customer Data originates. This means that You,
and   not  Tooljet,   are   solely   responsible   for   any   Customer   Data   You transmit,   store   or   otherwise   make   available   through   Your   use   of   the Product or the Services.  Tooljet  does not control or store the Customer Data,   nor   does   it   guarantee   the   accuracy,   integrity   or   quality  of   such Customer Data. You understand and agree that Your use of the Product and/or the Service and any Customer Data is solely at Your own risk.
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(b) Tooljet shall adhere to reasonable security measures deemed by Tooljet to   be   appropriate,   for   the  commercial  deployment   of   the   Product
including,  without  limitation,   using   reasonable   measures   to   secure   the Customer Data from unauthorised access and modifications.
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(c) While Tooljet shall to the extent it collects and processes the Customer Data   comply   with   applicable   laws,   You   undertake   and   agree   that   You shall   procure   all   the   consent(s)   and   approvals   necessary   to   use Customer Data in Your use of the Product and/or Services and to enable Tooljet to provide the Services to You using the Customer Data.
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(d) You   are   responsible   for   backing   up,   to   Your   own   computer   or   other device,   any   important   documents,  materials  or   other   user   generated content   that   You   store   or   access   via   the   Service.  Tooljet  shall   use reasonable skill and due care in providing the Service,  but Tooljet  does not guarantee or warrant that any user generated content You may store or access through the Service will not be subject to inadvertent damage, corruption or loss.

6 Third Party Materials

Third  Party   Materials, if any,  with  which  the  Product   interoperates,  shall   be subject   to   the   specific   license   terms   set   forth   in   the   respective   license agreements governing such Third Party Materials. To the extent that Tooljet has specific license terms agreed upon with the corresponding third parties with  respect  to one  or  more  items  of the  Third Party  Materials,  such  terms shall be set forth in the Annexure to these Terms.
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7 Fees
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(a) You   shall   at   the   time   of   creation   of   Your   Account,   provide   certain payment details including Your Payment Method as maybe applicable to facilitate Your access and use of the Product and the Services.
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(b) Tooljet   will   charge   You   using   Your   Payment   Method   based   on   the Subscription  Plan   and the  Subscription  Period  that  You   may  choose  for the use of the Products and the Services (“Fees”) every month.
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(c) The Fees for Your use of the Product and Services and any other charges You may incur in connection with the same, will be charged monthly in
accordance   with  Your   Subscription   Plan   and  the  Subscription  Period  on the   calendar   day   corresponding   to   the   commencement   of   Subscription Period.
(d) Notwithstanding   anything   contained   in   these   Terms,   the   Fees   are exclusive   of   all   taxes   thereon.   You   may   deduct   tax   at   source   at applicable rates. You shall be liable for all transaction taxes on any fees provided  under  these  Terms   and  supplemental  terms   (if  any)  including but   not   limited   to   goods   and   services   tax   (GST),   consumption   tax, business tax, service tax, product sales tax and similar taxes.
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(e) In the event You fail to pay the Fees in accordance with the Subscription Plan   and   the   Subscription   Period   that   You   have   signed   up   for,   Tooljet may, at its discretion, suspend Your use and access to the Product and
Services.
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8 Disclaimer of Warranties
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(a) You understand and acknowledge that certain risks are inherent in the transmission   of   information   over   the   internet.   By   signing   up   to   these Terms,   You   have   chosen   to   use   the   security   measures   provided   by Tooljet even though other security measures are available. While Tooljet uses   industry   standard   information   security   measures   to   protect   the Product and the Service from viruses and malicious attacks, Tooljet  does not represent or guarantee that the Product or the Services will be free from   loss,   corruption,   attack,   viruses,   interference,   hacking,   or   other security intrusion, and  Tooljet  disclaims any liability relating thereto to the   extent   that   such   loss,   corruption,   attack,   viruses,   interference, hacking,   or   other   security   intrusion   occur   despite  Tooljet  using   the information security measures. Tooljet warrants that, during the term of these   Terms,   Tooljet   will   employ   commercially   reasonable   system security measures. Except as expressly set forth in this section, Tooljet makes   no   representation,   warranty,   covenant   or   agreement   that   its security measures  will  be  effective  and neither Tooljet nor its affiliates shall   have   any   liability   for   the   breach   of   its   security   measures,   or   the integrity of the systems or Tooljet’s computer servers, unless caused by the wilful misconduct or gross negligence of its employees.
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(b) The Product and the Services are provided to You on an “as-is” and “as available   basis”.   Tooljet   is   not   responsible   for   any   failure   of   the
telecommunications   network   or   other   communications   links   utilised   to gain access to the Product and/or the Services.
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(c) You  further  acknowledge   that   the   Product   and   the   Services   are   not intended   or   suitable   for   use   in   situations   or   environments   where   the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage.
