Terms Of Service

QILIN LAB – TERMS OF SERVICE

[Last Updated: Jan 25^th, 2020]

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE

BEFORE AVAILING OUR SERVICES

These Terms of Service describe the Services we will provide to you, how we will work together, and other aspects
of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance,
these Terms of Service form a legally binding agreement between you and QILIN LAB. Our Services are available to
you only upon your acceptance of these Terms of Service.

In case any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY
ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

We periodically update these terms and we will let you know when we do through notification within the QILIN LAB
Application used to access your Subscription Services (if you have one), and by posting a revised copy on our
website. You agree to review these Terms of Service on a regular basis and always remain in compliance.

DEFINITIONS
1. “QILIN LAB“, “we“, “us” or “our”
  shall mean:
  1. in case you are a Customer based in India, MarketXpander Services Private Limited, a company
    incorporated under the Companies Act, 1956, with its registered office at No. 33, Sector-6,
    HSR Layout, Bangalore – 560102; or
  2. in case you are a Customer based in any other jurisdiction, QILIN LAB Inc., a United States
    corporation with its registered office at No. 555, US Highway One South, Suite 170, Iselin,
    New Jersey, 08830, United States of America.
2. “You“, “your” or “Customer” shall mean an
  individual or legal entity who is signing up for any kind of Services from us, irrespective of the
  nature or duration of the Services, including those availing of Free Services. Customer’s details,
  including name of the contracting entity and the authorized representative, are as provided in the
  accompanying Order Form.
3. “Consulting Services” shall mean the professional services provided by us, which
  may include training services, installation, integration or consulting services. The details of the
  Consulting Services shall be set out in the Order Form signed up from time to time under these Terms
  of Service;
4. “Customer Data” shall mean information pertaining to your clients that you submit
  or collect via the Subscription Services. Additional information that may be collated by us
  and provided for your use will not be included within the scope of Customer Data;
5. “Disclosing Party” shall have meaning set out in Clause 6.1.1;
6. “Effective Date” shall mean the date of your acceptance of these Terms of Service;
7. “Force Majeure” shall mean an act of war, hostility, sabotage, act of God,
  electrical, internet, or telecommunication outage, cyber-attacks, government or regulatory
  restrictions (including the denial or cancellation of any export or other license), or any other
  event outside the reasonable control of the obligated Party;
8. “Free Services” shall mean any products or features, including Subscription
  Services made available by us to you on an unpaid trial or free basis;
9. “QILIN LAB Application”, “Software”, or
  “Platform” shall mean the suite of applications available at https://qiilnlab.com/ or any of its sub-domains or
  any other URL/location made available by us;
10. “Order” or “Order Form” shall mean the form submitted by you, with
  your details and the Services opted by you, with relevant Service terms, pricing and payment terms
  being set out accordingly. Separate Order Forms may be submitted for different Subscription Services
  and Order Forms may be updated or modified from time to time with mutual consent;
11. “Party” shall mean either QILIN LAB or Customer and “Parties”
  shall mean QILIN LAB and Customer collectively;
12. “Planned Downtime” shall mean the period during which the Services may be shut down
  for planned maintenance of the Platform. To the extent possible and reasonable, such downtime will
  be scheduled during non-business hours for majority of our customers such as weekends and public
  holidays and at least 24 (twenty-four) hours’ prior notice will be provided;
13. “Privacy Policy” shall mean our privacy policy set out at qilinlab.com/privacy-policy;
14. “Receiving Party” shall have the meaning set out in Clause 6.1.1;
15. “Service Usage Limitations” shall have the meaning set out at Clause 3.3;
16. “Sensitive Information” shall mean passwords, financial information such as bank
  account or credit card or debit card or other payment instrument details, Social Security numbers,
  passport numbers, driver’s license numbers, Aadhar numbers or similar identifiers, information
  pertaining to racial or ethnic origin, political opinions, religious or philosophical beliefs, or
  trade union membership, physical, physiological or mental health condition or information, medical
  records and history, sexual orientation, genetic data, biometric information, or other employment,
  financial or health information, including any information subject to regulations, laws or industry
