Master SaaS & User Agreement for Haulog

“Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.

“Contractor” means an independent contractor, service providers, carriers or consultant who is not a competitor of ours. **“Customer”** means the legal entity or businesss other than Haulog identified in the applicable Order Form or Statement of Work.

“Customer Data” means any data of any type that is submitted to the Services Or Product by or on behalf of Customer, including without limitation Personal Information, and data submitted, uploaded, or imported to the Services by Customer (including from Third Party Platforms).

“Documentation” means the technical user documentation provided with the Services.

“Feedback” means comments, questions, suggestions, or other feedback relating to any of our products or services.

“Laws” means all applicable local, state, federal, and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

“Permitted User” means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.

“Personal Information” means any information relating to an identified or identifiable natural person including information that specifically identifies an individual (such as a name, address, telephone number, mobile number, e-mail address, or credit card number) and information about that individual or his or her activities that is directly linked to the individual. Personal Information does not include aggregate data, including data we collect about the use of the Services or about a group or category of services or users, from which an individual’s identity cannot be discerned and all Personal Information has been removed.

“Sensitive Personal Information” means Personal Information that meets any of the following: (i) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); or (iii) any other personal data of an Indian citizen deemed to be in a “special category” (as identified in **The Information** Technology Act, 2000 (IT Act) and Indian Contract Act, 1872 or any successor directive or regulation).

“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income.

“Third-Party Platform” means any software, software-as-a-service, data sources, or other products or services not provided by us that are integrated with Services as described in the Documentation.

2.1. Provision of Services.

Each Service is provided on a subscription basis for a set term designated on the Registration Form (each, a “Subscription Term“), or as stated on the applicable SOW.

2.2. Access to Services.

Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. If Customer is given passwords to access the Services on our systems, Customer will require that all Permitted Users keep the user ID and password information strictly confidential and not share such information with any unauthorized person. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User’s access to the Service.

2.3. Contractors and Affiliates.

Customer may permit its Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.

2.4 Licenses

2.4.1 Site. Subject to the terms of this Agreement, Haulog grants the User a non-transferable, non-exclusive license to use the Site for its internal business use during the term of this Agreement.

2.4.2 Mobile App. Subject to the terms of this Agreement, Haulog grants the User a non-transferable, non-exclusive license to install and use the Mobile App, in executable object code format only, solely on the User’s own handheld mobile device and for its internal business use during the term of this Agreement.

2.4.3 Limited Support. Users may contact Haulog’s technical support center for any support-related issues arising from the use of the Haulog Platform Service by following the instructions on the Haulog Service.

2.4.4 App Stores. The User acknowledges and agrees that the availability of the Mobile App is dependent on the third party from which it received the Mobile App (“App Store”). The User acknowledges that this Agreement is between it and Haulog and not with the App Store. Each App Store may have its own terms and conditions to which the User must agree before downloading the Mobile App. The User agrees to comply with, and its license to use the Mobile App is conditioned upon its compliance with, all applicable terms and conditions set by the applicable App Store.

2.4.5 General Restrictions.

Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

3.1 Ownership. Excluding its User Content, as defined in Section 5 below, the User acknowledges that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Haulog Service are owned by Haulog or Haulog’s licensors. The provision of the Haulog Service does not transfer to the User or any third party any rights, title, or interest in or to such intellectual property rights. Haulog and its suppliers reserve all rights not granted in this Agreement.

3.2. Our Technology. This Agreement is for access to and use of the Services. The customer acknowledges that they are obtaining only a limited right to the Services and that, irrespective of any use of the words "purchase," "sale," or like terms in this Agreement, no ownership rights are being conveyed to the customer under this Agreement. The customer agrees that we or our suppliers retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables, and any and all related and underlying technology and documentation and any derivative works, modifications, or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Our Technology"). Except as expressly set forth in this Agreement, no rights in any of Our Technology are granted to the customer. Further, the customer acknowledges that the Services are offered as an online, hosted solution, and that the customer has no right to obtain a copy of any of the Services.

