This document is an electronic record and is generated by a computer system and does not require any physical or digital signatures. Please carefully read the terms and conditions of the following agreement. It contains very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. TERMS OF SUBSCRIPTION Last Updated: February 2024 This Terms of Subscription (“Agreement”) is between VYSHA TECHSOLUTIONS LLP, (“Service Provider”), and you, or the entity you represent (“Customer”) governing your use of the host of Products and Services of the Service Provider (“Product”). In the event if you are representing an entity, you hereby affirm that requisite approvals and authorization to bind the entity has been obtained. Service Provider and Customer shall individually be referred as “Party” and collectively referred to as “Parties”.

1. Product License

• 1.1. Subject to the terms of this Agreement and payment of the fees as per the Order Form, the Service Provider hereby grants to the Customer, a non-sub licensable, limited, restricted, revocable, non-transferable, non-exclusive subscription to access and use the Product (as specified in Order Form), solely for the availing of Service Provider’s Services. The Parties shall execute an order form with the Service Provider (“Order Form”) pursuant to which Services shall be rendered to Customer on the terms and conditions mentioned thereto. Services shall be facilitated through the Product. The Order Form shall form an integral part of this Agreement and in the event of conflict between this Agreement and the Order Form, the latter shall prevail.
• 1.2. The Customer shall ensure that its employees, users, account managers or anyone else acting on its behalf (“Personnel”), who are using the Product comply with the terms and conditions as set out in this Agreement.

2. Payment

• 2.1. In consideration for the Services and the usage of the Product, the Customer shVysha Tech Solutions LLP the Service Provider, the fees as agreed in respective order form accepted by Customer.
• 2.2. The Service Provider shall be entitled to present the invoices for the fees for the Product and Services on the terms and conditions mentioned in the Order Form.
• 2.3. In the event if the payment against Invoices have not been made by Customer within the stipulated time, Service Provider shall be entitled to discontinue to provide its Services and suspend Service Provider/ Personnel’s access to use the Product.

3. Restriction on usage of Product

• 3.1. Customer represents and warrants that:
  • i. it shall not rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, or otherwise make Product available to any third-party contrary to the terms stated herein;
  • ii. it shall ensure that the information which shall be provided to the Service Provider shall be true and shall not contain any information which is not obtained lawfully as per the applicable laws;
  • iii. it shall not reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Product;
  • iv. it shall not do any act which shall damage, disable, overburden or impair Service Provider’s servers or network, or interfere with any other party’s use and enjoyment of the Product;
  • v. it shall not access the Product in order to build a commercially available product or service which competes with the Product;
  • vi. it shall not use the Product in a manner that is prohibited by any law or regulation;
  • vii. it shall not copy any features, functions, integrations, interfaces or graphics which are part of the Product;
  • viii. it shall not willfully tamper with the security of the Product, including attempting to probe, scan or test the vulnerability of the Product or to breach the security or authentication measures;
  • ix. it/ or its Personnel shall further not transmit any information through the Product, in any manner or avail Product in any manner, which may:
    • a. be unlawful, threatening, abusive, libelous, defamatory;
    • b. refute or is contrary to what is set out anywhere in the Agreement;
    • c. is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling);
    • d. violates the privacy of any third-party.
  • x. it shall not host, display, upload, modify, publish, transmit, update or share any information belongs to another person and to which the Customer does not have any right to.

4. Customer Data

• 4.1. The Customer is the owner of all information, data, and material that is generated, uploaded, accessed, interpreted, and/or analyzed through the Product (collectively “Customer Data”).
• 4.2. The Service Provider is not and shall not be obliged to review the Customer Data for accuracy or potential liability, and the Customer shall fully indemnify, defend and hold Service Provider harmless from and against any and all damage, losses, costs, or liabilities that may be caused due to Customer Data.

5. Representations and Warranties

• 5.1. Each Party hereby represents, warrants and covenants that:
  • a. Each Party has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
  • b. Each representative of the Party executing this Agreement (electronically or physically) is authorized to bind the respective Party;
  • c. The Parties will comply with all applicable legal and regulatory requirements applying to the exercise of the party's rights and the fulfilment of the party's obligations under this Agreement; and
  • d. Each Party has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

6. Availability of Services and Warranty limitations

• 6.1. Neither the Service Provider nor any of its representatives has made or will make any representation or warranty whatsoever, express, implied or statutory, including, without limitation, any implied representations or warranties of accuracy of the Product; merchantability; fitness for a particular purpose; title; enforceability or non-infringement of Product.
• 6.2. The Customer acknowledges that complex software, is never wholly free from defects, errors and bugs related to design, functionality, security and other aspects of the Product; and subject to the other provisions of this Agreement, the Service Provider gives no warranty or representation that the Product will always be wholly free from defects, errors and bugs.
• 6.3. The Customer acknowledges that the Product is designed to be compatible only with that software and those systems specified as compatible in the specifications provided by the Service Provider; and the Service Provider does not warrant or represent that the Product will be compatible with any other software or systems.
• 6.4. The Service Provider warrants that a the functionality of the Products will not be materially decreased during a Subscription Term. For the purpose of this clause, a Subscription Term is defined by the term for which the subscription payment is already made. For any breach of either such warranty, the Customer’s exclusive remedy shall be termination of Subscription including refund of advance payments made for the Subscription Term. b) For integrations of the Product with third party software or hardware, the Service Provider will perform due diligence while selecting the third-party software or hardware. However, the Service Provider does not warrant error-free functioning or discontinuation of service by such 3rd Party software or hardware.

7. Confidential Information

• 7.1. Each Party may from time to time during the term of this Agreement, disclose to the other Party certain non-public, commercially proprietary or sensitive information, whether or not designated as “confidential” or “proprietary” or similar designation, that relates to the past, present or future business activities, including, inter alia, technical, marketing, financial, business, planning, and other confidential and proprietary information (“Confidential Information”).
• 7.2. The Party receiving Confidential Information (“Receiving Party”) will hold the Confidential Information in trust and confidence and, except as set forth in this Agreement or as otherwise may be authorized by the Party disclosing Confidential Information (“Disclosing Party”), in writing, will not disclose such information to any third party.
• 7.3. The Receiving Party may disclose Confidential Information, if required to do so under applicable law, rule or order, provided that the Receiving Party where reasonably practicable and to the extent legally permissible, provides the Disclosing Party, with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and provided further that the Receiving Party discloses no more Confidential Information of the Disclosing Party than is reasonably necessary in order to respond to the required disclosure.
• 7.4. Information shall not be considered “Confidential Information” to the extent, but only to the extent, that such information:
  • (a) was already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party;
  • (b) is subsequently learned from an independent third party free of any restrictions and without breach of this Agreement or any other agreements;
  • (c) is or becomes publicly available through no wrongful act of the Receiving Party; or
  • (d) is independently developed by the Receiving Party without reference to any Confidential Information.
• 7.5. At the request and option of the Disclosing Party, or in the event of termination or expiration of this Agreement (or any part thereof), the Receiving Party shall promptly:
  • (a) return to the Disclosing Party the Confidential Information and all documentation, information, Services, and data related to the Agreement, even if not Confidential Information); or
  • (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.
• 7.6. The confidentiality obligation under this Agreement shall survive termination of this Agreement for a period of two (2) years.