  standards designed to protect data privacy and security, such as the Health Insurance Portability
  and Accountability Act and the Payment Card Industry Data Security Standards;
17. “Service Fees” shall mean the amounts you are required to pay for using any of the
  Services;
18. “Services” shall mean any service provided by us to you, including but not limited
  to Subscription Services, Consulting Services and Free Services;
19. “Start Date” shall mean the date of commencement of the Subscription Services;
20. “Subscription Fees” shall mean the fees payable by you for the Subscription
  Services;
21. “Subscription Services” shall mean all of QILIN LAB’s web and mobile based
  marketing and sales applications, tools and platforms that you have subscribed to and are developed,
  operated and maintained by us, accessible via https://qilinlab.com or another designated URL, and any
  ancillary products and services that we provide to you. The details of the Subscription Services
  shall be as set out in the Order Form;
22. “Subscription Term” shall mean the initial term for the subscription to the
  applicable Subscription Services, as specified in the relevant Order Form, and each subsequent
  renewal term (if any). For Free Services, the Subscription Term will be the period during which you
  have an account to access the Free Services;
23. “Terms of Service” shall mean this Terms of Service entered into between QILIN LAB
  and you in respect of the Services, along with any modifications that may be notified from time to
  time; and
24. “Users” mean individual people or accounts that are designated and authorized by
  you to access Subscription Services.
SCOPE OF SERVICES
1. Subscription Services
  1. During the Subscription Term, we will provide you access to use the Subscription Services in
    accordance with these Terms of Service and the relevant Order Form. You may, at any time,
    subscribe to additional features of the Subscription Services (existing features or new
    features that may be made available by us from time to time) by executing an additional
    Order Form. We may update the Platform from time to time, without adversely affecting the
    Subscription Services. We, however, are under no binding obligation to release new features
    or updates to the Platform. We make no representations as to future features and
    functionalities, irrespective of any public announcements or comments in this regard.
  2. Subscription Services will be made available 24 hours a day, 7 days a week, except for
    Planned Downtime or Force Majeure.
2. Consulting Services
  1. Consulting Services will be provided by us in accordance with the relevant Order Form.
    Unless otherwise agreed, Consulting Services will be performed remotely and rendered in
    English.
3. Third Party Service Providers or Third-Party Software
  1. We may use third-party service providers, including application service providers and
    hosting service providers, for rendering any of the Services hereunder without seeking
    further consent from you, but we will continue to be responsible for such Services. We, will
    however, not be responsible for any third-party service providers engaged by you or any
    third-party software that may be procured by you, whether with or without our consent and
    notwithstanding that the same may be integrated with the Services.
USE OF SUBSCRIPTION SERVICES
1. Grant of Rights
  1. We grant you a non-transferable, non-exclusive, worldwide right to permit Users authorized
    by you to access and use the Services in accordance with these Terms of Service, the
    relevant Order Form and all laws and regulations applicable to you.
2. Acceptable Use
  1. You will comply with the Acceptable Use Policy. Specifically, you will not:
    1. use or launch any automated system, including, “robots,” “spiders,” or “offline
      readers,” that sends more request messages to our servers in a given period of time
      than a human can reasonably produce in the same period by using a conventional
      browser;
    2. use the Subscription Services in any manner that damages, disables, overburdens, or
      impairs any of our websites or interferes with any other party’s use of the
      Subscription Services;
    3. attempt to gain unauthorized access to the Subscription Services;
    4. make the Services available to anyone other than authorized Users;
    5. sell, resell, rent or lease the Services unless explicitly permitted in the relevant
      Order Form;
    6. use the Services to store or transmit infringing, libelous, or otherwise unlawful or
      tortious material, or to store or transmit material in violation of third-party
      privacy rights;
    7. use the Services to store or transmit malicious code;
    8. access the Subscription Services other than through the interface provided by us;
    9. create derivative works based on the Services or the Software unless we have been
      explicitly authorized by you;
