TERMS AND CONDITIONS - MANAGED CLOUD SERVICES

These General Terms and Conditions (“T&C”) shall apply to Service Order Form (“SOF”) for the purchase by Customer of Service Provider Cloud Products and Services.

These T&C constitute together with relevant signed SOF and the Documentation referred to in specific links into these T&C, the entire Agreement between the Parties and supersede all prior agreements, representations, and warranties.

By signing the SOF you agree to be bound by the following general terms and conditions whenever applicable to your purchased products and services, by the respective specific terms and conditions  referred to into relevant SOF, and wherever applicable by  third parties T&C (which are entered into directly between Customer and third party(ies) for products and services provided by third parties and  used in connection with the cloud services (“End user Agreement”). Under these terms and conditions, you may access and use our cloud services.

Service Provider and Customer are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

Parties agree as follows:

The above recital and any documentation provided through any link under these T&C shall be considered as an integral part of these T&C.

1. CUSTOMER’S USE OF THE SERVICES is governed by the following in the following order of precedence: ‌
   1. Signed Service Order(s) Form (SOF)
   2. General Terms and Conditions
   3. Acceptable Use Policy (AUP)

2. BASIS OF AGREEMENT
   • The SOF constitutes a demand by the Customer to purchase Products and Services in accordance with these Terms and Conditions. The SOF shall only be deemed to be accepted when the Service Provider issues written acceptance of the SOF at which point, and on which date the Agreement shall come into existence (Commencement Date).

The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Service Provider which is not set out in the Agreement. Any samples, drawings, descriptive matter or advertising issued by the Service Provider, and any descriptions or illustrations contained in the Service Provider's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.

• These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SERVICES PROVIDED
   • Service Provider has a variety of Cloud Services. The Services include, but are not limited to, hyperscaler cloud services, cloud managed services, and cloud professional services as described on the following link: Services (“the Services”).
   • Service Provider reserves the right to modify the Services at any time upon notice to Customer; provided, however, that any such modification shall not materially reduce the functionality of the Services.
   • SOF includes one or several services required by Customer amongst the one described on above mentioned link.  SOF is governed by these T&C.
   • Service Order Form includes all the specifications and provisions of the Cloud Services with effect from an agreed date (Cloud Services Commencement Date). In the event of any discrepancy or difference between the provisions of these T&C and the SOF, the SOF Conditions shall prevail.
   • If any element of Service (which may include software, hardware, networking, storage, support, or any component thereof) is designated as "End of Support", “End of Life”, “End of Sale”, Service Provider has no obligation to continue providing the Service and/or any manner of support for such Service. If Service Provider permits a Service to remain available and/or continues to support it following such a designation, then is provided without assistance, updates, problem resolution, component supply, backup, or support of any kind. If support is provided, it will be on an “AS-IS” basis, without Service Provider representation, warranty, or guarantee, and without Service Provider liability for any loss or damage, or loss of data, arising from or in relation to the Service,

4. SERVICE PROVIDER'S OBLIGATIONS
   • The Service Provider warrants that the Service will be performed with all reasonable skill and care and that it will be provided substantially in accordance with the Service Level Agreement (SLA) located on SLA when applicable and with determined Specification into the SOF. Notwithstanding the foregoing, the Service Provider does not warrant that the Customer's use of the Service will be uninterrupted, secure or error free.
   • The warranty in clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to the Service Provider's instructions.
   • Service Provider, in its own discretion, upon reasonable advance notice and request by the Customer, will submit its data processing facilities, data files and documentation needed for processing for reviewing, auditing and/or certifying by the Customer (or any independent or impartial inspection agents or auditors, selected by the Customer and not reasonably objected to by the Service Provider) to ascertain compliance with this Agreement during regular business hours. Any such request will be subject to any necessary consent or approval from a regulatory or supervisory authority, for which the data importer will attempt to obtain such approval or consent in a time bound manner. Any costs related to an audit requested by Customer or by anyone pertaining to Customer's services under this Agreement shall be borne by Customer.

• INSURANCE
  • Service Provider has adequate insurance for the services provided under this Agreement:
    • Professional indemnity insurance for any negligent act, error or omission with adequate coverage during the term of the policy.
    • Cyber Liability and Privacy Insurance - including for any privacy breach notification costs, system damage, system business interruption, threats or extortion.
    • Public Liability Insurance with cover for any one occurrence and in the Aggregate.
    • Workmen’s Compensation / Employer’s Liability Insurance to cover risks which Service Provider is required to provide in accordance with applicable law.
    • All Risk Insurance coverage for construction value of the units occupied, on furniture, fixtures, fittings and office equipment, on electronic equipment, on loss of rent and on increased cost of working.
• As the fees for the Services properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary.