3.3 Modification. Haulog reserves the right to modify, suspend, or discontinue the Haulog Service or any part thereof at any time, with or without notice. The User agrees that Haulog will not be liable to the User or any third party for any modification, suspension, or discontinuance of the Haulog Service or any part thereof.

3.4 Feedback. The customer may submit Feedback to us from time to time. We may freely use or exploit Feedback in connection with any of our products or services. If the User provides Haulog with any feedback, suggestions, bug reports, system errors, or other information or ideas regarding the Haulog Service (“Feedback”), the User hereby assigns to Haulog all rights in the Feedback and agrees that Haulog shall have the right to act upon and use such Feedback and related information in any manner it deems appropriate. Haulog will treat any Feedback the User provides to Haulog as non-confidential and non-proprietary. The User agrees that it will not submit any information or ideas to Haulog that it considers confidential or proprietary.

4.1 General.

Haulog, as a technology platform, brings together shippers and carriers for the transportation of shipments to, from, and between points within India, enabling shippers to post details of desired and requested shipping and transportation needs, carriers to accept such requests, and both parties to book and manage the resulting shipments. Haulog is not a shipper or carrier. "User" means any user of the Haulog Service, which may be a carrier or a shipper, but may not be a freight forwarder (unless, as a broker or freight-forwarder, the user-broker/freight forwarder represents a shipper when initiating a shipment request pursuant to the Haulog Service, in which case the broker or freight forwarder will be deemed a "Shipper" for purposes of this Agreement). To the extent that you are a carrier, the provisions in this Agreement designated for "Carriers" apply to you. To the extent that you are a shipper, the provisions in this Agreement designated for "Shippers" apply to you. To the extent that you are a user, the provisions in this Agreement designated for "Users" apply to you.

All shipments originating, or transported between points, in India (collectively, “Indian Origin Shipments”) are subject to the provisions of, Section – 4.3 – Shipper Terms, Section 4.4 – Carrier Terms, Section 4.7 – Freight Loss or Damage, and any other provisions that specifically indicate that they apply to India Origin Shipments.

4.2. Shipment Posting, Acceptance, and Completion Process

4.2.1. Initiating the Shipment. The Shipper initiates requests for transportation of a Shipment by posting certain details about the Shipment on the Site or Mobile App. The Shipper must post the origin and destination addresses, the requested dates and times of the Shipment, a description of the commodities to be shipped (including weight), and any specific/special transportation instructions for the Carrier (e.g. temperature settings, load security), and selects the type of freight service (trailer, truck, rail booking, air booking) needed. For India Origin Shipments, if the Shipper wishes the Carrier to be liable for the full actual value of the Shipment in the case of loss or damage to the Shipment, rather than value as calculated in accordance with – Freight Loss or Damage, described below, it must also declare the value of the Shipment. Once the Shipper receives a price, it may request transportation at that price, subject to the Carrier (added on Haulog Carrier Network by Shipper) willing to transport that Shipment at that price. It does so by clicking “Finalize.” Haulog notifies the Carrier that its Shipment has been “Finalized,” and the Carrier has to provide further details on the Shipment. At any time after booking, Haulog sends out an electronic request for transport to Carriers registered with Haulog Carrier, furnishing information about the Shipment and the price the Shipper finalized with the Carrier. A Carrier receiving electronic notice of the Shipment from Haulog may, but is not required to, accept it. The Carrier may cancel a Shipment at any time prior to ‘converting order’ but shall incur a penalty as per SLA terms. The Carrier that accepts a booked Shipment is assigned that Shipment, and thereafter, that Carrier and Shipper are legally bound, and the Shipment is no longer available for other Carriers to accept. The Shipper may cancel a Shipment at any time prior to its acceptance but shall incur a penalty. If the Shipper cancels a Shipment after it has been accepted, the Shipper shall be responsible for payment in full of the transportation price. This or other cancellation provisions (and associated penalties) are set forth in the Service Level Agreement (SLA) digitally signed between the Shipper and Carrier. Haulog is not responsible for the accuracy of any Shipment description or terms of its transportation. If no Carrier accepts a booked Shipment, Haulog will notify the Shipper and may suggest changing the dates of the Shipment or may continue searching for Carriers on other marketplaces other than those registered on Haulog Carrier Network willing and able to handle the Shipment.