    10. reverse engineer the Services or the Software or access the Services in order to:
      (a) build a competitive product or service, or (b) copy any features, functions or
      graphics of the Services; or
    11. use the Subscription Services for any purpose or in any manner that is unlawful
      under applicable laws or prohibited by under these Terms of Service.
3. Service Usage Limitations
  1. The use of Services may be limited by criteria specified at www.QILIN LAB.com/pricing and at http://help.QILIN
    LAB.com/access-limits-of-features or may be more accurately described in the
    relevant Order Form. Some examples of limitation are: number of unique Users who can access
    the http://help.QILIN LAB.com/access-limits-of-featuresPlatform, number of emails that can
    be sent by you in a month, number of contacts that can be managed, number of days after
    which visit data will be flushed and number of landing pages that can be hosted.
4. Service Overuse
  1. We reserve the right to monitor and audit your usage of the Services to determine if the use
    is within relevant Service Usage Limitations. Any overuse of Services, if technically
    permitted, will be brought to your notice and may lead to pro-rata additional billing or
    suspension of the Services, or both.
5. Intimation of Unauthorized Use
  1. You are responsible to ensure that the Services are used in accordance with these Terms of
    Service and will notify us immediately of any unauthorized use of your account or Users’
    identifications and passwords by sending an email to abuse@qilinlab.com.
FEES AND PAYMENT TERMS
1. Unless otherwise agreed in the relevant Order Form, you shall pay us the amounts set out below as
  fees for the Services:
  1. Subscription Fees
    1. Towards Subscription Services, you will pay the Subscription Fees set out in the
      relevant Order Form. The Subscription Fees will remain fixed during the Subscription
      Term unless:
      - there is an overuse of the Services, whereby you exceed the maximum
        contacts, email send limit, visits, User or other applicable limits, as set
        out in the relevant Service Usage Limitations;
      - you upgrade products or base packages; or
      - you subscribe to additional or new features or new packages or products,
        including additional contacts.
    2. In case of overuse of Subscription Services, we shall be entitled to charge an
      additional fee for such overuse on a pro-rata basis. You will also be provided an
      option to modify the relevant Order Form and enhance the permitted usage limits
      prospectively.
    3. Additional fees for new features or additional Subscription Services will be charged
      pro-rata for the remainder of the Subscription Term.
    4. Subscription enables you to use the Subscription Services during the Subscription
      Term. In case usage of the Services is below the Service Usage Limitations or in
      case you discontinue use of the Services during the Subscription Term, we are not
      liable to refund any Subscription Fees.
    5. The Subscription Fees will remain unchanged during the Subscription Term of the
      Order Form and be subject to escalation only at the time of each renewal, at the
      rate set out in the relevant Order Form.
  2. Consulting Fees and Expenses
    1. Any fee associated with Consulting Services will be captured in the relevant Order
      Form.
    2. For Consulting Services performed on-site, you will reimburse us for all costs and
      expenses incurred in connection with rendering the Services.
  3. Payment Terms
    1. All Subscription Fees are due and payable in advance throughout the Subscription
      Term, prior to the commencement of the relevant Billing Cycle, as set out in the
      relevant Order Form. All Consulting Fees shall be due and payable prior to the
      commencement of Services pursuant to the relevant Order Form.
    2. In case Services are being procured for only a portion of a month during initiation
      of Services, the Subscription Fees will be charged pro-rata.
    3. All other payment terms shall be as set out in the relevant Order Form.
    4. Service Fees are non-refundable and payment obligations under an Order Form are
      non-cancellable unless expressly set out otherwise in the relevant Order Form.
  4. Payment Information and Authorisations
    1. You will provide accurate credit card, debit card or bank information as may be
      needed to process the payment of the Service Fees. You will also update us about any
      change in the payment information that may impact processing of payment in current
      or subsequent Billing Cycles. We are not responsible for any failures or delays in
      payment processing due to inaccurate information furnished by you.
    2. If you are paying by credit card, you authorize us to:
      1. charge your credit card or bank account for all Service Fees payable during