8. Data Protection and Security

• 8.1. Parties hereby acknowledge and agree that they shall comply with all the applicable data protection laws in relation to collection of personal data, processing of personal data and shall ensure that there are organizational measures to safeguard such personal data.
• 8.2. The Customer represents and warrants that it shall obtain prior written consent of the individual whose personal data is being shared with the Service Provider.
• 8.3. Service Provider hereby agrees and acknowledges that any personal data which has been shared by the Customer shall be processed by Service Provider solely as per the terms and conditions stated in the data processing agreement which is made available at (“DPA”).

9. Intellectual Property Rights

• 9.1. The Service Provider retains all right, title and interest in the intellectual property rights in the Product and Services, including (but not limited to) all software, formats, interfaces, information and data, content and Service Provider’s proprietary information and technology used by Service Provider or provided to Service Provider in connection with the Services or usage of the Product and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or learned as a result of the Customer’s use of the Services or Product and that the Services and the Product is protected by intellectual property rights owned by or licensed to Service Provider. Other than the limited permission to use the Services and Product as provided by Service Provider as expressly set forth in this Agreement, no other license or other proprietary rights in the Services and Product or Service Provider’s proprietary application are granted to the Customer and all such rights are hereby expressly reserved by Service Provider.
• 9.2. The Service Provider shall own all rights and title in any inventions, formulae, processes, algorithms, circuitry designs, computer programs, improvements to any of the preceding, including methods of determining dimensions, pattern matching, symbol recognition or computer learning, whether or not patentable or registrable under patent, copyright or similar statutes, that are generated, created, conceived or reduced to practice (collectively “Creatives”) by the Service Provider, either alone or jointly with others in connection with providing of the Services. The Customer shall have no right in whatsoever manner, in the intellectual property rights developed during availing Services.
• 9.3. The Customer herein shall at all times take necessary steps to prevent infringement of the copyright, trademarks and/or other intellectual property rights of the Service Provider by any third Party. Upon becoming aware of any such actual or attempted infringement, Customer so becoming aware shall promptly inform the Service Provider of such infringement and both Parties shall agree on measures necessary to prevent such infringement. In the event that any third party infringes or is likely to infringe any intellectual property rights, appearing in or on the Product, Customer becoming aware of this shall immediately upon its discovery notify the Service Provider thereof, and assist in instituting and taking such appropriate actions as may be reasonably required.

10. Compliance with Laws

• Each Party shall at all times and at its own expense:
  • (a) strictly comply with all applicable Law, now or hereafter in effect, relating to its performance of this Agreement;
  • (b) pay all fees and other charges required by such applicable laws; and
  • (c) maintain in full force and effect all licenses, permits, authorizations, registrations and qualification from any regulatory authority to the extent necessary to perform its obligations hereunder.

11. Term and Termination

• 11.1. This Agreement shall be valid from the Subscription Start Date (as defined the Order Form), until the date it is explicitly terminated.
• 11.2. This Agreement is subject to review by either party at any time during the Subscription Term. Either Party shall have the right to terminate this Agreement, by giving prior written notice of not less than thirty (30) days, and the Customer data will be available for the Customer to be extracted during this period. The Notice period has to be within the Subscription Paid Duration (Subscription Term).
• 11.3. After such thirty (30) day’s period, access of the Customer will be discontinued. The Service Provider will retain the Customer’s data for ninety (90) days in case if the Customer desires to re-activate the Subscription by paying a re-activation fee. Post expiry of ninety (90) day’s period, the Service Provider shall have no obligation to maintain or provide any Customer data and shall thereafter, unless legally prohibited, or prohibited by the Data Subject, delete the Customer Data in our systems or otherwise in its possession or under its control.
• 11.4. Upon non-payment of Subscription dues within the subscription invoice due date, the Subscription is considered terminated and the Customer’s access to the Services shall be discontinued. In the event of termination, Service Provider shall revoke the rights granted under clause 1.1.
• 11.5. In the event of termination of this Agreement, Customer shall be liable to make payments to Service Provider for all the Services availed and for usage of the Product, till the date of such termination.
• 11.6. Refund can be claimed, due to cause as listed in Clause 6.4, for Advance Payments of Annual or more, if initiated within thirty (30) days of the acknowledgement of payment by Service Provider.
• 11.7. Notwithstanding anything to the contrary elsewhere contained in the Agreement, the Service Provider shall have the right to suspend the Customer’s usage of the Product and Services forthwith, if Customer is in breach of the terms and conditions stated in clause 3.1 of the Agreement.

12. Indemnification

• 12.1. The Service Provider, jointly and severally, agrees to indemnify, defend, and hold Customer, its directors, officers, and employees harmless from and against any and all losses, liabilities, claims, damages, costs, and expenses, including reasonable legal fees and disbursements in connection with any claim asserted against or incurred by Customer (collectively "Claims") or on account of any damages, claims, liabilities, fines, penalties (collectively “Losses”) which directly arise out of, result from, or may be payable by virtue of any breach of applicable laws; gross negligent act and willful misconduct.
  • Service Provider further agrees to indemnify, defend, and hold Customer harmless from and against any Claims and/or Losses incurred by Customer on account of any third-party claims arising out of infringement of any intellectual property rights of any third party by Service Provider from the usage of Product by Customer.
  • However, Service Provider shall not have any liability to indemnify for any claim arising out of infringing any intellectual property rights of third-party to the extent that any infringement or claim thereof is attributable to:
    • (i) the combination, operation, or use of Product with the equipment or software supplied by the Customer, where the Product would not itself be infringing;
    • (ii) compliance with designs, instructions provided by Customer;
    • (iii) use of Product in an application or environment for which it was not designed or contemplated under this Agreement.
• 12.2. The Customer, jointly and severally, agrees to indemnify, defend, and hold Service Provider, its directors, officers, and employees harmless from and against any and all losses, liabilities, claims, damages, costs, and expenses, including reasonable legal fees and disbursements in connection with any claim asserted against or incurred by Service Provider (collectively "Claims") or on account of any damages, claims, liabilities, fines, penalties (collectively “Losses”) which directly arise out of, or result from the infringement of any intellectual property rights or breach of applicable laws by the Customer.
• 12.3. The foregoing is, however, conditional upon one Party (“Indemnified Party”):
  • (i) notifying the other Party (“Indemnifying Party”) in writing and in detail without undue delay,
  • (ii) authorizing the Indemnifying Party to conduct any judicial proceedings with such third party on its own, and
  • (iii) providing the Indemnifying Party (at the expense of the Indemnifying Party) with any reasonable assistance so that the Indemnifying Party can defend such third-party claims.