4.2.2. Completing the Shipment. The Shipper must issue and provide the Carrier with a numbered E-way bill and Vehicle Receipt ("Lorry Receipt") for each Shipment. This can be done by completing the electronic Vehicle Receipt form and E-way bill form provided by functions on Haulog's software products or by uploading its own form of e-way bill. The Vehicle Receipt must contain, at a minimum, the names and addresses of the Carrier and Shipper, the origin and destination addresses, the requested pickup and delivery dates and times, a description of the commodities to be shipped (including weight), and any other relevant terms and conditions. For all Indian Origin Shipments, the e-way bill and Vehicle Receipt must also include a box where the Shipper can declare a value for the Shipment. However, the Shipper must only declare a value in this box if such value was already declared at the time of booking. If a vehicle receipt number (LR Number) was not issued or was improperly issued, a Vehicle Receipt shall be deemed to have been issued in the form required by the applicable law in the jurisdiction of origin of the Shipment. Haulog does not issue Vehicle Receipts or E-way bills. Haulog is not responsible for the accuracy or legal enforceability of the E-way bill and Vehicle Receipt form used or of the information inserted therein and expressly disclaims any such responsibility or liability for the E-way bill and Vehicle Receipt the parties execute, whether generated on Haulog systems or otherwise. The Carrier must direct any questions or concerns regarding the E-way bill and Vehicle Receipt to the Shipper. Once the Carrier completes delivery of the Shipment, the Carrier shall promptly upload to the Haulog Carrier a proof of delivery signed by the authorized recipient ("Proof of Delivery"), including by signing the Vehicle Receipt on the Driver's Mobile App or verifying it through OTP Verification (as soon as this feature becomes available).

4.2.3. Fleet Management, Internal Shipment Manager, Analytics, and Other Features.

(1) Haulog may provide certain ancillary features to Shippers and Carriers ("Ancillary Features"). These Ancillary Features may include Vehicle & Drivers management, asset tracking, internal shipment manager, analytics, among others. You agree to use the Ancillary Features at your own risk, and Haulog makes no representations or warranties regarding the accuracy or completeness of any content or these products. Haulog will have no liability for any damage or loss resulting from your use of the content or these products.

4.3. Shipper Terms

4.3.1 Representations and Warranties. If you are a Shipper, you hereby represent and warrant that, and acknowledge that Haulog and the Carrier are relying upon such representations and warranties in entering into this Agreement:

(1) You own or have all the right and authority necessary to ship or arrange for the shipment of the commodities comprising the Shipment.

(2) You have full power and authority to enter into, execute, and deliver this Agreement and to perform your obligations under this Agreement, and this Agreement is a legal, valid, and binding obligation.

(3) The execution and delivery of this Agreement by you and the performance of your obligations hereunder have been duly authorized by all requisite action on your part.

(4) No order has been made or petition filed in any bankruptcy or insolvency proceeding concerning you, and you have not made or proposed any arrangement for the benefit of your creditors.

4.3.2 Covenants. If you are a Shipper, you shall:

(1) not use the Haulog Service to ship or tender Carriers' commodities or Shipments that originate or are destined outside of India;

(3) use the Haulog Service to ship items at your own risk and agree that Haulog will have no liability for any shipped items;

(4) assume sole responsibility for obtaining any insurance to cover any anticipated losses or damage to your Shipments;

(5) request pick-up and delivery dates and hours that will not knowingly require Carrier to violate hours-of-service requirements under applicable law or Indian provincial, territorial, or national permits, as applicable;

(6) be solely responsible for any and all loss, damage, claims, and expenses, including but not limited to property damage, personal injury, death, and reasonable legal fees, resulting from or alleged to have resulted from the commodities that you ship through the Haulog Service, including but not limited to your failure to properly load and secure the commodities, and inherent vice in the commodities; and

(7) pay Haulog the Subscription Fees as defined in and in accordance with the provisions of Section 8 of this Agreement.