        the Subscription Term;
      2. auto-charge for renewal of subscription unless you have made an explicit
        request to cancel the subscription at least 15 (fifteen) days prior to the
        renewal date. Any cancellation requests after auto-charge for subscription
        renewal will not lead to a refund; and
      3. use a third party to process payments, and you further consent to the
        disclosure of your payment information to such third party.
  5. Invoicing
    1. We will invoice you prior to the beginning of the initial Subscription Term and
      prior to the delivery of Consulting Services, if any. Thereafter, we will invoice
      you no more than forty-five (45) days before each subsequent Billing Cycle or each
      renewal of the Subscription Term or at such other times when fees are payable. All
      amounts invoiced are due and payable within 15 (fifteen) days from the date of the
      invoice, unless otherwise specified in the relevant Order Form.
    2. In case of delayed payments, we will be entitled to apply interest at (i) 1.5%
      (one-point-fivepercent) per month; or (ii) the maximum permissible under law,
      whichever is higher.
  6. Taxes
    1. All Service Fees are exclusive of applicable taxes, levies, cesses and other charges
      applicable thereon, which shall be borne by you.
    2. You agree to provide us any tax registration numbers held by you that we may require
      for our records.
    3. If you are required to deduct or withhold any tax, you will pay the amount deducted
      or withheld as required by law and pay us an additional amount so that we receive
      payment in full as if there were no deduction or withholding.
OWNERSHIP AND PROPRIETARY RIGHTS
1. QILIN LAB Rights
  1. We own or have rights to all worldwide intellectual property rights in and to the
    Subscription Services, Consulting Services, QILIN LAB Application/Platform and Software
    (including all derivatives or improvements thereof). All suggestions, enhancement requests,
    feedback, recommendations or other inputs provided by you or any other party relating to the
    Services or Software shall be owned by us, and you hereby do and shall make all assignments
    and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not
    expressly granted herein are reserved by us.
  2. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on
    the Subscription Services or the Consulting Services, in whole or in part, by any means,
    except as expressly authorized in writing by us.
2. Your Rights
  1. You own any data, information or material originated by you that you submit or compile in
    the course of using the Services. We have no ownership rights in or to Customer Data. You
    shall be solely responsible for the accuracy, quality, integrity, legality, reliability,
    appropriateness and intellectual property ownership or right to collect and use the Customer
    Data. You permit and grant us and our licensors the right to use the Customer Data only as
    necessary to provide the Subscription Services and Consulting Services under these Terms of
    Service.
3. Using your name and logo
  1. You hereby permit us to use your name, website address and logo in our marketing material
    including website, email campaigns, brochures etc. during and after active engagement.
CONFIDENTIALITY
1. Confidential Information
  1. As used herein, “Confidential Information” means all confidential information disclosed by a
    Party (“Disclosing Party”) to the other Party (“Receiving
    Party”), whether orally or in writing, that is designated as confidential or
    that reasonably should be understood to be confidential given the nature of the information
    and the circumstances of disclosure. Your Confidential Information shall include Customer
    Data; our Confidential Information shall include the Services; and Confidential Information
    of each Party shall include the terms and conditions of these Terms of Service and all
    Orders Forms as well as business and marketing plans, technology and technical information,
    product plans and designs, and business processes disclosed by such Party. However,
    Confidential Information (other than Customer Data) shall not include any information that
    (i) is or becomes generally known to the public without breach of any obligation owed to the
    Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the
    Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is
    received from a third party without breach of any obligation owed to the Disclosing Party;
    or (iv) was independently developed by the Receiving Party.
2. Protection of Confidential Information
  1. The Receiving Party shall use the same degree of care to protect Confidential Information
    that it uses to protect the confidentiality of its own confidential information of like kind
    (but in no event less than reasonable care). It shall not use any Confidential Information
