Terms & Conditions

Each product or service provided by Greytrix India Private Limited (“Greytrix”) is subject to its own Terms of Use or Terms of Service, as the case may be, which terms constitute the complete legal agreement for the provision of said products and/or services. The following terms and conditions control the use of the Online Software Integration Service provided by Greytrix.

By clicking the "I Accept" button displayed as part of the ordering process, you agree to the following terms and conditions which constitute a legally enforceable agreement ("Agreement") governing your use of GUMU online software integration service, including offline components. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I Decline" button and may not use the service.

1. DEFINITION

In this Agreement, these words will have the meanings as detailed below:

• 1.1. "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Greytrix website specifically incorporated by reference herein, as such materials may be updated by Greytrix from time to time in its sole discretion;

• 1.2. "GUMU" means collectively the online software integration service GUMU that is hosted by, proprietary to and branded by Greytrix, that are accessed by Company or Customers via [•] or another designated website or IP address;

• 1.3. "GUMU Technology" means all of GUMU's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Greytrix in providing GUMU;

• 1.4. "Content" means the audio and visual information, documents, software, products and GUMU made available to you in the course of using GUMU;

• 1.5. "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;

• 1.6. “Charges” means all charges shall be exclusive of goods and services tax (“GST”), government fees, penalties or impositions and other similar costs and expenses.

• 1.7. "Effective Date" means the date your order is accepted via the online ordering process or as indicated on an Order Form;

• 1.8. "Initial Term" means the initial period during which you are obligated to pay for GUMU equal to the billing frequency selected by you during the subscription process (for example, if the billing frequency is quarterly, the Initial Term is the first quarter);

• 1.9. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, GUMU marks, trade names, domain name rights, mask work rights, knowhow and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

• 1.10. "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;

• 1.11. "License Term(s)" means the period(s) during which you are licensed to use GUMU pursuant to the Order Form(s);

• 1.12. Normal Support Hours: Normal Support hours of Greytrix is [•] to [•] according to the Indian Standard Time.

• 1.13. "Order Form(s)" means the form evidencing the initial subscription for GUMU and any subsequent order forms submitted online or in written form, specifying, among other things, the licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail;

• 1.14. “Service(s)" means the specific edition of GUMU’s online customer relationship management, billing, data analysis, or other data transformation and EDI interchange services identified during the ordering process, developed, operated, and maintained by Greytrix, accessible via [•] or another designated web site or IP address, or ancillary online or offline products and services provided to you by Greytrix, to which you are being granted access under this Agreement;

• 1.15. "Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form;

• 1.16. “Trading Partner” means [•]

• 1.17. "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use GUMU and have been supplied user identifications and passwords by you or by GUMU at your request.

• 1.18. “Websites” shall mean all websites as it may exist from time to time of Greytrix including but not limited to [•] and product website [•].

• 1.19. “You” and “Your” mean the entity using the Service under this Agreement.

2. GUMU

• 2.1. Grant of Right to Use Greytrix grants to customer the non-exclusive and non-transferable right to access and use of GUMU elected during the online subscription process, or as specified on an Order Form as well as the related documentation, all in accordance with the terms of this Agreement.

• 2.2. Greytrix Service Level Customer has read, understands and agrees to be bound by Greytrix Service Level Agreement as amended from time to time by Greytrix. Any new features added by Greytrix that update, augment, or enhance GUMU will also be subject to this Agreement.

3. SERVICE

• 3.1. Greytrix will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage, in the edition selected by you in the Order Form.

• 3.2. Greytrix shall provide the Service in accordance with the Service Level Agreement, which is incorporated into and governed by these Terms of Service. Except as set forth in the Service Level Agreement, Greytrix makes no guarantees as to the continuous availability of the Service or of any specific feature(s) of the Service. Greytrix will inform the User of any significant changes to the Service or terms and conditions of this Agreement that it may make from time to time.

• 3.3. If you require configuration, set-up and training services, the project will be outlined on a work order signed by you and Greytrix. Charges will apply for any additional services. Further support and services are also available on request, at an additional charge. Any such orders shall be subject to and governed by these Terms of Service.

4. INTELLECTUAL PROPERTY

4.1. GUMU Ownership

• Customer acknowledges that (i) GUMU and the related documentation are the exclusive property of Greytrix and its licensors and (ii) Customer has no right to transfer, sublicense or lease GUMU.