5. CUSTOMER'S OBLIGATIONS

The Customer shall:

1. Pay the fees when due as per invoice payment terms;
2. Comply with any Service Provider policies that may be in place from time to time;
3. Abide by the Acceptable Use Policy (AUP) located on: Acceptable Use Policy (AUP)
4. Provide the Service Provider with all information as may be required by the Service Provider in order to provide the Service, including Customer Data, security access information and interfaces to the Customer's other business applications, together with such personnel assistance as may be requested by the Service Provide
5. Comply with all applicable laws and regulatory requirements with respect to its activities under the Agreement;
6. Customer agrees to use the Services in accordance with the Service Provider's AUP and any other applicable documentation. This includes refraining from any actions that could disrupt, damage, or compromise the Services or the underlying cloud infrastructure;
7. Maintain adequate policies of insurance which provide cover for the Service Provider’s Equipment when located at the Customer’s or at Service Provider premises against the normal risks which the Customer could reasonably be expected to insure against in respect of its own equipment;
8. Take all reasonable precautions against unauthorized access to and loss of data and ensure that its data is backed up;
9. Shall use all reasonable endeavors to procure that it and any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Agreement; and
10. Where applicable and appropriate, comply (and shall procure that any Customer’s end user shall comply) at all times with the terms of any Customer software licenses (EULA or EUSLA) as notified by the Service Provider to the Customer from time to time. The links to access these specific agreements are determined into the SOF.
11. FEES AND PAYMENTS
    • The Fees for the provision of the Services will be as set out or referred to in the SOF, provided that if no Fees are set out there, then the Fees for the Services shall be the Service Provider's list prices as in force at the time of the Agreement.

Customer shall issue one or several written purchase order(s) of the Services required from Service Provider (also known as the “Purchase Order”, “Order” or “PO”) based on the SOF.

PO shall be forwarded to Service Provider by any means. Customer purchase order may be online, through Service Provider account, whenever required for specific services as determined in the SOF.

Any modification to the content of the SOF or to the PO or the online Purchase order request shall be made electronically, and no modification shall be made unless accepted by Service Provider.

• Save where other payment terms are set out in the SOF all fees will be payable by direct debit. The Customer shall provide the Service Provider with valid up-to-date and complete payment information and direct debit authority. For services that are exclusively provided by the service provider, the customer will receive monthly invoices from the service provider in advance; for services that are provided by third parties, the customer will receive monthly invoices based on consumption or the same will be adjusted in future invoices as determined in below clauses 6.4 and 6.5.

Service Provider shall be entitled to take this amount via direct debit within fifteen (15) days from invoice date.

Unless otherwise set out in the SOF or agreed in writing, the Customer shall reimburse the Service Provider for all actual, reasonable travel expenses including, airfares, hotels and meals incurred by the Service Provider in performance of the Services.

• If Customer fails to settle the payment of any invoice on due time Service provider may charge interest on any overdue amounts at the rate of 1.5% per month (or the rate permitted by law, if less), commencing on the due date and continuing until fully paid.
• The Fees for the Service are payable with effect from the Acceptance Date whenever applicable as below:

Advance billing:  Service Provider will charge the Customer both monthly recurring charges and non-recurring charges in advance on the date of raising of the SOF for the ensuing service period notwithstanding any delay from the Customer’s side.

• The total invoice for services is subject to increase or decrease based on the actual consumption of Customer.
• Should the Customer increase or decrease the actual consumption of service provider services (including but not limited to usage of vCPU, vRAM, Storage, Bandwidth, licenses or managed services), and/or any third party (including hyperscalers) services stated in the SOF for (60 days) then adjustment in billing will be made either in terms of revised invoice or credit note against advance payment for service provider or third party services. This invoicing adjustment provision applies solely to temporary fluctuations in resource consumption and early exit fee as defined under this Agreement.
• The actual consumption of third party (including hyperscalers) services by Customer, the usage rights, fees, modifications and notices to Customer are governed by the third-party agreement terms and conditions (“End user Agreement”).

Customer acknowledges to stay up to date on third party services unit pricing changes and fees model amendments according to the End User Agreement.