Additionally, you understand and agree that Haulog is not responsible for carriers that are accepted to transport your shipments. You also consent to Haulog tracking your shipment with carrier-installed or -provided mobile GPS technology in order to offer a better solution for shipment logistics, including tracing and scheduling shipments while in transit. You consent to carriers and others having live access to a shipment's geolocation through such technology without your additional consent, but you acknowledge that location can be misinterpreted or misclassified due to a number of factors. Haulog is not responsible for any loss, damage, or expense arising from or related to this tracking service.

4.3.3. Non-solicitation. Shippers will not contact any Haulog Marketplace Carrier directly or indirectly, except through the Haulog Service, to solicit, accept, or book shipments with the Carrier for a period of twelve (12) months from the last date of contact through the Haulog Service between the Carrier and Shipper. Haulog reserves the right to terminate the Shipper's Account or this Agreement in its sole discretion for a breach of this Agreement. The foregoing actions shall be in addition to any other remedies available to Haulog at law, including but not limited to recovery of damages or an injunction order.

4.4 Carrier Terms

4.4.1 Representations and Warranties. If you are a Carrier, you hereby represent and warrant that, and acknowledge that Haulog and the Shipper are relying upon such representations and warranties in entering into this Agreement:

(1) you have completed the Haulog Carrier registration process and have provided Haulog: (i) your assigned "PAN Number" & "GSTIN" number; and (ii) a completed GST Treatment form;

(2) you are duly authorized to provide Transportation Services as a motor carrier of commodities and desire to provide such services for Shipments;

(3) you have all applicable licenses, certificates, permits, approvals, and authority necessary to provide the Transportation Services subject to this Agreement, including the terms for Intermodal Interchange & Facilities.

(4) you have a drug and alcohol testing program meeting applicable foreign, state, and local requirements.

4.4.2. Covenants. If you are a Carrier, you shall:

(1) Prior to moving your first Shipment through Haulog, provide Haulog with certificate(s) of insurance evidencing coverage for cargo liability and business automobile liability from insurance companies.

(2) Comply with all applicable national and state laws and regulations related to providing such transportation services.

(3) Immediately notify Haulog if your Regional Transport Office (RTO) issued safety or fitness rating changes to conditional, unsatisfactory, or unfit.

(4) Furnish all equipment/assets required for the performance of the Transportation Services with respect to every Shipment, including temperature-controlled vehicles when needed, and maintain all such equipment in good repair and condition.

(5) Be solely responsible for all personnel you engage or retain to provide services under this Agreement, including paying or providing such personnel’s wages, insurance, training, and other benefits.

(6) If you permit any shipment to be transported by a third-party motor carrier, including in interline service or by brokering or trip-leasing, or by any other substitute mode of transportation, you are bound by the terms of this Agreement, and you are responsible for ensuring that any such third-party motor carrier complies with the terms of this Agreement and any applicable laws and regulations.

(7) Proceed to pick up all accepted Shipments in accordance with the Shipper’s scheduled pick-up date and time.

(8) Notify the Shipper and update Haulog Carrier Platform immediately when free time has expired and detention charges are about to be incurred.

(9) Except as provided otherwise in this Agreement, Haulog is not responsible for payment of any fees or charges due to you in connection with your services under this Agreement, and you expressly waive any claim against any third-party consignee under any other substantially similar provincial, territorial, national and state, and/or common law that exists or which may be enacted or exist (collectively, the “Consignee Recovery Laws”).

(10) If you believe you are entitled to extra accessorial charges, you must inform the Shipper and add additional charges on Haulog Carrier within 24 hours of the scheduled delivery time of those charges of which you are aware at that time.

(11) You will not claim, and hereby waive and release any right to claim, any lien on any shipment, and you will not withhold delivery of any shipment on account of any dispute about any fees or charges claimed under this Agreement or in order to secure payment of such fees or charges.

