Terms Of Service

1.1. Introduction

Videosdk offers comprehensive solutions in real-time communication technology, empowering customers to leverage our platform for:

1. Real-time Audio and Video Programmable Cloud APIs and SDKs

2. Scalable low latency interactive live streaming APIs with flawless adaptive streaming

All the above services are collectively called “Videosdk Services”. Videosdk Services shall also include a) the service or providing any corresponding APIs, documentation or software that may be made available by us in connection with such service; b) any onboarding assistance provided; and c) subsequent enhancements, updates and bug fixes to the foregoing made generally available by us.

1.2. Definitions

“Account-Related Information” means contact information and biographical information about Website Visitor, Customer and/or Customer’s representatives used to access Website or Videosdk Services.

“Customer Content” means (i) data or information or content of Customer and Website Visitor to which we have access; and (ii) any data or information or content Customer or Website Visitor submits to us, or we generate for Customer in connection with the use of the Videosdk Services (not including Account-Related Information).

“Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).

“Documentation” means the technical user documentation provided on Website or within Videosdk Services.

“Laws” means all applicable local, state, federal, foreign, and international laws, regulations, and conventions, including, without limitation, those related to data privacy and data disclosure, data security, international communications, and cross-border data transfers.

“Permitted Users” means Website Visitors, you and your employees, contractors, and Affiliates to whom the access to Website and/or use of Videosdk Services is permitted. You may permit individuals serving as its independent contractors and consultants who are not our competitors (“Contractors”) and individual employees, Contractors, or consultants of Affiliates to serve as Permitted Users, provided you remain responsible for compliance by each such Permitted User with the Terms. “Affiliate” means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or otherwise.

“Personal Information” means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s license number, government identification card number, passport number, or other similar identifiers; or (ii) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy or data security Law.

2.1. Access and usage

1. Subject to these Terms, we will provide the Videosdk Services to you in accordance with the subscription plan, and we grant you a limited non-exclusive, non-transferrable, world-wide right and license during the Term, solely for your internal business purposes and in accordance with the Documentation, to: (a) use the Videosdk Services; (b) implement, configure, and, through its Account Administrator(s), permit its Permitted Users to access and use the Videosdk Services up to any applicable limits or maximums; (c) access and use the Documentation; and (c) take such steps, in accordance with the functionality of Videosdk Services, that you deem adequate to maintain appropriate security, protection, deletion, and backup of Customer Content.

2. For using Videosdk Services, you must register and create an account (“Account”). Creation of Account may require you to (i) provide your contact information; (ii) submit any form of authentication during registration process, as may be determined by us; and (iii) indicate your agreement to the Terms. You should not create an Account and/or use the Videosdk Services if you have been previously removed by us and/or banned from the Videosdk Services for any reason. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select and/or use a username or name of another person with the intent to impersonate that person; (ii) use as a username a name that is otherwise offensive, vulgar and/or obscene; and (iii) use a as a username a name subject to any rights of a person other than you without appropriate authorization.

3. Except as expressly specified in the Terms, you will not (and you will not permit any third party to): (i) rent, lease, provide access to, resell, or sublicense the Videosdk Services to a third party or provide the Videosdk Services to a third party as a managed service; (ii) use the Videosdk Services to provide, or incorporate the Videosdk Services into, any product or service provided to a third party; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Videosdk Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (iv) copy or modify the Videosdk Services or any Documentation, or create any derivative work from any of the foregoing; (v) remove or obscure any proprietary or other notices contained in the Videosdk Services (including any reports or data printed from the Videosdk Services); (vi) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Videosdk Services (including images, texts, page layout, form); (vii) use any metatags and/or other “hidden texts” using Videosdk.live name and/or trademarks; (viii) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars or the like) to “scrap” and/or download data from any pages contained in the Videosdk Services (ix) take any action that imposes or may impose an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure and platform; (x) use the Videosdk Services for any unlawful purpose and/or to violate any federal, state or international law; (xi) run any form of auto-responder and/or “spam” on the Videosdk Services.

4. You agree that its assigned Account Administrator(s) has authority to provide us with and accept from us any required authorizations, requests, or consents on your behalf with respect to your Account.