4.2. License Grant and Restrictions

• 4.2.1. Subject to the terms and conditions of this Agreement, Greytrix grants customer, during the Term of this Agreement, the non-exclusive, non-transferable (except in connection with an assignment permitted under Section 19.7) and terminable license (a) to display content from GUMU solely for customer's internal business operations, provided such operations will not include service bureau use, outsourcing, renting, or time-sharing of GUMU and (b) to copy and use on customer's computer system any object code generated by GUMU for use by the customer.

• 4.2.2. The rights granted to customer are provided to customer on the condition that customer does not and does not allow any third party to modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, or decompile GUMU, any object code generated by GUMU or any part thereof, or otherwise attempt to discover any source code, modify GUMU in any manner or form, or use unauthorized or modified versions of the Software, including without limitation for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to GUMU.

• 4.2.3. You may not access GUMU if you are a direct competitor of GUMU and/or Greytrix, except with GUMU's prior written consent. In addition, you may not access GUMU for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Except as expressly provided in this Agreement, the license granted to customer does not convey any rights or ownership in GUMU, or any source or object code generated by GUMU express or implied, or any intellectual property rights in GUMU, or any code generated by GUMU. Any rights not expressly granted in this Agreement are expressly reserved by GUMU and its licensors.

4.3. Grant of License in Customer Data

• 4.3.1. Customer hereby grants to Greytrix a worldwide, non-exclusive, limited, non-transferable right and license, during the term of the applicable Order, to store, host, reproduce, and maintain the Customer Data solely for purposes of making the Licensed Software and the Service available to customer and customer's permitted users and for no other purpose.

• 4.3.2. In addition to Greytrix's other obligations under this Agreement with respect to Customer Data, including without limitation, those obligations set forth in Section 4.5 hereof, Greytrix shall comply with all provisions of applicable laws relating to Customer Data and the privacy and security thereof, and shall require that all of its vendors or subcontractors with access to Customer Data or its processing adhere to the applicable terms of this Agreement as if they were parties hereto. Customer owns the Customer Data. No transfer of ownership will occur under this Agreement. All rights not expressly granted to Greytrix are reserved by customer.

• 4.3.3. Greytrix agrees not to use any Customer Data unless it is necessary to do so in order to fulfil an obligation under this Agreement. Greytrix also agrees that it will not sell, disclose, transfer, or rent any Customer Data to any third party, nor will it use any Customer Data on behalf of any third party, without the express written permission of customer.

4.4. Access

• 4.4.1. Greytrix will provide to customer unique login identification and password to gain access to GUMU. Customer will keep the identification and password strictly confidential and will only reveal such information to customer's authorized users.

4.5. Security

• 4.5.1. Greytrix will use commercially available security software for authentication and encryption of customer's data and will take such other security measures as may be required by regulatory authorities with jurisdiction over GUMU. GUMU is hosted on Microsoft Azure platform and inherits its security and standards for data protection. Microsoft Azure security and legal policy can be referred at https://azure.microsoft.com/en-in/support/legal/ Customer acknowledges that transmission of data over the internet may not be secure, even after such reasonable security measures have been taken, and customer will hold Greytrix harmless from the dissemination, misappropriation, loss or corruption of data caused by third parties, provided Greytrix meets its covenants in this Section.

4.6. Confidentiality

• 4.6.1. Greytrix and customer acknowledge that each party may receive or have access to Confidential Information owned or maintained by the disclosing party.

• 4.6.2. "Confidential Information" means all data and information of a confidential nature including, GUMU; source code; documentation; technical, financial, strategic, marketing or product information, plans, and other documents; and Customer's data provided by, or prepared for, the disclosing party, if marked confidential or reasonably expected by the receiving party to be treated as confidential by the disclosing party.

• 4.6.3. Confidential Information does not include information: (a) already known or independently developed by the receiving party; (b) already in the public domain through no act of the receiving party; or (c) received by the receiving party from a third party authorized to disclose such information for which the receiving party has no obligations of confidentiality.

• 4.6.4. The receiving party will not disclose or use the Confidential Information, except (i) as required by law, or (ii) to the extent reasonably required to perform its obligations under this Agreement. The receiving party will use at least the same degree of care in safeguarding the Confidential Information as the receiving party uses in safeguarding its own confidential information, but in no event less than reasonable care. At any time upon the written request of the disclosing party, the receiving party will return all copies of the Confidential Information that are requested by the requesting party.