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(d) EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, TOOLJET AND ITS   AFFILIATES,   SUBSIDIARIES,   OFFICERS,   DIRECTORS,   EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM AND EXPRESSLY WAIVE ALL OTHER, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER   EXPRESS   OR   IMPLIED,   ARISING   BY   LAW,   CUSTOM,   ORAL   OR
WRITTEN STATEMENTS OF TOOLJET OR THIRD PARTIES INCLUDING, BUT NOT   LIMITED   TO,   ANY   WARRANTY   OF   MERCHANTABILITY OR   FITNESS FOR   PARTICULAR   PURPOSE   OR   OF   ERROR-FREE   AND   UNINTERRUPTED USE   OR   OF   NON-INFRINGEMENT   EXCEPT   TO   THE   EXTENT   EXPRESSLY PROVIDED ABOVE (LIMITED WARRANTY).  IN PARTICULAR,  TOOLJET  AND
ITS   AFFILIATES,   SUBSIDIARIES,   OFFICERS,   DIRECTORS,   EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE PRODUCT   AND/OR   THE   SERVICE   WILL   MEET   YOUR   REQUIREMENTS;   (II) YOUR   USE   OF   THE   PRODUCT   AND/OR   THE   SERVICE   WILL   BE   TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE.
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(e) Any  telecommunication   or   other   links   required  for   the   purposes   of   the Services and Your access  of the Product shall  be procured by You  and Tooljet   shall   have   no  responsibility   for   the   non-availability   or   failure   of any telecommunication or other links.  
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9 Term, Termination and Suspension
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(a) The Terms  will come into force on the Effective Date and shall continue in   force   unless   terminated   earlier   in   accordance   with   the   terms   of  the Terms.

(b) Tooljet may terminate these Terms:
(i) if You breach any of provisions under this Terms and have not cured such  breach  within  30 (thirty) days  after receipt of notice  of such
default from Tooljet; or
(ii) immediately, if You have breached Your obligations under Section4 (Prohibited Use) or Section 10 (Confidential Information) or You file
for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
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(c) You may terminate  these Terms with a 30 (thirty) day notice if Tooljet breaches any provision of the Terms and have failed to cure such breach
within thirty (30) days after receipt of notice of such default from You.
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(d) Each Party may terminate the Terms for its convenience upon providing a thirty (30) day written notice to the other Party.
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(e) Upon termination of  the Terms, You shall be under an obligation to pay any Fees due, up till the date of termination, and the rights granted for
use of the Product and Services shall automatically cease.
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(f) Those   provisions,   which   by   their   nature   are   intended   to   survive   the termination   of  the   Terms,   shall   survive   the   termination   of  the   Terms. Notwithstanding anything stated in this Terms, Tooljet may, at any time, suspend the Services and/or the Product if in the reasonable opinion of Tooljet: (i) You or any or all users have breached the terms of the Terms; or   (ii)   such   suspension   is   required   for   safety   purposes   or to   prevent   a security breach; or (iii) to prevent any irreparable damages or losses to Tooljet or any other third party; or (iv) if any Fees and/or payments are more than fifteen (15) days overdue.
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10 Confidential Information
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(a) In the course  the Terms, the Parties may exchange and/or provide the other Party with access to their Confidential Information. Each Party shall
maintain   the   secrecy   of   the   other   Party’s   Confidential   Information   and shall not permit the disclosure or duplication of Confidential Information to  any   third  party   other  than  an  employee,  agent  or   representative  of the receiving Party who needs such information for the performance of the   obligations   hereunder.   The   receiving   Party   shall   ensure   that   it maintains   Confidential   Information   using   security   practices   and procedures which conform to generally accepted industry standards.
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(b) The   obligations   with   respect   to   the   Confidential   Information   disclosed pursuant to  the Terms  shall continue to bind the Parties for a period of five   (5)   years   following   the   termination   or   expiry   of  the   Terms.   The receiving   Party   may   disclose   Confidential   Information   where   the contemplated   disclosure   is   required   by   applicable   law,   provided   that, where   permitted   by   applicable   law,   the   receiving   Party   gives   the disclosing   Party   sufficient   notice   of   the   disclosure   and   the   reasonable endeavours   to   maintain   the   confidentiality   of   the   Confidential Information and discloses only what it must.
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(c) If   the   receiving   Party   commits   a   breach   of   its   obligations   related   to Confidential   Information,   in  addition   to  the   remedies  available  to  it  for breach   of   contract,   the   disclosing   Party   shall   be   entitled   to   seek   the remedies   afforded   to   it   in   equity   or   at   law   for   breach   of   confidence including injunctive relief without the  requirement to post any bond or
security.
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(d) Notwithstanding anything here in, information disclosed pursuant to  the Terms shall not be deemed to be Confidential Information if the receiving
Party can show that such information:  (i) was publicly available prior to the   disclosure   of   such   Confidential   Information   or   is   made   publicly
available   by   the   disclosing   Party   without   restriction;   (ii)   was   rightfully received by the receiving Party from third parties without accompanying
secrecy obligations; (iii) was already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party;
or (iv) was independently developed by the receiving Party and the same can be evidenced with written records.