13. Publicity

• Neither Party shall have the permission to use the name and logo of the other Party without the prior consent of the other Party. However, Service Provider shall have the permission to use Customer’s logo in identifying Customer as a client of Service Provider.

14. Force Majeure

• If either Party is unable to perform any of its obligations under this Agreement because of circumstances beyond the reasonable control of the Party, such as an act of God, fire, casualty, pandemic, flood, war, terrorist act, failure of public utilities, injunction or any act, exercise, labor or civic unrest, assertion or requirement of any governmental authority, epidemic, or destruction of production facilities (a “Force Majeure Event”), the Party who has been so affected shall immediately give notice to the other Party and shall do everything reasonably practicable to resume performance.

15. Notice

• 15.1. Notices, demands, or other communication to be given or made under this Agreement shall be in writing and delivered personally or sent by prepaid post with recorded delivery, or by email to info@vyshatech.com.
• 15.2. Any such notice, demand, or communication shall, unless the contrary is proved, be deemed to have been duly served after receipt of transmission in the case of service by email.

16. Limitation of Liability

• 16.1. Excluding the indemnification obligations stated in the Agreement, fraud, criminal liability, death, damage to property, injury to person, gross negligence and willful misconduct, breach of terms and conditions stated in clause 3.1 of the Agreement, either Party’s aggregate liability under or in connection with this Agreement, whether in tort or contract, will be limited to the actual direct damages incurred but will not exceed the amounts actually paid to Service Provider by Customer in the three (3) months period immediately preceding the relevant Party’s formal written notice of the claim for liability hereunder.
• 16.2. Neither Party will be liable to the other for any consequential or indirect damages, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.

17. Dispute Resolution

• In the event of any dispute arising out of or in relation to this Agreement, the Customer and the Service Provider shall mutually discuss to resolve the disputes. In the event the dispute is unresolved with mutual discussion:
  • 1) If the Customer is residing in India, the dispute will be resolved by the Courts of Bangalore, India;
  • 2) If the Customer is not residing in India, the dispute will be submitted for Arbitration. The Customer can choose the venue of Arbitration to be Dubai and such Arbitration shall be governed as per the rules laid down by Dubai International Financial Centre (DIFC). The language of Arbitration shall be English.

18. Miscellaneous

• 18.1. The Agreement, including Order Form, any annexures, schedules, exhibits, referred to therein and attached thereto, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, proposals, representations, understanding, and negotiations, whether written or oral, between the Parties pertaining to the subject matter hereof.
• 18.2. No modification, amendment, or supplement to this Agreement, or any provisions hereof or thereof, will be binding upon the Parties unless made in writing and signed by a duly authorized representative of both Parties.
• 18.3. At no time will any failure or delay by either Party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same.
• 18.4. If any term, provision, or part of this Agreement is to any extent held invalid, void, or unenforceable, the remainder of this Agreement will not be impaired or affected thereby, and each term, provision, and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by law.
• 18.5. Any provision of this Agreement, which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive termination or expiration of this Agreement and continue in full force and effect.
• 18.6. Neither Party may assign the Agreement without the prior written consent of the other. Any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation, or liquidation, will be deemed an assignment for which prior consent is required and any assignment made without any such consent will be void and of no effect as between the Parties.
• 18.7. Nothing contained in this Agreement shall create, constitute, or evidence any partnership, agency, joint venture, trust, or employer/employee relationship between the Parties, and a Party may not make, or allow to be made, any representation that such relationship exists between the Parties.
• 18.8. Neither Party shall be entitled to engage in any negotiations or make representations on behalf of the other Party unless so specifically authorized by the other Party.

Terms of Service

Last Updated: February 2021

This Terms of Service (“Terms of Service” or “Agreement” or “Terms”) is between VYSHA TECHSOLUTIONS LLP (“Service Provider”) and User (“User”) governing User's use of the host of Products and Services of the Service Provider (“Product”).

The Service Provider requests User to review these Terms of Service prior to accessing the Product or availing Services using the Product. If the User continues to utilize the Services, the User irrevocably agrees to comply with, abide by, and be bound by these Terms. These Terms, together with the Privacy Policy and any other applicable policies, collectively form the “Terms and Conditions” governing the Service Provider’s relationship with the User.

1. Definition

• Service Provider: VYSHA TECHSOLUTIONS LLP and its subsidiaries and affiliates.
• Multi Dwelling Unit: A Residential or Commercial Complex with multiple Units.
• Product: All offerings of the Service Provider, including mobile apps, websites, etc.
• Subscriber or Customer: The entity/individual entering into an agreement with the Service Provider for Services.
• Super Admin: The official administrator of the Multi Dwelling Unit’s ADDA Portal.
• User: Any person or entity availing Services on the Product.

2. Updation of Terms and Conditions

• The User's use of the Product is subject to the Terms and Conditions, which may be updated from time to time with notice to the User.
• Updated Terms and Conditions shall be effective immediately upon publication.
• If the User continues to use the Product, they accept the Updated Terms and Conditions.

3. Provision to Users

• The “ADDA App” connects stakeholders of Multi Dwelling Units and integrates with SaaS products.
• Products like “ADDA ERP” and “ADDA GateKeeper” connect Users, Administrators, and third-party service providers.
• All products are interconnected and can be accessed based on User permissions.

4. Additional Terms for ADDA Gatekeeper

• Visitor data captured via ADDA Gatekeeper is treated with privacy.
• The Service Provider is not responsible for data misuse by authorized Users.
• Notifications to Visitors comply with applicable laws.

5. Additional Terms for ADDA Discover

• Discover allows Users to avail third-party services for their Multi Dwelling Unit.
• The User is responsible for shared information and consequences of third-party service usage.

6. List of Prohibited Items

• Airline tickets with transfer restrictions
• Alcohol or tobacco products
• Controlled substances or illegal drugs
• Counterfeit goods
• Firearms, explosives, and related paraphernalia
• Pornography
• Stolen property
• Any other items prohibited by law

7. Eligibility

• Users must be at least 18 years old and legally competent.
• Registration is available only to those who can form legally binding contracts.

8. Multi Dwelling Unit Subscription

• A Multi Dwelling Unit must subscribe to Services before usage.
• Duplicate ADDA Portals will be deactivated, except for the paid one.
• Disputes within Multi Dwelling Unit Users must be resolved internally.

9. User Account Registration

• Users must register and create an account for Services.
• Login credentials are the User’s responsibility to safeguard.
• Unauthorized account access must be reported immediately.

10. Product License

• The Service Provider grants a limited, non-exclusive, non-transferable license to use the Product.
• The User shall not copy, modify, or exploit the Product without permission.

11. Use of User's Information

• Information provided by the User is used as per the Privacy Policy.
• The Service Provider may host data on third-party cloud services or its infrastructure.
• Data may be disclosed to comply with legal requirements or to address security concerns.