    of the Disclosing Party for any purpose outside the scope of these Terms of Service and
    except as otherwise authorized by the Disclosing Party in writing, limit access to
    Confidential Information of the Disclosing Party to those of its and its service providers’
    employees, consultants, contractors and agents who need such access for purposes consistent
    with these Terms of Service and who have signed confidentiality agreements with the
    Receiving Party containing protections no less stringent than those herein.
CUSTOMER DATA PROTECTION
1. No Sensitive Information
  1. You represent that you shall not use the Subscription Services to collect, manage or process
    Sensitive Information and shall be solely responsible with regard to the nature and extent
    of the information collected from your clients and potential clients.
2. Application of EU – GDPR
  1. To the extent we process any Customer Data to which the provisions of the European Union’s
    General Data Protection Regulation applies, the terms of the Data Protection
    Addendum will apply. You agree that we may process the Customer Data in any location of
    QILIN LAB, its affiliates, partners and service providers, in accordance with the terms of
    the Data Protection Addendum.
3. Restricted use of Customer Data
  1. We will not use, or allow anyone else to use, Customer Data to contact any individual or
    company except as directed or otherwise permitted by you. We will use Customer Data only in
    order to provide the Subscription Services and Consulting Services and only as permitted by
    applicable law, these Terms of Service and the Privacy Policy, as set out at qilinlab.com/privacy-policy.
4. Aggregate and anonymised data
  1. We may monitor use of the Subscription Services by all our customers and use the data
    gathered in an aggregate and anonymous manner. You agree that we may use and publish such
    information, provided that such information does not incorporate any Customer Data and/or
    identify you.
5. Security Measures
  1. We will adopt and maintain appropriate organizational and technical safeguards for the
    protection of the security, confidentiality and integrity of Customer Data.
TERM, RENEWAL, SUSPENSION AND TERMINATION
1. These Terms of Service shall be effective from the Effective Date and be binding between you and
  QILIN LAB till the completion of all the obligations undertaken pursuant hereto, unless terminated
  earlier in accordance with the terms hereof.
2. The Subscription Term shall commence on the Start Date set out in the relevant Order Form and be
  valid for the period specified therein. The Subscription Term will renew automatically for a further
  subscription period or 1 (one) year, whichever is lesser, unless (i) you send a non-renewal notice
  in writing to sales@qilinlab.com at least 15 (fifteen) days prior to the approaching renewal; or
  (ii) an explicit renewal Order Form captures a different Billing Cycle. If you add new products or
  functionalities during the Subscription Term, they will renew along with the Subscription Term,
  unless otherwise indicated in the relevant Order Form.
3. The term of Consulting Services will be as set out in the relevant Order Form. If you procure
  Consulting Services that recur, they will be considered part of the subscription and will renew
  along with the Subscription Term.
4. Free Services, if made available, will generally be provided for the agreed trial period or the
  Start Date of the Subscription Services, whichever is earlier. We may, however, suspend or terminate
  the Free Services for any reason at any time without notice.
5. Accounts pertaining to subscriptions that are not renewed in accordance with these Terms of Service
  shall be deactivated and permanently deleted after a period of 30 (thirty) days from the date due
  for renewal.
6. No Termination without Cause
  1. Neither Party will terminate these Terms of Service, a Subscription Term or an Order Form
    for Consultancy Services without cause or for convenience prior to the expiry of the
    relevant term. In case you choose to stop using any of the Services before the expiry of the
    relevant term, you may do so, without QILIN LAB being liable to refund any Services Fees
    already paid. Notwithstanding the applicable Billing Cycle, you will be liable to pay all
    Service Fees payable for the remainder of the Subscription Term
7. Suspension of Services
  1. We may suspend access to your account after giving 15 (fifteen) days’ prior written notice
    to you, in case any amounts remain due and payable upon completion of the payment period set
    out in these Terms of Service or the relevant Order Form.
  2. We may also suspend access to your account with immediate effect if (i) there is
    unauthorized access to your account; (ii) there is a violation of Acceptable Use Policy;
    (iii) your use of the Services is in violation of applicable laws or regulations; or (iv)