5. You agree that it is your responsibility to decide which data and Customer Content to submit to Videosdk Services. Unless otherwise required by you, any Customer Content will be retained subject to our data retention policies and confidentiality obligations under the Terms. You specifically acknowledge that we are not obliged to maintain a backup of any data and that we may not always be able to restore such data in case it is deleted at your request. You further acknowledge and agree that we and our designees shall have the right to remove any Customer Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge that we do not verify, adopt, ratify, or sanction Customer Content, and you agree that you must evaluate and bear all risks associated with your use of Customer Content.

6. Your Account is non-transferable and may not be sold, combined and/or otherwise shared with any other person. You are fully responsible for all activities that occur under your Account and for other actions taken in connection with your Account. Maintaining security of your Account is solely your responsibility. You should never publish, distribute, share and/or post login information of your Account. You must notify us immediately of any breach of security and/or unauthorized access to and/or use of your Account.

7. You may assign and expressly authorize a Permitted User(s) as its agent to manage your Account, and management of your Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”).

2.2. Privacy practices and data protection

Our privacy practices regarding Personal Information stored using the Website and/or Videosdk Services are governed by the then-current version of our Privacy Policy (“Privacy Policy”) posted at https://dev.videosdk.live/privacy-policy.

1. “Confidential Information” or “CI” shall mean non-public confidential or other proprietary information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under these Terms or is obtained by the Receiving Party in connection with its dealings with the Disclosing Party. CI shall not include information that: (i) is in the Receiving Party’s possession without restrictions of confidentiality prior to receipt from the Disclosing Party, (ii) is or becomes public knowledge other than due to disclosure by the Receiving Party, (iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party, if such development was accomplished without the use of the Disclosing Party’s CI. All information provided to us that is not CI will be treated in accordance with our Privacy Policy.

2. The Receiving Party shall (i) not disclose to any third party any portion of the CI it receives from the Disclosing Party without the prior written consent of the Disclosing Party; (ii) not use or exploit the CI in any way except for the purpose of internal review of the CI to evaluate the Transaction, to perform the agreement embodying the Transaction, or as otherwise specifically licensed by the Disclosing Party; (iii) promptly return or destroy, at the Disclosing Party’s option, all materials and documentation comprising or containing the CI received from the Disclosing Party upon completion of the review or use, or upon request of the Disclosing Party; (iv) take all reasonably necessary precautions to protect the confidentiality of the CI received hereunder and exercise at least the same degree of care in safeguarding the CI as the Receiving Party would with its own confidential information, but in no event less than a reasonable degree of care; (v) disclose CI to employees or Representatives only if they have a need to know the CI; (vi) cause its employees or Representatives who receive access to CI to abide by the restrictions and terms of these Terms; and (vii) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the CI. “Representative” means an agent, attorney, accountant, financial advisor, contractor, or other representative of the Receiving Party outside the Receiving Party’s organization. The Receiving Party shall not disclose any CI of the Disclosing Party to a Representative of the Receiving Party unless the Representative is either (i) subject to a written confidentiality agreement between the Receiving Party and the Representative obligating the Representative to maintain such CI in confidence, or (ii) otherwise subject to fiduciary obligations of confidentiality under applicable law that would require the confidential treatment of the CI.

3. If the Receiving Party is required by a government body, court of competent jurisdiction, or judicial or administrative process to disclose any of the Disclosing Party’s CI, the Receiving Party shall give the Disclosing Party reasonable advance notice so that the Disclosing Party may contest the disclosure or seek a protective order.

4. The Receiving Party acknowledges that breach of this Section will cause irreparable harm to the Disclosing Party that is inadequately compensable in damages. Accordingly, the Receiving Party hereby acknowledges that the Disclosing Party is entitled to seek the issuance of any injunctive relief or the enforcement of other equitable remedies against it in any suit by the Disclosing Party to compel performance of any of the terms of this Section.

4.1. Website and Videosdk Services

Website and Videosdk Services contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Website and Videosdk Services. You acknowledge that the Website and Videosdk Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of ours and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Website and Videosdk Services, shall, as between you and us, at all times be and remain the sole and exclusive property of ours. You acknowledge that you are obtaining only a limited right to use the Website and/or Videosdk Services and that irrespective of any use of the words “purchase”, “sale” or like terms in the Terms no ownership rights are being conveyed to you. Further, you acknowledge that the Videosdk Services are offered as an on-line, hosted solution, and that you have no right to obtain a copy of it.