12. Mobile Applications

The mobile applications of the Product, may seek access to data stores in User's Phone, such as SMS, Photos, Contact List etc. The purpose of this access is solely towards complete functionality of relevant Services. The mobile applications will not run to their full potential if User chooses to not provide the necessary access.

13. Third Party Services

While availing Services, Users may connect with third-party service providers (including but not limited to Vendors). The Service Provider is not responsible for, and does not endorse, any third-party services mentioned on the Product. It is hereby stated that Service Provider shall in no way be responsible for any acts or omissions of third parties. Any transaction, dealings or communication otherwise that the User may have with such third parties are at the User’s own risk and Service Provider makes no warranties, express or implied regarding the quality or suitability of the services or products of such third-party vendors. User may be redirected to a third-party website upon clicking on such links, these websites will be governed by its privacy policy and terms of use. Service Provider urges User to be vigilant and cautious of any third-party services that User may render from any third-party or Vendor via the Product. Service Provider shall not be responsible for any transaction or dissemination of information by the User that may take place while accessing these third-party websites.

14. Rules and Conduct

• As a condition of use, User promises not to use the Services for any purpose that is prohibited by the Terms of Service, or other rules or policies implemented by us from time to time; or in violation of any applicable laws. The Services (including, without limitation) is provided only for User's own personal and non-commercial use.
• By way of example, and not as a limitation, User shall not (and shall not permit any third party to) take any action that:
  • (i) would constitute a violation of any applicable law, rule or regulation;
  • (ii) infringes on any intellectual property or other right of any other person or entity;
  • (iii) is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, offensive, or profane; or
  • (iv) impersonates any person or entity. The Service Provider reserves the right to disable any Account from the Product at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities; or if Service Provider is concerned that User may have violated the Terms of Service).
• Additionally, User shall not share any information that:
  • (i) may be harmful to minors or children below the age of 18 (eighteen) years;
  • (ii) is invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
  • (iii) infringes any patent, trademark, copyright or other proprietary rights;
  • (iv) violates any laws for time being; and
  • (v) impersonates any person.
• Furthermore, User shall not (directly or indirectly):
  • (i) take any action that imposes or may impose an unreasonable or disproportionately large load on Service Provider’s (or its third party providers’) infrastructure;
  • (ii) interfere or attempt to interfere with the proper working of the Product or any activities conducted on the Product;
  • (iii) bypass any measures Service Provider may use to prevent or restrict access to the Product (or parts thereof);
  • (iv) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Product, except to the limited extent applicable laws specifically prohibit such restriction;
  • (v) modify, translate, or otherwise create derivative works of any part of the Product; or
  • (vi) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that User receives hereunder.
• The User will not access the Product, or the personal information of other Users, available on the Product in order to build a similar or competitive website, app, product, or service.
• The User agrees to immediately notify us of any unauthorised use, or suspected unauthorized use of User's Profile, or any other breach of security, in relation to User's personal information on the Product.
• Any use of an Account by a third-party would deem to be unauthorised usage. The Service Provider reserves the right to disable any such Account from the Product.
• The Service Provider also sends the user site and service announcement updates. Users may choose to unsubscribe from receiving these emails by following the instructions that will be part of each announcement email.

15. Contact User

The User agrees that Service Provider may contact User through telephone, email, SMS, or any other means of communication for the purpose of:

• Providing information about Service Provider’s product/services;
• Obtaining feedback in relation to Product or Services or promotion of Product or Services;
• Obtaining feedback in relation to any other Users listed on the Product;
• Resolving any complaints, information, or queries by other Users regarding User's Critical Content; and
• User agrees to provide User's fullest co-operation further to such communication by Service Provider.

Automated push notifications may be sent to User if User opts to use the mobile application, User may choose to disable the notifications/ opt out of receiving such notifications by modifying the settings in the mobile application.

By submitting suggestions or other feedback regarding the Services/Product, User agrees that Service Provider can use and share such feedback for any purpose without any compensation to User and Service Provider is under no obligation to keep such feedback confidential.

16. Service Provider Materials

While rendering Services, Service Provider directly or through its representatives, may provide Users with certain materials relevant to the Services, which may be in the form of audio, video, written and oral content (“Service Provider Materials”). Service Provider Materials shall be the exclusive property of the Service Provider. The User hereby agrees and acknowledges that he/she shall ensure that the Service Provider Materials are not shared with any third party, without Service Provider’s written consent and any breach of such nature shall cause financial and irreparable injury to Service Provider. Service Provider hereby provides User with a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use the Service Provider Materials solely for its personal purpose and not for any commercial use.

The User understands that all information (such as data files, written text, audio files, images or any other media) which User may have access to as part of, or through User's use of the Services are the sole responsibility of the person from which such content originated. Service Provider takes no responsibility for abusive content, and it is the responsibility of the users to regulate such content. Service Provider takes no responsibility for any data generated within any of the Services and published or distributed outside by User.

17. Modification

The Service Provider reserves the right, at any time and with sole discretion, to change, modify, or amend the Product (in whole, or in part), in compliance with the applicable legal and regulatory framework. User agrees that Service Provider will not be liable to User for any change, modification or amendment of the Product, or any part thereof. In case any feature or service is phased out, adequate time and notice will be given to User, so that User may retain the Information assets created by User as part of that feature. Beyond the time given, User agrees that Service Provider shall not be liable to User or to any third party.

18. Support

The Service Provider offers Support via FAQs, In-App Support, Online chat and Phone Call, based on the Subscription terms.

The User agrees and acknowledges that the Service Provider shall address and attempt to resolve the complaint received in accordance with the standard policies and procedures adopted by the Service Provider, the User’s disapproval/discontent with the outcome/mode of redressal shall not be deemed to mean non-redressal of the complaint by the Service Provider. Any suggestions by Service Provider regarding use of the Services shall not be construed as a warranty.

Support SLAs are available to all Users covered by a Subscription Term. Support SLAs are not available to Users on Trial, or any other unpaid user model.

19. Interruption/Suspension

• Interruption / Suspension of Services: Service Provider has the right to temporarily suspend access to the whole or any part of the Services for any reason whatsoever (including but not limited to non-payment of fees as per the Order Form, and technical/operational reasons) and shall be under no liability to User in such an event. Further, Service Provider may, but shall not be obliged to, give User notice of any interruption of access to the Service.
• Termination of Accounts: The Service Provider may terminate User's usage of the Product, if User breaches the Terms and Conditions. Service Provider has the right (but not the obligation) to refuse to grant access to Product in case if User is in violation of the terms and conditions stated herein or in the event if the Subscription as per the Order Form has been terminated/expired. Except for the rights and license granted in these terms, Service Provider reserves all other rights and grant no other rights or licenses, implied or otherwise.
• Once temporarily suspended, indefinitely suspended or terminated, the User may not continue to use the Product under the same account, a different account or re-register under a new account. On termination of an account due to the reasons mentioned herein, such User shall no longer have access to data, messages and other material kept on the Product by such User. All provisions of the Terms of Service, which by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.