    your use of the Services poses a risk to the Platform or other users of the Services.
  3. If the reason for the suspension continues for a period of 15 (fifteen) days, we may proceed
    to terminate these Terms of Service or the relevant Order Form, without prejudice to other
    remedies that may be available under these Terms of Service or applicable laws.
8. Termination for Cause
  1. Either Party may terminate these Terms of Service or an Order Form for cause: (i) upon 30
    (thirty) days’ prior written notice to the other Party on grounds of a material breach, if
    such breach remains uncured at the expiration of such period; or (ii) immediately, if the
    other party becomes the subject of insolvency, bankruptcy, liquidation or other such
    proceedings and the same are not stayed by a competent court within a period of 6 (six)
    months therefrom.
9. Consequences of expiry/termination
  1. Upon expiry or termination of any of the Services, all payments that are due and payable
    therefor shall immediately become due and payable, irrespective of the Billing Cycle. We
    shall not be liable to provide any refunds to you, except, where you have terminated on
    grounds of our material breach, we shall refund pro-rata any Subscription Fees for the
    unexpired portion of the Subscription Term.
  2. For a period of 30 (thirty) days following expiry or termination, we will retain the data
    stored by you on the Platform. Within this period, you can request us to keep the account
    active for an additional fee or provide a copy of the contacts stored in your account. Upon
    completion of the afore-mentioned period of 30 (thirty) days, we will permanently delete all
    data in your account, without retaining any copy thereof. You agree that we are not liable
    for any such deletion of data.
  3. In respect of Free Services, we do not undertake to provide any access to or copy of the
    data stored in your account post expiry or termination of the access; all such data will be
    deleted from the Platform.
  4. All terms hereof, which by their nature survive termination (including but not limited to
    terms pertaining to intellectual property rights, data privacy, confidentiality, indemnity
    and dispute resolution) shall survive the expiry or termination of these Terms of Service.
INDEMNITY
1. We shall defend, indemnify and hold you harmless against any loss, damage or costs (including
  reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made
  or brought against you by a third party alleging that the use of the Services as contemplated
  hereunder infringes the intellectual property rights of such third party; provided that you (i)
  promptly give us written notice of the claim; (ii) give us sole control of the defense and
  settlement of the claim (we shall however not settle any claim unless it unconditionally releases
  you of all liability); and (c) provide us, at our cost, all reasonable assistance.
2. You shall defend, indemnify and hold us harmless against any loss, damage or costs (including
  reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made
  or brought against us by a third party alleging that Customer Data or your use of the Services
  infringes the privacy rights or intellectual property rights of, or has otherwise harmed, a third
  party or violates any law or regulation; provided, that we (i) promptly give you written notice of
  the claim; (ii) give you sole control of the defense and settlement of the claim (you shall however
  not settle any claim unless it unconditionally releases us from all liability); and (c)
  provide you, at your cost, all reasonable assistance.
DISCLAIMERS & LIMITATIONS OF LIABILITY
1. Disclaimer of Warranties
  1. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,
    TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE
    SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING
    INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE
    SUBSCRIPTION SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR
    CONDITION OF ANY KIND AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
    IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES,
    INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. Limitation of Liability
  1. IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE
    FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT
    LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF
    SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY THIRD PARTY
    SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF
    SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE,
    TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER
    PARTY’S CUMULATIVE LIABILTY HEREUNDER (OTHER THAN FOR CLAIMS FOR INDEMNITY AND PAYMENT OF
    FEES DUE) EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO QILIN LAB IN THE 6 (SIX) MONTH PERIOD
    IMMEDIATELY PRECEDING ANY SUCH CLAIM OR USD 5000 ( US DOLLARS FIVE THOUSDAND ONLY),
    WHICHEVER IS LESSER.