5. TERM

• 5.1. This Agreement will commence on the Effective Date and continue for the initial period specified on an Order Form or as elected in the online subscription process. Thereafter, this Agreement will automatically renew for successive periods equal to the term specified on an Order Form each, a Renewal Term, unless either party gives notice of its intention not to renew at least 30 (thirty) days prior the expiration of the Initial Term or any Renewal Term.

• 5.2. The renewal charge will be equal to the fee in effect during the prior term, unless Greytrix has given you at least 30 (thirty) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter.

• 5.3. In the case of free trials, notifications provided through GUMU indicating the number of days in the free trial shall constitute notice of termination.

6. CUSTOMER RESPONSIBILITY

• 6.1. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.

• 6.2. You shall: (i) notify Greytrix immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Greytrix immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Greytrix user or provide false identity information to gain access to or use the Service.

7. FINANCIAL TERMS

7.1. Fees and Payment

• 7.1.1. You shall pay all fees or Charges to your account in accordance with as specified on an Order Form, or as indicated in the online subscription process. Prices do not include, and customer will promptly pay, all applicable taxes in connection with GUMU, except for taxes levied on GUMU's net income. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center.

• 7.1.2. All payment obligations are non-cancellable, and all amounts paid are non-refundable. You must provide Greytrix with valid credit card or approved purchase order information as a condition to signing up for GUMU.

• 7.1.3. Added licenses will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. All pricing terms are confidential, and you agree not to disclose them to any third party.

7.2. Non-payment and Suspension

• 7.2.1. In addition to any other rights granted to GUMU herein, Greytrix reserves the right to suspend or terminate this Agreement and your access to GUMU if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 4% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer's failure to make any payment for GUMU when due will constitute a material breach of this Agreement.

• 7.2.2. You will continue to be charged applicable fees for GUMU during any period of suspension. If you or Greytrix initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Fees and Payment section above. You agree that Greytrix may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Furthermore, Greytrix's suspension or resumption of GUMU will not limit or prevent Greytrix from pursuing all other remedies available to it.

7.3. Reconnection Fee and Customer Data

• 7.3.1. Greytrix reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to GUMU. You agree and acknowledge that Greytrix has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 (thirty) days or more delinquent.

8. WARRANTIES AND DISCLAIMERS

8.1. Warranties

• 8.1.1. Greytrix warrants to customer that: (i) during the term of this Agreement, GUMU will achieve in all material respects the functionality described in the related documentation, and such functionality will be maintained in all material respects in subsequent upgrades to GUMU; (ii) during the term of this Agreement, GUMU will meet the service levels outlined in GUMU's Service and Support Policy; (iii) Greytrix has the power and authority to grant the license for the use of GUMU and the other rights granted by this Agreement to Customer; (iv) GUMU does not infringe or violate any valid copyright, patent, or non-disclosure agreement to which GUMU is a party; and (v) GUMU will be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.

8.2. Exceptions to Warranty

• 8.2.1. Greytrix and its licensors do not warrant that GUMU will be error-free. Greytrix and its licensors will have no obligations to Customer under Section 7.1 if Customer: (a) does not properly maintain all associated equipment, software, Internet access and environmental conditions in accordance with applicable specifications and industry standards; (b) introduces other equipment or software creating an adverse impact on GUMU; (c) does not pay all amounts due under this Agreement; or (d) is in default of any material provision of this Agreement.

8.3. Disclaimers

• 8.3.1. Except as specifically contained in Section 7.1, GUMU is provided to customer without any other representation or warranty, express or implied, whether arising by statute or otherwise in law or from a course of dealing or usage of trade, such as any warranty of accuracy, completeness, Performance, currency, merchantability, fitness for a particular purpose, non-infringement or title.

9. PRIVACY POLICY

• 9.1. Greytrix’s privacy policy may be viewed at [•]. GUMU reserves the right to modify its privacy policy in its reasonable discretion from time to time. Individual Users when they initially log in will be asked whether they wish to receive marketing and other non-critical Service-related communications from Greytrix from time to time. They may opt out of receiving such communications at that time or at any subsequent time. Note that because the Service is a hosted, online application, Greytrix occasionally may need to notify all Service Users (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

10. INTERNET DELAYS

• 10.1. GUMU may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Greytrix is not responsible for any delays, delivery failures, or other damage resulting from such problems.