4.2. Customer Content

As between the parties, you will retain all right, title and interest (including any and all Intellectual Property Rights) that you may have in and to the Customer Content as submitted to, generated by, or accessed through the Videosdk Services. Subject to the Terms, you hereby grant to us a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of and display the Customer Content solely to the extent necessary to provide the Videosdk Services. You will ensure that use of Videosdk Services and your collection, usage, storage, transmission, and disclosure to us of all Customer Content are at all times in compliance with your privacy policies and all applicable Laws. You are solely responsible for the accuracy and legality of all Customer Content. You represent and warrant to us that you have all necessary rights, consents, and permissions to collect, use, store, transmit, disclose to us, of all Customer Content as contemplated the Terms, and that no Customer Content will violate or infringe (i) any third-party Intellectual Property, publicity, privacy, or other rights or (ii) any Laws.

4.3. Feedback

You may, from time to time, submit comments, questions, suggestions, or other feedback relating to the Website or any Videosdk Services to us (“Feedback”). We may use such Feedback in connection with any of its products or services without the need to pay compensation for any use of such Feedback. We treat all Feedback as non-confidential and non-proprietary.

5.1. Subscription to Videosdk Services

The prices, features, and options of the Videosdk Services depend on the Subscription Plan selected as well as any changes instigated by you (“Subscription Plan”). For example: (a) if account administrator or you add a Permitted User, we may charge the applicable subscription amount for each additional Permitted User; or (b) if you are charged on pay-as-you-go basis, you may be charged on the basis of your monthly usage of Videosdk Services (b) if you crosse the permitted usage limits or choose to use a feature not part of a particular Subscription Plan, we may charge for additional usage or feature and/or assign you to a new Subscription Plan. We do not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features, usage limits and options in a particular Subscription Plan with a prior notice.

5.2. Payment terms

1. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You must promptly notify us of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, YOU AUTHORIZE US OR OUR AGENTS TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; AND (b) ANY AND ALL APPLICABLE TAXES; AND. The Authorization continues through the applicable Subscription Term and any renewal until you cancel the same.

2. We will provide billing and usage information to you at the time of your selection of the respective Subscription Plan. We reserve the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If You do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive your right to dispute such discrepancies.

3. Except as expressly set forth anywhere in these Terms, all fees are non-refundable. You are required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income. You hereby confirm that we can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. You must make all payments without any setoffs, withholdings, or deduction of any kind. Any late payments will be subject to a service charge equal to 1% per month of the amount due or the maximum amount allowed by law, whichever is less. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Amounts due to us may not be withheld or offset by you for any reason against amounts due from us.

6.1. Term

With reference to Videosdk Services, these Term shall begin on the date you accept it and continues until your Subscription Plan expires or your use of the Videosdk Services ceases (including as a result of termination in accordance with the Terms), whichever is late.

6.2. Termination for convenience

You may terminate your Account at any time upon at least thirty (30) days’ advance written notice to us. We will not terminate your Account for convenience.

6.3. Termination for cause

Either party may terminate these Terms if the other party (a) fails to cure any material breach of the Terms (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).

6.4. Refunds

All fees paid are non-refundable unless otherwise provided for under the Terms. Notwithstanding anything contained in these Terms, if you have paid upfront fees and not used Videosdk Services, you may submit a written request at support@videosdk.live for a refund of the fees paid, which we will consider, without obligation, in good faith. We have no obligation to consider refund requests if there has been a violation of Terms herein, or if records indicate you have started use of the Videosdk Services during that period. Refund, if any granted, shall be net off any banking and remittance charges.

6.5. Effect of termination

Upon any expiration or termination, you will immediately cease any and all use of and access to all Videosdk Services and delete (or, at our request, return) any and all copies of the Documentation, any passwords or access codes and our CI in its possession. You acknowledge that following termination you will have no further access to any Customer Content and that we may delete any such data at any time as per our policies.

7.1. Mutual warranties

Each party represents and warrants that it has the legal power to and authority to enter into these Terms.

7.2. Our warranties

We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, trojan horses, or similar harmful materials into Videosdk Services (but we are not responsible for harmful materials submitted by you or Permitted Users) (“Performance Warranty”). We will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of your data, Customer Content and Personal Information

7.3. Warranty remedy

We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Terms. In such a case, you will receive a refund of any fees you have pre-paid. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services, or equipment or (iii) to Free Trials. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section.