(12) Upon receipt of payment of the price for the transportation services by you, it is your right to seek recovery of the price from any party who may be liable at law, including but not limited to the Consignee Recovery Laws, and you shall cooperate forthwith with any reasonable requests by Shipper to assist in the recovery of such price.

(13) You are solely responsible for any and all liability resulting from, or alleged to have resulted from, the transportation of any shipment arranged/requested through the Haulog Service, including, but not limited to, property damage, cargo loss, damage, or delay, personal injury, and death.

(14) You are solely responsible for and accept liability for loss, damage, injury, or delay to the shipments you transport.

(15) You will defend, indemnify, and hold harmless Haulog, Shipper, Haulog’s customers, the consignor and consignee on each shipment from and against all claims, losses, damages, liabilities, and expenses, including attorneys’ fees, arising out of or relating to: (i) your performance of transportation services under this Agreement; (ii) violation of any applicable law; (iii) breach of any material term or condition of this Agreement; (iv) inaccuracy or misrepresentation of any representation or warranty given by you in this Agreement; and (v) your negligent acts or omissions and those of your employees, agents, and contractors.

4.4.3. Non-solicitation. Carriers will not contact any Haulog Partnered Shipper directly or indirectly, except through the Haulog Service, to solicit, accept, or book shipments with the Shipper for a period of twelve (12) months from the last date of contact through the Haulog Service between the Carrier and the Shipper. Haulog reserves the right to terminate the Carrier’s Account or this Agreement in its sole discretion for a breach of this Section 4.4.3 of this Agreement. The foregoing actions shall be in addition to any other remedies available to Haulog at law, including but not limited to recovery of damages or an injunction order.

4.5 Electronic Receipts

As indicated in Part Haulog Services, shippers and carriers may generate a Vehicle Receipt document and number using Haulog's software in lieu of preparing a paper document of their own. They may also upload their own Bills of Lading. They may elect to collect signatures electronically for pick-up and delivery of loads. Haulog is not responsible for either the accuracy of the Vehicle Receipt form used or the legal enforceability of the document, whether the paper version or the electronic version. Shippers and carriers are cautioned to use this electronic functionality carefully and to read the LORRY RECEIPT TERMS AND CONDITIONS carefully to better understand their rights and liabilities. For all Indian Origin Shipments, where a Vehicle Receipt was not issued or was improperly issued, a Vehicle Receipt shall be deemed to have been issued in the form required by the applicable law in the jurisdiction of origin of the shipment.

Regardless of which form of vehicle receipt the parties use, if there are any inconsistencies between the terms and conditions of that vehicle receipt and those of this Agreement, the terms and conditions of this Agreement shall govern.

4.6 Freight Service Payments

4.6.1. All payments, fees, and prices stated above are inclusive of all fuel costs, charges, and surcharges. Carrier-free standby time at origin (from the time the truck arrives, if within the scheduled pickup time) and at every destination (from the time the truck checks-in at the facility, if within the scheduled delivery time) will be applicable as per the service level agreement between the shipper and carrier. The shipper will incur detention charges in case of an extension in loading and unloading time. The carrier shall bill the shipper directly for such detention charges. The carrier may change pricing for the freight service from time to time at its sole discretion by updating on the site and mobile app without any additional notice to the shipper or Haulog except with respect to booked or accepted shipments or contracted shipments.

4.6.2. The carrier will bill the shipper, and the shipper shall pay the carrier directly, for all extra charges owed to the carrier at the time of completion of the shipment that were not accounted for and included in the shipment fee at the booking time (e.g. cancellation fees, lumper charges, loading/unloading fees, detention charges, layover fees, rerouting charges, etc.). The shipper shall pay, and the carrier shall collect these extra charges from the shipper in the manner provided in Section 4.6 of this agreement, and the carrier shall inform the shipper of the occurrence and amount of such extra charges as soon as they are incurred or as soon as reasonably foreseeable.