20. Proprietary Rights

The User acknowledges and agrees that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by us, User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part. User also agrees not to extract the code or reverse-engineer it in anyway. Any attempt at hacking or unlawful use of the Products can and will invite the maximum prosecution allowable under the law.

21. Disclaimer

The Service (including, without limitation, any content) is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade.

22. Indemnification

The User shall defend, indemnify, and hold harmless the Service Provider, its affiliates/ subsidiaries/joint venture partners and each of its, and its affiliates’/subsidiaries/joint venture partners’ employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to:

• (i) User's use or misuse of, or access to, the Services and Product; or
• (ii) User's violation of the Terms and Conditions; or any applicable law, contract, policy, regulation or other obligation. Service Provider reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will assist and cooperate with Service Provider in connection therewith.

23. Limitation of Liability

• To the fullest extent permitted by law, in no event shall Service Provider (including its directors, employees, agents, sponsors, partners, suppliers, content providers, licensors or resellers) be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services:
• For any lost profits, data loss, loss of goodwill or opportunity, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever;
• For user's reliance on the services;
• For any direct damages in excess (in the aggregate) of the INR 1000/- (one thousand Indian rupees); and
• For any matter beyond its or their reasonable control, even if service provider has been advised of the possibility of any of the aforementioned damages.

24. Exemptions to liability of Service Provider

• The User further agrees and confirms that Service Provider shall not be responsible, in any manner whatsoever, for any delay/unavailability of Services or failure to meet its obligations under the Terms and Conditions, which may be caused, directly or indirectly, due to:
• User's failure to cooperate;
• User's unavailability and/or unresponsiveness;
• User's failure to provide accurate and complete information;
• User's failure to provide or facilitate the submission of User Materials in timely manner;
• Any event beyond Service Provider’s reasonable control;
• Any query/action of a third-party about a Multi Dwelling Unit (All queries/complaints/concerns must arise from registered Users of the Multi Dwelling Unit).

25. Dispute Resolution

• In the event of any dispute arising out of or in relation to this Terms of Service, the Customer and the Service Provider shall mutually discuss to resolve the disputes. In the event the dispute is unresolved with mutual discussion:
• If the Customer is residing in India, the dispute will be resolved by the Courts of Bangalore, India.
• If the Customer is not residing in India, the dispute will be submitted for Arbitration. The Customer can choose the venue of Arbitration to be Dubai and such Arbitration shall be governed as per the rules laid down by Dubai International Financial Centre (DIFC). The language of Arbitration shall be English.

26. Miscellaneous

• The Terms and Conditions are the entire agreement and understanding between User and Service Provider with respect to the Services and usage of Product.
• If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
• The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
• The Terms of Service are personal to User, and are not assignable or transferable by User except with Service Provider’s prior written consent. Service Provider may assign, transfer or delegate any of its rights and obligations hereunder without any consent.
• No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service.

27. Contact

• If User has any questions regarding the Services or usage of the Product, User can contact Service Provider at Vysha Tech Solutions LLP.com

Privacy Policy

Last Updated: February 2021

This Privacy Policy is between VYSHA TECHSOLUTIONS LLP, (“Service Provider”), and User (“User”) governing User's use of the host of Products and Services of the Service Provider (“Product”).

• This Privacy Policy constitutes a legal agreement between you, as a user of the platform and the company, as the provider of the product. You must be a natural person who is at least 18 years of age.

1. Introduction and applicability of the Privacy Policy:

• The Service Provider is strongly committed to respecting User’s online privacy and recognize the need for appropriate protection and management of any personal information collected and/or collated by us.
• The purpose of this Privacy Policy is to ensure that there is a framework to collect, use and protect any personal and/or sensitive data collected by us. This Policy defines our procedure for collection, usage, processing, disclosure and protection of any information obtained by Service Provider through the Platform.

2. Disclaimer:

• Please be advised that any Information (as defined herein below) procured by us, shall be:
• Processed fairly and lawfully for rendering the Services (as defined in Terms of Service);
• Obtained only for specified and lawful purposes, and not be used in any manner which is against the law or policy in force (“Applicable Law”);
• Adequate, relevant and not excessive in relation to the purpose for which it is required;
• Able to be reviewed by the User, from time to time and updated-if need arises;
• Not kept longer than for the time which it is required or the purpose for which it is required or as required by the applicable law.
• By using the Product, User explicitly accepts, without limitation or qualification, the collection, use and transfer of the data in the manner described herein.
• Please read this privacy policy carefully as it affects User's rights and liabilities under law.

3. User's consent:

• Please note that by providing the Information (as enumerated upon herein below), User provides User's consent and authorizes Service Provider to collect, use or disclose such Information for the business and research purposes and as stated in this Privacy Policy, the Terms of Service and as permitted or required by applicable law.
• Moreover, the User understands and hereby consents that this Information may be transferred to any third-party user for the purpose of providing services through the Platform or to any third-party providers for rendering Services (as defined in the Terms of Service), any jointly developed or marketed services, payment processing, order fulfilment, customer services, data analysis, information technology services and such other services which enable Service Provider to provide Services through the Platform.
• This Privacy Policy shall be enforceable in the same manner as any other written agreement. By visiting or accessing the Platform and voluntarily providing Service Provider with Information (including Personal Data), User is consenting to Service Provider's use of Information, in accordance with this Privacy Policy. If User do not agree with this Privacy Policy, User may refuse or withdraw User's consent any time, or alternatively choose to not provide Service Provider with any Personal Information. Under such circumstance, Service Provider may be unable to render Services.
• Such an intimation to withdraw User's consent can be sent to Vysha Tech Solutions LLP.com. The same shall be processed in accordance to our Data Processing Agreement which is made available at DPA.

4. Types of information collected by Service Provider:

• Personal Data means and includes any Information that relates to a natural person through which an individual is identified, such as the name, contact details, email address, gender, age or any other relevant material provided by a User, including but not limited to information gathered through availing Services. It shall also cover information of User’s care person details (name, age, gender, mobile number, relationship with the User).
• Technical Information means and includes any Information gathered through various technologies that may employ cookies, web beacons, or similar technologies to automatically record certain information from User's device through which User uses the Platform. This technical information may include User's Internet Protocol (IP) address, device or browser type, Internet service provider (ISP), referring or exit pages, clickstream data, operating system. This data includes usage information and user statistics.
• Locational Information shall mean and include the information obtained through GPS or other means, such as the geographical location of the User.
• Non-Personal Information means and includes any information that does not reveal User's specific identity, such as, browser information, information collected through Cookies (as defined below), pixel tags and other technologies, demographic information, etc. As is true with most websites, Service Provider gathers some information automatically when User visits the Platform. When User uses the Platform, Service Provider may collect certain information about User's computer or mobile to facilitate, evaluate and verify User's use of the Platform. For example, Service Provider may store environmental variables, such as browser type, operating system, speed of the central processing unit (CPU), referring or exit web pages, click patterns and the internet protocol (IP) address of User's computer. This information is generally collected in aggregate form, without identifying any user individually. Non-Personal Information shall also include information which is shared with Service Provider to avail the Services, including, but not limited to chats with Service Provider’s representatives.
• The Gatekeeper software application provides an option to the user to upload/delete images for visitor management service and voice recording/audio files for incident reporting in the software.