7.4. Disclaimer

VIDEOSDK SERVICES IS PROVIDED “AS IS'' AND ‘AS AVAILABLE” BASIS. NEITHER WE NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND LICENSORS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF VIDEOSDK SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU UNDERSTAND THAT USE OF THE CLOUD PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS BUT, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY THE LAW.

8.1. By you

You will indemnify, defend, and hold harmless us, our affiliates, officers, directors, and employees from and against any and all Claims arising out of or in connection with any claim arising from or relating to any Customer Content or your acts or omissions that constitute a breach of Terms or applicable laws.

8.2. By us

We will defend you, your affiliates, officers, directors, and employees, from any third-party claim alleging that your use of Videosdk Services infringes such third party’s patent, copyright and/or trademark (“IP Claim”) and will indemnify and hold harmless you and your affiliates, officers, directors, and employees from and against any damages and costs awarded against you (including reasonable attorney’s fees) resulting from such IP claims. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of Videosdk Services; (ii) modification of Videosdk Services by anyone other than us or our representatives; or (iii) the combination, operation or use of Videosdk Services with other data, hardware or software not provided or supported by us. If your use of Videosdk Services results in an IP Claim, we may at our own option and expense (a) procure for you the right to continue using Videosdk Services; (b) replace or modify them to make them non-infringing; or (c) if option (a) or (b) are not commercially feasible as determined by us, then either party may terminate these Terms and the same shall be treated as Termination for Cause as per Section 7.3. The sections above state our entire liability and your exclusive remedy with respect to IP Claims.

8.3. Procedure

The above indemnification obligations are subject to the indemnified party: (i) getting promptly notified by the indemnifying party in writing of the claim, (ii) allowed by the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, providing all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 9 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

9.1. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.

9.2. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED OR PAYABLE TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM (“GENERAL LIABILITY CAP”). IN THE CASE OF IP CLAIMS AND DATA CLAIMS (CLAIMS ARISING OUT OF BREACH OF CONFIDENTIALITY AND DATA PROTECTION OBLIGATIONS), OUR AND OUR AFFILIATES’ TOTAL LIABILITY FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED 2 TIMES (2X) THE GENERAL LIABILITY CAP (“IP LIABILITY CAP”).

9.3. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND IP LIABILITY CAP. SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP.

9.4. THE PARTIES AGREE THAT THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.1. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms. No supplement, modification, or amendment of these Terms will be binding, unless executed in writing by a duly authorized representative of each party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by you will supersede the terms and conditions of these Terms.

10.2. The unenforceability of any provision or provisions of these Terms shall not render unenforceable or impair its remainder. If any provision of these Terms is deemed invalid or unenforceable in whole or in part, these Terms shall be deemed amended to delete or modify, as necessary, the offending provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.

10.3. These Terms will bind and insure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized will be null and void.

10.4. These Terms will be governed by the laws of the Republic of India with courts located in the city of Surat, India having exclusive jurisdiction over any disputes arising out of these Terms. The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys’ fees and costs incurred.

10.5. While the parties may communicate by any means in the performance of these Terms, any notice of termination or other legal notice to a party shall be effective only if it is in writing and sent using (a) Videosdk Services; (b) nationally-known courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt or (c) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Such notices can be sent at the address set forth in the Account or to security@videosdk.live. Email notices are effective only if the sender receives confirmation of receipt from the recipient.

10.6. The following Sections will survive any expiration or termination of these Terms: 2.1 (Access and usage), 3 (Confidentiality), 4 (Intellectual Property), 5.1 (Payment terms), 6 (Term and termination), 7 (Warranties and disclaimers), 8 (Indemnification), 9 (Limitation of liability), and 10 (General Terms).

10.7. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay money) if the delay or failure is directly attributable to unforeseen events that occur after these Terms becoming effective and that are beyond the reasonable control of such party (each, a “Force Majeure Event”), such as a strike, blockade, war, pandemic, act of terrorism, riot, natural disaster, failure or diminishment of power or data or telecommunications networks or services.

10.8. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf.

10.9. We may use your name and logo on our website and other marketing materials solely to identify you as a customer (without disclosing CI).