11. LIMITATION OF REMEDIES

• 11.1. Limited Remedy. Customer's sole and exclusive remedy for Greytrix's breach of this Agreement will be that Greytrix, at its sole option and expense: (i) will use commercially reasonable efforts to modify or replace GUMU either, as appropriate, to achieve in all material respects the functionality described in the related documentation or to make GUMU no longer infringing; (ii) will provide to Customer any credit permitted under the Policy; (iii) in the case of infringement, will procure for Customer the right to continue to use GUMU; or (iv) will terminate the Agreement and refund to Customer a pro-rata portion of the fees paid under the Agreement for its use of GUMU but for which use has not yet been furnished by Greytrix as of the date of such termination. GUMU will have no obligation with respect to such a breach unless notified of such breach in writing sent to [•] within 10 (ten) days of the first instance of any material functionality problem or notice of infringement.

• 11.2. Time Limit for Claims. If Customer fails to commence a cause of action related to this Agreement within 1 (one) year from its accrual, then Customer will be deemed to have waived whatever rights Customer may have had in relation to such cause of action.

12. LIMITATION OF LIABILITY AND DISCLAIMER

• 12.1. Greytrix's and its licensors' combined, aggregate liability to customer or any other person or entity for damages arising under this agreement, whether in tort, contract or otherwise, will not exceed the fees actually paid to Greytrix by customer under this agreement during the 12 (twelve) month period immediately preceding the date when the cause of action arose.

• 12.2. In no event will Greytrix or its licensors be liable for any consequential, incidental, indirect, punitive, or special damages, such as damages for loss of profits, loss of good will, work stoppage, computer failure or malfunction, loss of work product, or any other 3rd party claims on the Customer whether in tort, contract, or otherwise, even if advised of the possibility of such damages. The limitations of liability set forth in this Section 12 will remain fully operative even if the limited remedy set forth in Section 11 fails in its essential purpose or is otherwise held to be unenforceable.

13. TERMINATION

13.1. Termination for Cause

• 13.1.1. Any breach of your payment obligations or unauthorized use of the GUMU will be deemed a material breach of this Agreement. Greytrix, in its sole discretion, may terminate your password, account or use of GUMU if you breach or otherwise fail to comply with this Agreement.

• 13.1.2. In addition, Greytrix may terminate a free account at any time in its sole discretion. You agree and acknowledge that Greytrix has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

• 13.1.3. Either party may terminate this Agreement if the other party breaches any material provision of this Agreement and fails, within 30 (thirty) days after receipt of written notice of such breach, to either correct the breach or commence corrective action that is reasonably acceptable to the aggrieved party.

13.2. Effect of Termination

• 13.2.1. Termination will have no effect on customer's obligation to pay for any GUMU rendered prior to termination. The terms of Sections 4.5, 7.2, 8, 11, 12, and 18 will survive the termination of this Agreement in accordance with their respective terms.

14. THIRD PARTY INTERACTIONS

• 14.1. During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Greytrix and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

• 14.2. Greytrix provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

15. ACCOUNTING INFORMATION AND DATA

• 15.1. Greytrix does not own any data, information, or material that you submit to the Service in the course of using the Service. However, you agree that Greytrix may use aggregate, anonymized data in read-only format that is generated in the course of your use in the Service for its own internal business purposes, including the development of marketing and sales collateral and general studies relating to the industry.

• 15.2. You, not Greytrix, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or the right to use all Customer Data. Greytrix shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event this Agreement is terminated other than by reason of your breach, Greytrix will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Greytrix reserves the right to withhold Customer Data without notice for any breach.

16. MODIFICATION TO TERMS

• 16.1. Greytrix reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

17. EXCESS DATA STORAGE FEES

• 17.1. The maximum disk storage space provided to you at no additional charge is 5 MB per User. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. GUMU pricing is also based on number of records synchronized across the system. The base tier includes one million records across all entities for up to 12 months. If this limit is exceeded, Customer will be billed monthly on a pro-rata basis on the then-current usage rates.

• 17.2. Greytrix will use reasonable efforts to notify you when the average storage used per license or usage reaches approximately 90% of the maximum; however, any failure by Greytrix to so notify you shall not affect your responsibility for such additional storage charges or usage. Greytrix reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

18. MISCELLANEOUS

• 18.1. Independent Contractors. The parties are independent contractors. Nothing contained in this Agreement will be construed or implied to create an agency, partnership or joint venture between the parties. At no time will either party make commitments or incur any Charges or expenses for or on behalf of the other party without prior written consent.