5. Purpose of Collection and Usage of this Information:

• 5.1. The data collected by Service Provider shall be used for maximizing the benefits availed by the User from the Platform. Limited list of such functions given below:
• a. to render Services (as defined in the Terms of Service);
• b. maintaining the Platform;
• c. to evaluate the quality and competence of our personnel;
• d. to resolve any complaints, User may have and ensure that User receives the highest quality of Services;
• e. notifying User about changes to our Platform;
• f. allowing User to participate in interactive features of our Platform when User chooses to do so;
• g. providing analysis or valuable information so that Service Provider can improve the Platform;
• h. monitoring the usage of the Platform;
• i. detecting, preventing and addressing technical issues.
• 5.2. Business or Research Purposes: The Information saved and except Personal Data, is used for business or research purposes, including improving and customizing the Platform for ease of use and the products and services offered by us. Service Provider may archive this information to use it for future communications for providing updates and/or surveys.
• 5.3. Aggregating Information / Anonymized data: Service Provider may aggregate Information and analyse it in a manner to further accentuate the level of services that Service Provider offers to its customers. This Information includes average number of Users of the Platform, the average clicks of the services/, the features used, the response rate, etc. and other such statistics regarding groups or individuals. In doing so, Service Provider shall not be making disclosures of any Personal Data as defined above.

6. Disclosure and Sharing of Information

• 6.1. The Service Provider does not rent, sell or disclose or share any Information that Service Provider collects from User, with third parties, save and except in order to provide User with the Services in accordance with the product functionality. In doing so Service Provider adheres to the procedure prescribed by law and in compliance with our legal obligations. Service Provider may share User's Information in circumstances and for the purposes as specified hereunder:
• a. Service Provider shall share the information to the third-party service providers/ vendors, to provide User with the Services as per Product Functionality;
• b. When compelled by law: Service Provider may disclose any Information provided by User on the Platform as may be deemed to be necessary or appropriate:
• i. under applicable law, including laws outside User's country of residence; to comply with legal process;
• ii. to respond to requests from public and government authorities including public and government authorities including public and government authorities outside User's country of residence;
• iii. to protect our operations or those of any of our affiliates;
• iv. to protect our rights, privacy, safety or property, and/that of our affiliates, User or others;
• v. to allow Service Provider to pursue available remedies or limit the damages that Service Provider may sustain; or
• vi. to protect against legal liability;
• vii. to protect the personal safety of Users of the Platform;
• c. to prevent or investigate possible wrongdoing in connection with the Platform. Merger or Acquisition: Service Provider may, upon intimating User in advance, share Information upon merger or acquisition of Service Provider with another company. Service Provider shall transmit and transfer the Information upon acquisition or merger of Service Provider with another company;
• d. Employees /Agents of Service Provider: Service Provider follows a strict confidentiality policy with regard to disclosure of confidential information to our employees or other personnel. There may be situations, where Service Provider may disclose the confidential information only to those of our employees and other personnel on a need-to-know basis. Any breach of confidential information by the employees, personnel within the Service Provider is dealt stringently by us.
• 6.2. Except for the Information disclosed pursuant to sub-clause (a), (b), (c), (d) and (e) of Clause 6.1 above, Service Provider may share Information, if User authorizes Service Provider to do so.
• 6.3. The Service Provider does not share Information to any third party other than those specified under this provision unless User's prior written consent is obtained.

7. Transfer of Information

• 7.1. The User's information may be transferred to, and maintained on, computers located outside of User's state, province, country or other governmental jurisdiction where the data protection laws may differ from those from User’s jurisdiction.
• 7.2. If User choose to provide information to us, please note that Service Provider may transfer the data outside User's territory to process the Information. In the event if User need further clarification on the transfer of the data, please feel free to reach out to us.
• 7.3. The User's consent to this Privacy Policy followed by User's submission of such information represents User's agreement to that transfer.
• 7.4. The Service Provider will take all steps reasonably necessary to ensure that User's data is treated securely and in accordance with this Privacy Policy and no transfer of User's data will take place to an organization or a country unless there are adequate controls in place including the security of User's data.

8. User's Rights

• The User retains several rights in relation to User's Personal Data as provided under applicable law. These may include the rights to:
• a. access, confirm, and review Personal Data User may have provided;
• b. correct Personal Data that may be inaccurate or irrelevant;
• c. deletion and erasure of User's Personal Data from the publicly available pages of the Platform;
• d. receive Personal Data Service Provider holds about User in a portable format;
• e. object to or restrict any form of processing User may not be comfortable with;
• In order to exercise these rights, please contact Service Provider on the email address provided in Clause 3.3 above.

9. Applications Used

• 9.1. The User may be availing our Services for using third party mobile applications, which are not operated by us. Service Provider strongly advises User to review the privacy policy of every mobile application which User may use.
• 9.2. The Service Provider has no control over and assume no responsibility for the content, privacy policies or practices of any third-party mobile applications or services.

10. Children’s Privacy

• If the Service Provider becomes aware that Service Provider has collected Personal Data from children without verification of parental consent, Service Provider takes steps to remove that information from our servers.

11. Retention of Information

• All the Information provided by User, save and except upon withdrawal or termination, shall be retained in locations outside the direct control of Service Provider (for instance, on servers or databases co-located with hosting providers). However, Service Provider may retain such portion of Information and for such periods as may be required under Applicable Law. Notwithstanding anything contained herein, Service Provider may retain data after account deletion for reasons including but limited to the following purposes:
• If there is an unresolved issue relating to User's account, or an unresolved claim or dispute;
• If Service Provider is required to by applicable law;
• and/or in aggregated and/or anonymized form; or
• Service Provider may also retain certain information if necessary for its legitimate business interests, such as fraud prevention and enhancing Users' safety and security.

12. Cookies and other Tracking Technologies

• 12.1. Our Platform may utilize “cookies” and other Technical Information. “Cookies” are a small text file consisting of alphanumeric numbers used to collect the Information about Platform activity. The Technical Information helps Service Provider analyse web traffic and helps User by customizing the Platform to User's preferences. Cookies in no way gives Service Provider access to User's computer or mobile device. In relation to Cookies, User can deny access to the installation of the Cookies by modifying the settings on User's web browser, however, this may prevent User from taking full advantage of the Platform.
• 12.2. The use of Cookies and Technical Information allows Service Provider to improve Platform and User's experience of Platform and Services. Service Provider may also analyse Technical Information that does not contain Personal Data for trends and statistics.
• Opt in to Analytics Cookies
  This will help us make your website experience and our service offerings better.