4.6.3. Shipment fees are non-refundable. Shippers using the Haulog service agree to pay for any shipments booked through the Haulog service and not to circumvent payments for scheduled or completed shipments in any way. The shipper agrees to pay the carrier a penalty (plus the agreed price per km applicable) per shipment if the shipper cancels the shipment after the carrier has dispatched its truck to make the pickup. In addition to detention charges, the shipper agrees to pay the carrier a layover fee if the carrier is unable to pick up or deliver at the originally scheduled time because of some fault of the shipper, such as the shipper's failure or inability to accommodate the carrier's truck at its dock at the scheduled pickup or delivery date and time or the shipper's unilateral change in the scheduled pickup or delivery date and/or time, and, as a result, the carrier's truck and driver are forced to layover and pick up or deliver the following workday. Users agree they are responsible for the collection and/or payment of all taxes for which they are liable in any jurisdiction arising from their use of the Haulog service. Haulog is not responsible for collecting, reporting, paying, or remitting to the user any such taxes. "Taxes" includes any applicable duties, sales or use taxes, and other taxes that may be levied in connection with a transaction contemplated by this agreement.

4.6.4. Carrier Remittance. For each shipment, the Shipper will pay the Carrier the price listed when the Carrier accepted the shipment ("Carrier Fee"). The Carrier is entitled to its Carrier Fee only after the completion of the shipment, and the payment order to the Carrier will be put in place up to 15/30/45/60/90 calendar days after the Carrier submits the receipt of the Proof of Delivery in accordance with this Agreement (it may take up to 5 business days for the Carrier to receive the money due to third-party payment processing). If the Shipper raises a query in Haulog ShipperFMS electronically prior to payment to the Carrier of the Carrier Fee, that the Shipper is in a dispute with the Carrier over a delay in delivery or loss, damage, or shortage to the shipment, supported by notation on the Proof of Delivery or delivery receipt uploaded to the Haulog Carrier Service, and the Shipper has the right to hold the Carrier Fee until the dispute is resolved. After the resolution of such a query, the Shipper will pay the Carrier Fee immediately after either it receives electronic instruction from the sixty (60)-day dispute resolution period or the period has expired without receiving such instruction, whichever occurs first.

4.7 FREIGHT LOSS OR DAMAGE

4.7.1. Carrier Freight Loss or Damage. Carrier agrees to assume full liability for the prompt, safe transportation of all shipments under this agreement, including compliance with applicable temperature requirements. Carrier agrees to be responsible for all loss, damage, delay, destruction, theft, or liability of whatever nature arising from the transportation services in accordance with the applicable provisions of the Motor Vehicles Act, 1988. Carrier's liability to shipper and to any involved consignor or consignee shall be the full invoice value of the goods transported, without limitation. Carrier shall not be liable for incidental, special, or consequential damages resulting from or related to loss, damage, or delay of any shipment or its cargo. Signatures on bills of lading or Eway bill or vehicle receipts issued by carrier shall not constitute shipper's written acceptance of carrier's liability limitations or other changes in these terms and conditions, whether appearing in carrier's vehicle receipt or tariffs or on its website. Carrier expressly waives all rights and remedies that conflict with the terms and conditions of this user agreement.

4.7.2. Cargo Loading, Unloading, and Securement. Shipper is solely responsible for loading, unloading, and securing cargo it transports under this agreement, unless shipper expressly requires carrier to do so and indicated accordingly when it booked the shipment, and shipper pays carrier the corresponding costs and fees, if any.

4.7.3. Cargo Claims Filing. In the event of loss, damage, or delay, shipper shall file a claim directly with carrier – and not with Haulog – within nine (9) months of delivery, and carrier shall settle or otherwise dispose of such claim, granting or denying the claim in whole or in part, within sixty (60) days of receipt of the claim. Shipper must commence any lawsuit arising from such claim within eighteen (18) months from disallowance or denial of all or any part of such claim. Carrier shall not dispose of damaged or rejected product without the prior written consent of shipper.