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(e) On  termination   of  the  Terms  as   provided  for  in  Section  9  above   or  on request   of   the   disclosing  Party,   the   receiving  Party  shall   return   to   the disclosing Party or delete, any and all Confidential Information that may
have been disclosed.
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11 Indemnity
You shall defend, indemnify and hold harmless Tooljet, it’s officers, directors, employees   and   agents,   from   and  against   any   and   all   claims,   damages, obligations, losses, liabilities, debts and costs (including reasonable attorneys’ fees), brought against  Tooljet  by third parties, arising out of or in relation to (i) Your violation of these Terms; (ii) Your breach of any Customer Data; (iii) Your   violation   of   any   third   party   right,   including   without   limitation   any copyright,   property,   or   privacy   right;   or   (iv)   Your   breach   of   any   applicable laws.   Your   indemnification   obligation  under   this   Section   11   will   survive
termination of this Terms and Your use of the Services.
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12 Limitation of Liability
(a) Tooljet shall have no responsibility or liability if (i) the Product and/or the Services are not used in accordance with these Terms and supplemental
terms   (if   any);   or   (ii)   if   any   defect   is   caused   by   Your   computing environment, or by interfacing third-party software.
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(b) IN NO EVENT SHALL TOOLJET BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING   NEGLIGENCE)  OR  OTHERWISE  FOR   ANY LOSS  OF  PROFITS, BUSINESS,   CONTRACTS,   OR   REVENUES,   LOSS   OF   OPERATION   TIME, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION,   SPECIAL,   INDIRECT,   INCIDENTAL   PUNITIVE   OR CONSEQUENTIAL  DAMAGE   OF   ANY   NATURE   WHATSOEVER   OR HOWSOEVER   ARISING   OUT   OF   OR   IN   RELATION   TO   THE   PRODUCT, SERVICES OR ITS USE BY YOU OR ANY USER OR THE TERMS.
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(c) THE   MAXIMUM   AGGREGATE   AMOUNT   THAT   YOU   OR   ANY   PARTY CLAIMING   THROUGH   YOU   CAN   RECOVER   FROM   TOOLJET   AND   ITS AFFILIATES,   OFFICERS,   EMPLOYEES,   AGENTS   AND   PROFESSIONAL ADVISORS   FOR   ALL   CLAIMS   ARISING   FROM,   UNDER   OR   RELATING   TO THIS TERMS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED USD one thousand (1000).
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13 Assignment
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Neither  Party  shall   assign  its  rights,  claims  or  other  entitlements  under  the Terms without prior written consent from the other Party.
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14 Governing Law and Dispute Resolution
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(a) This Terms shall be governed by and construed in accordance with the laws of California, without regard to its conflict of laws principles and all
disputes   arising   out   of   this   Terms   shall   be   exclusively   referred   and resolved by the competent courts in California.
(b) All   disputes   arising   out   of   the   Terms   shall   be   exclusively   resolved   by arbitration at Bangalore by a  sole  arbitrator, mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996 (as amended,   supplemented   or   replaced).   The   language   to   be   used   in arbitral proceedings shall be English.
 
15 Force Majeure
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Neither   Party   shall   be   liable   to   the   other   for   failure   or   delay   in   the performance of an obligation, excluding payments due, if such failure or delay is caused by an event beyond the Party's  control,  provided that such  Party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other Party may terminate  the Terms if such condition continues for a period of thirty (30) days.
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16 Waiver
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No   waiver   of   any   breach   of   any   provision   of   the   Terms   shall   constitute   a waiver   of   any   prior,   concurrent   or   subsequent   breach   of   the   same   or   any other   provisions   of   the   Terms.   Further,   no   waiver   shall   be   effective   unless made in writing and signed by an authorised signatory of the waiving Party.
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17 Amendments
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Tooljet   may,   at   its   sole   discretion,   amend   the   Terms   or   the   supplemental terms   (if   any)   from   time   to   time.   Unless   otherwise   set   out   herein, amendments will be effective upon Tooljet’s posting of such updated Terms on tooljet.com/terms or by notification to You. Your continued access or use of the Product and/or the Services after such posting constitutes Your consent to be bound by the Terms, as amended without a need for any further consent.
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18 Severability
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If any of the terms in this Terms are held to be invalid, such term shall to the extent   of   the  invalidity  be   severed   from   the   remaining   terms   which   shall continue to be valid.
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19 Notices
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All notices and other communications made or required to be given under this Terms   shall   be   in   writing   and   shall   be   deemed   given   upon   receipt   at   the address as provided for in the title of this Terms of Use.
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20 Entire Agreement
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This Terms  constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes prior written or oral
agreements between the Parties.