• 18.2. Force Majeure. Neither party will have any liability for delays or failures in the performance of this Agreement to the extent that such delay or failure is caused by any cause not within such party's direct control, such as fire, flood, acts of God, natural disaster, war, terrorism, internet outages, power outages and the like, other than financial inability.

• 18.3. Notice. Greytrix may give notice by means of electronic mail to your e-mail address on record in GUMU's account information, or by written communication sent by first class mail or pre-paid post to your address on record in GUMU's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Greytrix such notice shall be deemed given when received by Greytrix at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Greytrix at the following address [•]

• 18.4. Governing Law. This Agreement shall be governed by and construed in accordance with laws of India.

• 18.5. Disputes. The parties will use reasonable efforts to resolve amicably any disputes that may relate to or arise under this Agreement; however, either party may seek injunctive relief from any court of competent jurisdiction. The following specific provisions will also apply to the Arbitration: (a) the proceedings will be held before a single arbitrator; (b) the arbitrator will apply the law chosen in Section 19.4; (c) the prevailing party will be entitled to recover, in addition to any other amounts awarded, its reasonable attorney’s fees, costs, and expenses; (d) the costs of the Arbitration (other than the parties' respective costs and expenses) will be allocated among the parties in the discretion of the arbitrator; and (e) the decision of the arbitrator will be in a writing stating the facts and law upon which the decision rests and will be given no later than 10 (ten) days following the conclusion of the necessary hearings. The Arbitration award will be final, non-appealable and binding, and any court having jurisdiction can enter judgment upon the award.

• 18.6. Merger and Acquisition. Greytrix reserves the right to undergo any restructuring process like takeover, merger, acquisition etc. However, in the occurrence of any such restructuring process, all rights and liabilities of Greytrix and of the customer under this Terms of Use or Terms of Service shall vest on the authority so developed under such processes, disregarding the fact whether such process affects the legal identity or not. Further, the customer will have the right to continue the use of configured GUMU installed in the customer server and obtain updates in payment as applicable, if customer undergoes any merger, acquisition, reorganization or takeover thus having a change in control or change in corporate form, whereas the deployment environment of the GUMU remains the same, provided the merger. acquisition, takeover, restructuring Agreement explicitly states that all the rights, obligations and liabilities are to be vested on the restructured entity, thus making the Terms of Use or Terms of Service and all other agreements, understanding between the customer and Greytrix be binding on the restructured entity. The customer is not allowed to sub-lease or rent the GUMU license assigned to it to any other entity being a subsidiary, associated company, partner or a holding company.

• 18.7. Use of Name and Likeness. Greytrix shall, at its discretion, be entitled to use the name and likeness of Customer in publicity, advertising, or similar activity, without the prior written consent of or intimation to the Customer. However, the Customer shall not use the name and likeness of Greytrix without the prior written consent of the Authorised Person in this regard at Greytrix.

• 18.8. Entire Agreement and Counterparts. This Agreement contains the entire agreement between the parties with respect to Greytrix and supersedes all other oral or written representations, statements, or agreements with respect to such subject matter. This Agreement may be executed in several counterparts, all of which taken together will constitute the same instrument.

• 18.9. Non-Assignment. This Agreement may not be assigned or otherwise transferred, in whole or in part, by customer without the prior written consent of Greytrix, which consent will not be unreasonably withheld.

• 18.10. Modifications and Waiver. This Agreement may only be modified by a writing that is executed by authorized representatives of both parties. Customer's subsequent purchase orders or other standard business forms will not constitute a modification of this Agreement, whether or not received, accepted, approved or signed by Greytrix. Any waiver must be express and in writing. No waiver by either party of a breach by the other party will constitute a waiver of any different or succeeding breach. Unless otherwise specified, remedies are cumulative.

• 18.11. Severability and Reformation. If any provision of this Agreement is held to be invalid or unenforceable by arbitration or a court of competent jurisdiction, then the remaining provisions of this Agreement will remain in full force and effect. Such invalid or unenforceable provision will be severed from this Agreement with the remaining terms of the Agreement to be automatically revised to best reflect the parties' original intent.

19. SUPPORT POLICY DETAILS

• Availability: Monday to Friday, 10:00 AM – 6:00 PM IST (excluding public holidays in India)

• Initial response time: Within 1 business day

• Support channel: Email us at [email protected]

• Scope: Installation assistance, configuration support, and bug fixes related to the app

• Exclusions: Customization and third-party integrations (available as paid services).