• Services Fees provided by Service Provider may be modified upon thirty (30) days’ prior written notice to Customer. If Customer does not agree to such fee increase, within the notice period either Party may terminate this Agreement upon written notice to the other.
• Customer acknowledges and agrees that Service Provider may adjust the payment frequency or payment method if Service Provider reasonably believes that there would be fraudulent or potential breach of his payment obligations.
• All fees payable under this Agreement are exclusive of any taxes, duties, or other governmental charges, whether federal, state, or local, and whether imposed now or hereafter by any applicable law, regulation, or directive (collectively, “Taxes”). Customer shall be responsible for payment of all such Taxes.
• All payments to service provider shall be made without deduction or withholding of any Taxes unless such deduction or withholding is required by Applicable Laws. If the customer is required by Applicable Laws to deduct or withhold Taxes on payments, the fees shall be increased (grossed up) so that the customer pays to Service Provider the same amount that would have been paid had such deduction or withholding not been required
• All, fees, invoices, and other references to payment made in relation to this Agreement shall be in United States Dollars (USD) solely, or as determined in the SOF.

7. TERM AND TERMINATION
   • These T&C shall commence on the SOF Commencement Date and shall continue for an initial term of thirty six (36) months (the “Initial Term”) or as agreed into the SOF, unless earlier terminated as provided herein.

Upon expiry of Initial Term, this Agreement shall automatically renew for successive renewal terms of twelve (12) months (each, a “Renewal Term”), unless either party provides written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current term.

Apart from the ninety (90) days' advance notice period, any termination of the agreement by the customer (including reduction of either full or partial services) within the Initial Term shall be subject to an exit fee determined to be three months recurring service fees.

• Service Provider may suspend any Customer’s right to access or use any portion or all the services (when applicable) immediately upon notice to Customer if Service Provider determines:

1. Customer’s use of services (i) poses a security risk to services or any third party, (ii) could adversely impact Service Provider or initial provider systems, the services or the systems or network or reputation, or content of any other Service Provider’s customer (iii) could subject Service Provider, its affiliates, or any third party to liability (i.e for third party’s IPR infringement ), or (iv) could be fraudulent (v) could not comply with any legal or regulatory requirement.
2. Customer is in breach of this Agreement.
3. Customer is in breach of Customer payment obligations stated into SOF; or
4. Customer have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

• Effect of Suspension. If Service Provider suspend Customer right to access or use any portion or all of the services:

1. Customer remain responsible for all fees and charges Customer incurs during the period of suspension; and
2. Customer will not be entitled to any service credits (when applicable) for any period of suspension.

• Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.
• Service Provider shall not provide any support or services to Customers after the termination date, unless Service Provider have a separate agreement with Customer.
• Wherever applicable, Customer shall close his account as per the account closing mechanism of each End user agreement. Transition from Service Provider account to another account is to be applied as per the terms of the End user agreement.

8. CONFIDENTIALITY
   • “Confidential Information” means any information or data, regardless of whether it is in written or other tangible form, disclosed by one party to the other party, either directly or indirectly, in connection with this Agreement, that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that (i) is already known to the receiving party without restriction on use or disclosure prior to receipt from the disclosing party; (ii) becomes publicly available without breach of this Agreement; (iii) is rightfully received by the receiving party from a third party without restriction on use or disclosure; or (iv) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.

• Obligations of Confidentiality. Each party shall keep the other party’s Confidential Information confidential during the term of this Agreement and for a period of five years and shall not use or disclose such Confidential Information except as expressly permitted by this Agreement or with the disclosing party’s prior written consent. Each party shall use at least the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Each party shall limit access to the other party’s Confidential Information to those employees or contractors who have a need to know and who are bound by written obligations of confidentiality and non-use no less restrictive than those contained herein.
• Permitted Disclosures. Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information to the extent required by law or legal process, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless prohibited by law) and reasonable assistance, at the disclosing party’s cost, to contest and limit such disclosure.
• Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, each party shall return or destroy, at the disclosing party’s option, all of the other party’s Confidential Information in its possession, custody, or control and shall certify in writing to the disclosing party that all such Confidential Information has been returned or destroyed, except for one copy of such Confidential Information as may be required to be retained by applicable law, regulation, or professional standard, in which case such Confidential Information shall remain subject to the obligations of confidentiality and non-use set forth herein.

9. OWNERSHIP OF INTELLECTUAL PROPERTY
   • Service Provider Ownership. Service Provider retains all right, title, and interest in and to its intellectual property rights, including, without limitation, all software, technology, methodologies, know-how, and documentation used or developed by Service Provider in connection with the provision of the Services.