GENERAL PROVISIONS

FORCE MAJEURE. Neither Party shall be responsible for failure or delay in performance if caused by
Force Majeure, except in respect of payment obligations hereunder. Each Party will use reasonable
efforts to mitigate the effect of a Force Majeure event.
COMPELLED DISCLOSURE. We reserve the right at all times to disclose any information, including
Customer Data and Confidential Information, when compelled to so by any applicable law, regulation,
legal process or governmental request; however, we shall, if permissible, provide you notice of the
same.
SEVERABILITY. If any provision of these Terms of Service is held by a court of competent
jurisdiction to be contrary to law, or for any reason invalid, void or unenforceable, the remainder
of the provisions shall, to the extent practicable, remain in full force and effect and Parties will
negotiate in good faith to amend such invalid, void or unenforceable provision to give effect to the
intended purpose of such provision in accordance with applicable laws.
RELATIONSHIP BETWEEN THE PARTIES. No joint venture, partnership, employment, or agency relationship
is created between you and QILIN LAB as a result of these Terms of Service or use of the Services.
ASSIGNMENT. You may assign your rights hereunder in the event of a merger or acquisition of all or
substantially all of your assets; in all other cases, our prior written approval shall be required
for assignment and the same shall not be unreasonably withheld. We may assign these Terms of Service
to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our
assets, change of control or operation of law; in all other cases, your prior written approval shall
be required for assignment and the same shall not be unreasonably withheld.
NO WAIVER. The failure of either Party to enforce any right or provision in these Terms of Service
shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such
Party in writing.

NOTICE. Any notice or other communication required or permitted under these Terms of Service shall
be given in writing to the other Party at the address set out below via hand delivery or by
registered post acknowledgment due. Notices shall be effective upon receipt. However, notices
pertaining to the use of the Services, including overuse and payments, may be sent by email only to
the address set out below.If to the Customer: Customer Name, Address and Email ID
as per Order Form If to QILIN LAB:

For Customers in India / Abroad
Name: Qilin Software Lab Private
Limited
Address: No. #69/3, 4th Floor, Sector 1, HSR Layout, Bangalore – 560102.
Email:
legal@qilinlab.com
Attn: Legal Department – QILIN LAB.

GOVERNING LAW AND DISPUTE RESOLUTION
1. For Customers in India: These Terms of Service shall be governed by and
  construed in accordance with the laws of India. Parties shall try to resolve any dispute
  arising out of or in relation to these Terms of Service by mutual discussions, failing which
  the same shall be submitted to arbitration under the provisions of the Arbitration and
  Conciliation Act, 1996 and the rules framed by the Arbitration and Conciliation Centre –
  Bengaluru set up by the High Court of Karnataka. The place of arbitration shall be Bangalore
  and the language of arbitration, English. Subject to the foregoing, the courts at Bangalore,
  India shall have exclusive jurisdiction.
2. For Customers in any jurisdiction other than India: These Terms of Service
  shall be governed by and construed in accordance with the laws of the State of New Jersey,
  United States of America, without reference to its conflict of law principles. The
  provisions of the U.N. Convention on Contracts for the International Sale of Goods and the
  Uniform Computer Information Transactions Act shall not apply to these Terms of Service.
  Parties shall try to resolve any dispute arising out of or in relation to these Terms
  of Service by mutual discussions. Failing settlement, Parties consent to the exclusive
  jurisdiction of the competent state and federal courts at New Jersey, United States of
  America.
ENTIRE AGREEMENT. These Terms of Service, including its Order Forms, the Privacy Policy, the
Acceptable Use Policy and any additional Order Forms, modifications or addenda that may be agreed to
from time to time constitutes the entire agreement between the Parties and supersedes all prior and
contemporaneous agreements, proposals or representations, written or oral, concerning its subject
matter. Any additional or different terms set out in a purchase order or any future correspondence
shall not be binding on us. Any modification to these Terms of Service shall be notified to you
within the QILIN LAB Application used to access your Subscription Services and by posting a revised
copy on our website. Any modification to an Order Form shall be as mutually agreed to by the
Parties.
ORDER OF PRECEDENCE. In the event of any conflict between these Terms of Service and the terms of an
Order Form, the Order Form shall prevail solely with respect to the subject matter thereof.
CONTACT INFORMATION. You can contact us at legal@qilinlab.com.

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Terms Of Service

Terms Of Service

DEFINITIONS

SCOPE OF SERVICES

USE OF SUBSCRIPTION SERVICES

FEES AND PAYMENT TERMS

OWNERSHIP AND PROPRIETARY RIGHTS

TERM, RENEWAL, SUSPENSION AND TERMINATION

INDEMNITY

DISCLAIMERS & LIMITATIONS OF LIABILITY

GENERAL PROVISIONS