13. Third Party Services

• The Service Provider may send User promotional Information about third parties which, Service Provider think User may find interesting. Service Provider shall not be responsible for any disclosure of Information by User or due to unauthorized third-party access or other acts of third parties or acts or omissions beyond our reasonable control and User agrees that User will not hold Service Provider responsible for any breach of security unless such breach has been caused as a direct result of our negligence or wilful default.

14. Data Security

• The Service Provider uses certain physical, managerial, technical or operational safeguards as per industry standards and established best practices to protect the Information Service Provider collects. The Service Provider uses reasonable security practices and procedures and uses secure servers as mandated under applicable laws for the protection of User's Information. Service Provider reviews the Information collection, storage, and processing practices, including physical security measures to guard against unauthorized access to systems. However, as effective as these measures are, no security system is impenetrable. Service Provider cannot guarantee the security of the database, nor can Service Provider guarantee that the Information User supplies will not be intercepted while being transmitted to Service Provider over the internet. User accepts the inherent security implications of data transmission over the internet and the internet cannot always be guaranteed as completely secure. Therefore, User's use of the Platform will be at User's own risk. If User has any concerns, please feel free to contact Service Provider at the details given in clause 3.3.

15. Changes and updates to Policy

• The Service Provider may modify or revise the Privacy Policy from time to time and shall accordingly notify User of any changes to the Privacy Policy by posting the revised Privacy Policy on the Platform with an updated date of revision. Service Provider shall endeavour to review, revise, update, modify, amend or correct the Privacy Policy on a regular and routine basis, especially whenever a significant update is made to the technology employed. User must periodically review the Privacy Policy for the latest information on Service Provider’s privacy practices. In the event User continues to use the Platform and Services after any update in the Privacy Policy, User's use of the Platform shall be subject to such updated privacy policy.

16. Contact

• 6.1. Please feel free to reach out to Service Provider by e-mail at info@vyshatech.com in case of any concerns, grievances, or questions relating to our privacy or data related practices.

17. Miscellaneous

• The invalidity or unenforceability of any part of this Privacy Policy shall not prejudice or affect the validity or enforceability of the remainder of this Privacy Policy. This Privacy Policy does not apply to any information other than the information collected by Service Provider through the Platform. This Privacy Policy shall be inapplicable to any unsolicited information User provides Service Provider through the Platform or through any other means. All unsolicited information shall be deemed to be non-confidential and Service Provider shall be free to use and/ or disclose such unsolicited information without any limitations. The rights and remedies available under this Policy may be exercised as often as necessary and are cumulative and not exclusive of rights or remedies provided by law. Rights under this Policy may be waived only in writing. Delay in exercising or non-exercise of any such right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.

18. User's acceptance of this Privacy Policy

• By using or visiting this Platform, user signifies user's agreement of this policy. If User does not agree to any of these terms, the User is advised to not use this platform or services.

DATA PROCESSING AGREEMENT

Last Updated: February 2021

This Data Processing Agreement (“DPA”) is to be read in conjunction with the Terms of Subscription which is available at (“Agreement”).

This Data Processing Agreement (“DPA”) is between VYSHA TECHSOLUTIONS LLP, (“Service Provider”), and you (“Customer”) governing your use of the host of Products and Services of the Service Provider (“Product”).

The Customer and Service Provider are individually referred to as “Party” and collectively as “Parties”.

WHEREAS:

• The Service Provider is in the business of providing information technology services and other allied services, and provides a comprehensive management system for residential and commercial properties.
• The Customer is availing Services from Service Provider’s platform as specified in the Order Form (“Product”). While rendering Services, the Product of the Service Provider shall process Personal Data (as defined herein) provided by the Customer.
• As per data protection laws of certain jurisdiction, there must be a contract between a data controller and a data processor containing certain provisions regarding the processing of personal data.

THE PARTIES AGREE TO THE FOLLOWING:

1. Introduction

• 1.1. This DPA forms an integral part of the Agreement, and all engagement letters, documents, addenda, schedules and exhibits incorporated therein and all communications sent in connection therewith; and
• 1.2. This DPA amends and replaces any provisions in the Agreement that conflict with the terms of this DPA, provided that, unless expressly stated otherwise in this DPA, nothing in this DPA shall change either party’s exclusions and limitations of liability under the Agreement and all provisions relating to liability and indemnities set out in the remainder of the Agreement shall continue to apply notwithstanding this DPA coming into effect.

2. Definitions

• 2.1. Affiliate means, with respect to a party, an entity that (directly or indirectly) controls, is controlled by or is under common control with, such party, where control refers to the power to direct or cause the direction of the management policies of another entity, whether through ownership of voting securities, by contract or otherwise.
• 2.2. Data Controller means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data and in this DPA shall refer to the Customer.
• 2.3. Data Protection Laws means all laws and regulations applicable to the Processing of Personal Data under the Agreement and, other laws and regulations of relating to data protection.
• 2.4. Data Subject means the individual to whom Personal Data relates.
• 2.5. Data Subject Request means a Data Subject's request to exercise that person's rights under Data Protection Laws in respect of that person's Personal Data, including, without limitation, the right to access, correct, amend, transfer, obtain a copy of, object to the processing of, block or delete such Personal Data.
• 2.6. Personal Data means any information relating to an identified or identifiable natural person made available to Service Provider in connection with the Services; an identifiable natural person (Data Subject), is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person. Personal Data shall refer to the Personal Data shared by the Customer to the Service Provider for the purpose of availing Services.
• 2.7. Processing or Process means any operation or set of operations which is performed by or on behalf of Service Provider as part of the Services upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
• 2.8. Data Processor means the entity which Processes Personal Data on behalf of the Controller and in this DPA shall refer to the Service Provider.
• 2.9. Security Incident means any personal data breach or other incident that has resulted, or is reasonably likely to result, in any accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, access to or encryption of (a) Personal Data or (b) other information under Service Provider's control where such incident has the potential to harm Customer's business, Customers, employees, systems or reputation.
• 2.10. Subcontractor means a third-party subcontractor engaged by or on behalf of Data Processor that will Process Personal Data as part of the performance of the Services.

3. Roles of Parties

The Parties acknowledge and agree that in relation to this DPA, Customer shall be the Data Controller and Service Provider shall be the Data Processor. While this Agreement proceeds to elaborate on the Role of the Data Processor, the Data Controller agrees to be compliant with its obligations with regard to receiving and continuing to keep the consent of the Data Subjects for the purpose of Data Processing and Storage, as well as all other obligations under applicable laws for Personal Data Privacy.