• Customer Ownership. Customer retains all right, title, and interest in and to its intellectual property rights, including, without limitation, all data, content, and materials provided by Customer in connection with the Services.
• The Customer warrants that license terms of each application within the Customer Software permit the Service Provider to use the Customer Software to provide the Service and that the use of the Service Provider of the Customer Software, the Customer Data and any other materials or assets provided by the Customer to the Service Provider under the Agreement will not infringe third party Intellectual Property rights.
• The Customer grants the Service Provider a royalty-free license or sub-license (as appropriate) to use the Customer Software and any for the purpose of providing the Managed Service to the Customer for the Term whenever required.
• Limited License to Customer. Service Provider hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use the software subject of relevant SOF solely to the extent necessary to receive the Services subject of SOF.

10. LIMITATION OF LIABILITY
    • Disclaimer of Consequential Damages. In no event shall either party be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this agreement, including, without limitation, lost profits, lost data, loss of goodwill, or business interruption, regardless of whether such damages are foreseeable, and regardless of the legal or equitable theory under which such damages are sought.

• Cap on Liability. In no event shall Service Provider be liable to Customer for any amount in excess of the total amounts paid or payable by Customer to Service Provider under this agreement during the one (1) month immediately preceding the date of the event giving rise to liability. Service Provider shall not be liable for any loss arising from (a) external factors or circumstances outside of Service Provider’s control, including zero-day attacks, unknown vulnerabilities, denial of service attacks, unknown virus attacks, hacking attempts and spikes in network traffic or application utilization and (b) deficiencies, bugs, errors in customer’s applications, application codes, data structures, system software, operating systems, or in any vendor supplied patches.
• Exception. The limitations of liability set forth in this Section shall not apply to, (i) a breach of Section 9 (Ownership of Intellectual Property), (iii) Service Provider fraudulent act or fraudulent misrepresentation, or (ii) Service provider indemnification obligations under Section 12 and (iii) any other loss or damages for which such limitation is expressly prohibited by applicable law.
• Parties shall not be liable for any delay or failure to perform any of its obligations under the Agreement unless performance of such obligation is prevented by a Force Majeure event.

11. DISCLAIMER OF THIRD-PARTY SERVICES OFFERINGS AND CONTENT

The services will be provided “as is” except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, Service Provider (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the services offerings of the third-party content, and (b) disclaim all warranties including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, or quiet enjoyment, (ii) arising out any course of dealing or usage of trade, (iii) that the services offerings or third-party content will be, uninterrupted, error free or free of harmful components, and (iv) that any content will be secure or not otherwise lost or altered. Where the Service Provider is required to purchase and/or install third party products, services or software, then the terms governing them will be as per warranties and/or SLAs of the third party. The terms of the "End user Agreement” shall only govern the use of the third-party Products and/or Services. Customer acknowledges and releases the Service Provider from any liability whatsoever arising out of, or in connection with, Customer’s usage of the third-party Products and/or Services; the provision, management or operation of the Products and/or Services by the third party; exercise of rights in the Agreement by the third party; or Customer’s breach of the End user Agreement.

Service Provider’s notification of or response to any incident (including security related incident) will not be construed as an acknowledgement by Service Provider of any fault or liability with respect to such incident.

Any services that the Service Provider is not contractually obligated to provide but which the Service Provider performs for the Customer at its request and without any additional charge are provided on an AS IS basis.

Service Provider has no obligation to provide security other than as expressly stated in the SOF.

Some of the Services are designed to help Customer comply with various regulatory requirements that may be applicable to the Customer. However, Customer is responsible for understanding the legal and regulatory requirements applicable to it and Customer’s use of the Services, and for selecting and using those Services in a manner that complies with Customer’s obligations under the Agreement and the applicable legal and regulatory requirements.

12. INDEMNIFICATION
    • Customer shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, and agents from and against any and all claims, demands, suits, or proceedings brought against Service Provider in following circumstances:
13. a third party alleging that the Customer Data or Customer’s use of the Services infringes any patent, copyright, trade secret, or other intellectual property right of such third party, and shall pay any settlement entered into or damages finally awarded to such third party arising out of such claim or proceeding.
14. failure to meet Customer’s privacy or data protection obligations or Customer’s security related obligations under applicable law or under Clause 5 of these T&C.
15. breach of export control obligations or sanctions law, of AUP or third-party agreements’ terms and conditions mentioned in SOF.

• Notice and Control. The indemnifying party’s obligations under this Section are conditioned on the indemnified party (i) promptly notifying the indemnifying party in writing of any claim, demand, suit, or proceeding for which indemnity is sought; (ii) granting the indemnifying party sole control of the defense and settlement of any such claim, demand, suit, or proceeding, provided that the indemnifying party shall not enter into any settlement that would require any admission of liability or impose any obligations on the indemnified party without the indemnified party’s prior written consent; and (iii) providing the indemnifying party with all available information, assistance, and authority to perform the indemnifying party’s obligations under this Section.