4. Service Provider's Processing of Personal Data

• 4.1. The Service Provider agrees to Process Personal Data only on Customer's behalf and in accordance with Customer's written instructions or for the performance of the Services as per the Order Form and shall treat Personal Data as Confidential Information subject to the confidentiality provisions of the Agreement. Customer shall instruct Service Provider to Process Personal Data in accordance with the Agreement and to comply with Customer's other reasonable instructions (e.g., via email) where such instructions are consistent with the Agreement.
• 4.2. The Service Provider shall inform Customer within reasonable time, if, in Service Provider's reasonable opinion, Service Provider believes that any instruction given by Customer infringes Data Protection Laws.
• 4.3. The Service Provider's Processing of Personal Data shall comply with its obligations under Data Protection Laws and Service Provider shall not perform the Services in a manner that causes Customer to violate Data Protection Laws.

5. Purpose, Categories of Personal Data, and Data Subjects

The purpose of Processing of Personal Data by Service Provider is the performance of the Services pursuant to the Agreement.

6. Ownership

All Personal Data supplied by the Customer to the Service Provider shall at all times remain the property of the Customer. Nothing contained in this DPA shall vest the ownership in any Personal Data shared to the Service Provider.

7. Limitation on Disclosure

Other than as expressly permitted by the Agreement or required by law, Service Provider shall not disclose Personal Data to any third parties without Customer's prior consent.

8. Data Subject Rights, Other Complaints and Requests

Data Subject Requests

• 8.1. The Service Provider shall, to the extent permitted by law, promptly notify Customer upon receipt of a Data Subject request. Service Provider shall not respond to any such Data Subject’s request without Customer's prior written instructions.
• 8.2. The Service Provider shall provide such assistance and take such action as Customer may reasonably request (including assistance by appropriate technical and organisational measures) to allow Service Provider to fulfil its obligations to Customers or under Data Protection Laws in respect of Data Subject Requests, including, without limitation, meeting any deadlines imposed by such obligations.

Other Complaints and Requests

• 8.3. The Service Provider shall, to the extent permitted by law, promptly notify Customer upon receipt of any complaint or request relating to (a) Customer's obligations under Data Protection Laws; or (b) Personal Data. In the event if the Customer fails to comply with the instructions of the statutory authorities/regulatory bodies and Service Provider, by written order of such regulatory bodies/statutory authority has been instructed to share the Personal Data, Service Provider shall have the right to share Personal Data to the extent required to comply with such written orders of regulatory bodies or statutory authorities.
• 8.4. The Service Provider shall promptly provide such co-operation and assistance as Customer may request in relation to such complaint or request.

9. Service Provider Personnel

The Service Provider shall ensure that its personnel engaged in Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements in respect of the Personal Data that survive termination of the personnel engagement.

10. Subcontractors

• 10.1. Appointment of Subcontractors: The Service Provider shall not authorise a Subcontractor to process Personal Data without the prior consent of Customer.
• 10.2. Responsibility for Subcontractors: The Service Provider shall be responsible and liable for the acts, omissions or defaults of its Subcontractors in the performance of obligations under this DPA or otherwise as if they were Service Provider's own acts, omissions or defaults.

11. Security

• 11.1. The Service Provider shall take appropriate technical and organisational measures to ensure the confidentiality, integrity, availability and resilience of Service Provider systems used for Processing Personal Data and protect against the unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data transmitted, stored or otherwise Processed.
• 11.2. The Customer shall implement appropriate technical and organisational measures, which are designed to ensure that:
  • a. It complies with all applicable laws for the time being in force;
  • b. The data protection principles as per Data Protection Laws are implemented; and
  • c. Risks to the rights and freedoms of data subjects are minimised.

12. Security Breach Management and Notification of Breach

• 12.1. The Service Provider shall notify Customer within seventy-two (72) hours from becoming aware of the occurrence of any incident which has resulted, or is reasonably likely to result, in a breach of security, including any accidental or unlawful loss, theft, deletion, disclosure or corruption of Personal Data and/or any unauthorised use or access to Personal Data (“Security Incident”).
• 12.2. provide all cooperation and information reasonably requested by Customer in respect of a Security Incident, including, as soon as possible following, and in any event within 48 hours of, the detection of the Security Incident by Service Provider:
  • i. full details of the Security Incident, including the categories and approximate number of Data Subjects concerned;
  • ii. full details of the Personal Data compromised, including the categories and approximate number of Personal Data records concerned;
  • iii. where known, details of the likely consequences of the Security Incident;
  • iv. full details of how the Security Incident is being investigated and mitigation and remedial steps already put in place and to be put in place;
  • v. whether any regulatory authority, the data subjects themselves and/or the media have been informed or is otherwise already aware of the Security Incident, and their response.

13. Audit Rights

Service Provider shall make available to the Customer, on request, all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Personal Data by the Service Provider.

14. Notification

Either Party undertakes to notify the other Party immediately upon receiving any complaint, notice or communication from an individual, supervisory, regulatory or government body which relates directly or indirectly to the processing of the Personal Data.

15. Deletion or Return of Personal Data

Upon termination or expiry of the Subscription, Service Provider shall, in accordance with the terms of the Subscription, delete or make available to the Customer for retrieval all relevant Personal Data and any copies made thereof which is in Service Provider’s possession, save to the extent that the Service Provider is required to retain all or any part thereof under any applicable laws for the time being in force.

16. Liability

The Parties agree that the limitation of liability set out in the Agreement will apply to any liability arising out of violation of the provisions of the DPA by either Party and also to either Party's liability to Data Subjects under the third-party beneficiary provisions of the Standard Contractual Clauses to the extent limitation of such rights is prohibited by Data Protection Laws.

17. Term

This DPA shall commence from the Effective Date specified in the Order Form and shall remain valid till the expiry or termination of the Subscription as per the termination clause provided in the Terms of Subscription.

18. General Provisions

• 18.1. Dispute Resolution: This DPA shall follow the dispute resolution mechanism as specified in the Agreement.
• 18.2. Severability: If any provision of this DPA is, for any reason, held to be invalid or unenforceable, the other provisions of this DPA (as the case may be) will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• 18.3. Notices: All Notices, consents and other communication under this DPA shall be in writing and shall be sent by (i) registered mail; (ii) personal delivery; (iii) courier to the respective Parties at the addresses set forth herein; or (iv) email to info@vyshatech.com. Any Notice given in accordance with point (i) or (iii) above, shall be deemed to have been given two (2) working days after having been mailed; and same day if given in accordance with point (ii) or (iv).
• 18.4. Waiver: No waiver, express or implied, of any term, condition or provision hereof by either Party shall be deemed or construed to be a waiver of any other term, covenant, condition or provision hereof or be deemed or construed to constitute, a like waiver with respect to any future requirement of performance under such terms, covenants, condition or provision.
• 18.5. Entire Agreement: The DPA is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this DPA, or any waiver of any rights under this DPA, will be effective unless accepted by both Parties.