13. DATA PROTECTION AND PRIVACY

Service Provider and Customer shall comply with applicable laws and regulations related to the services subject of this Agreement. Customer acknowledges the compliance of the Service Provider with its regulated terms and conditions of the Privacy Policy located at https://www.zaintech.com/privacy-policy.

Whenever applicable, in the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Service Provider to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by the Service Provider provided that Customer has required BaaS under the SOF. The Service Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties subcontracted by the Service Provider to perform services related to Customer Data maintenance and back-up).

14. MISCELLANEOUS

These terms and conditions, shall govern all the contractual relationship between Service Provider and the Customer in Territory.

The Agreement represents the entire understanding between the Parties, in relation to its subject matter and supersedes all previous agreements or similar, and representations made by either Party, whether oral or written. Purchase orders and any online order request are to be governed by the Agreement.

No variation of the Agreement shall be valid unless it is in writing and signed by Service Provider and Customer.

No Agreement documents, purchase order term(s) may cancel or supersede any term(s) of the Agreement unless approved in writing by Service Provider.

No variation of any Purchase Order(s) shall be valid unless it is in writing and signed by or on behalf of Customer and Service Provider.

Definitions of the Agreement are located on  Definitions.

15. ASSIGNMENT & SUBCONTRACTING

Neither party may assign or transfer the Agreement, in whole or in part, without the prior written consent of the other party. Service Provider may assign the Agreement, including any Purchase Order or other relevant agreements or services, or any right herein, to one of its affiliates or subsidiaries without the need for the prior approval of the Customer. Service Provider may use third-party service providers or its affiliated entities to perform all or any part of the Services.

16. NON-SOLICITATION

During the term of the Agreement and for a period of two (2) years after the termination Customer agrees not to directly or indirectly, solicit/employ or attempt to solicit/employ any employee of the Service Provider. The employee includes both current or former employee of the Service Provider. Customer understands and acknowledges that non-adherence to this clause will cause significant and irreparable harm/damage to Service Provider.

17. NO THIRD-PARTY BENEFICIARIES

The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to the Agreement.

18. No claim may be brought as a class or collective action, nor may Customer assert such a claim as a member of a class or collective action that is brought by another claimant.
19. Each party agrees that it will not bring a claim under the Agreement more than one (1) year after the time of any incident giving rise to such claims.
20. GOVERNING LAW AND DISPUTE RESOLUTION
    • The Agreement shall be governed by and construed in accordance with the laws of the country in which Service Provider is incorporated, without giving effect to any choice of law or conflict of law provision or rule (whether of the country in which Customer is located or any other jurisdiction). Governing law is determined into the table of following link: Governing Laws & Jurisdiction.

• The Parties shall exclusively and finally resolve any controversy or Claim arising out of or related to the Agreement (“Dispute”) using direct negotiations and either litigation or arbitration as set out in this Article If a Dispute arises, a Party shall notify the other Party in writing of the nature and associated value of the Dispute. The Dispute shall be settled by good faith business discussions between the Parties. If the Dispute cannot be settled by direct negotiations within thirty (30) days from the date the notice was sent, the dispute shall be finally and solely determined and settled by arbitration or competent Court as determined into the table of above-mentioned link.

21. NOTICES

Any notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when sent by confirmed facsimile, (iii) when sent by commercial courier or express delivery service with written proof of delivery, or (iv) three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested, to the respective addresses set forth into SOF or to such other address as may be designated in writing by the party to receive such notice.

22. AMENDMENT AND WAIVER

This Agreement may be amended or supplemented only by a writing executed by both parties. No waiver by either party of any breach by the other party of any provision of this Agreement shall be deemed a waiver of any subsequent or other breach of such provision or of any other provision of this Agreement.

23. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall not be affected thereby.

24. NON- EXCLUSIVITY

This Agreement is not exclusive to Customer neither to Service Provider. Both parties retain the right to contract other parties for any service covered by this Agreement, under terms and conditions that might differ from the terms and conditions of the present Agreement, and both parties have acknowledged this right without objection or reservation.

25. INDEPENDENT PARTIES

This Agreement shall not be construed as creating a joint-venture, partnership, or the like between the Parties. Neither Party shall act or be deemed to act on behalf of the other Party or have the right to bind the other Party. Each Party shall remain an independent entity, and act as an independent party.

26. PUBLICITY

Neither Party will advertise or publish any information related to the Agreement or any subject Section without the prior approval of the other Party. For the purpose of clarification, the Customer must not advertise or publish any information related to the Agreement or any subject Section unless agreed by Service Provider.