5.1. User Content. “User Content” means all information, data, and other content that a User submits to or uses with the Haulog Service. User Content includes the information provided in a Shipment request or acceptance. Each User is solely responsible for their User Content. The User assumes all risks associated with the use of their User Content, including any reliance by others on its accuracy, completeness, or usefulness, or any disclosure of their own User Content that makes them or any third party personally identifiable. Each User hereby represents and warrants that their User Content does not violate the Acceptable Use Policy. To avoid doubt, User Content may include third-party content that the User submits. The User agrees not to submit third-party content unless they have the consent of the applicable third-party owner of such content. The User may not state or imply that their User Content is in any way provided, sponsored, or endorsed by Haulog. Because each User alone is responsible for their User Content (and not Haulog), the User may be exposed to liability if, for example, their User Content violates the Acceptable Use Policy. Because Haulog does not control User Content, the User acknowledges and agrees that Haulog is not responsible for any User Content, and Haulog makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and assumes no responsibility for any User Content or any reliance upon it.

5.2. User Content License. The User grants, and represents and warrants that they have the right to grant, to Haulog an irrevocable, non-exclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use the User’s User Content solely for the purposes of including their User Content in the Haulog Service and to create Anonymous Data. All rights in and to the User Content not expressly granted to Haulog in this Agreement are reserved by the User.

5.3. Creation of Anonymous Data. Haulog may create anonymous data records (“Anonymous Data”) from User’s User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to any particular User. Haulog may use and disclose Anonymous Data for any purpose, including to improve the Haulog Service.

5.4. Certain Disclosures. Haulog may share User’s User Content: (i) with Haulog’s third-party service providers; (ii) with the acquiring company if another company acquires User’s company, business, or its assets, including through bankruptcy; and (iii) to comply with relevant laws, to respond to served subpoenas or warrants, to protect or defend Haulog or its User’s rights or property, and/or to investigate or assist in preventing any violation or potential violation of the law or this Agreement.

6.1. Rights in Customer Data.

As between the parties, the Customer will retain all rights, title, and interest (including any and all intellectual property rights) in and to the Customer Data as provided to us. Subject to the terms of this Agreement, the Customer hereby grants to us a non-exclusive, worldwide, royalty-free right to (a) use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to the Customer; and (b) share Customer Data, including Personal Information, within our corporate group, including with our subsidiaries, parent organization, and business affiliates in accordance with our Privacy Policy and applicable law.

6.2. Storage of Customer Data.

We do not provide an archiving service on behalf of the Customer. We agree only that we will not intentionally delete any Customer Data from any Service prior to termination of the Customer’s applicable Subscription Term. We expressly disclaim all other obligations with respect to storage.

6.3. Customer Obligations.

1. a) In General. The Customer is solely responsible for the accuracy, content, and legality of all Customer Data. The Customer represents and warrants to us that the Customer has all necessary rights, consents, and permissions to collect, share, and use all Customer Data as contemplated in this Agreement (including granting us the rights in Section 6.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third-party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies, or other agreements governing the Customer Properties or the Customer’s accounts with any Third-Party Platforms. The Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it were submitted by the Customer.
2. b) No Sensitive Personal Information. The customer specifically agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information. The customer acknowledges that we are not a Business Associate or subcontractor or a payment card processor. We will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
3. c) Compliance with Laws. The customer agrees to comply with all applicable laws in its use of the Services. Without limiting the generality of the foregoing, the customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including, without limitation, any activities that violate any anti-spam laws and regulations. The customer also agrees to comply with all applicable Indian laws and regulations related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

6.4 Indemnification by Customer.

The customer will indemnify, defend, and hold us harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any customer data or breach or alleged breach by the customer of Section 6.3 (Customer Obligations). This indemnification obligation is subject to the customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for the customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation from us at the customer's expense. Notwithstanding the foregoing sentence, (a) we may participate in the defense of any claim by counsel of our choosing, at our cost and expense, and (b) the customer will not settle any claim without our prior written consent, unless the settlement fully and unconditionally releases us and does not require us to pay any amount, take any action, or admit any liability.

6.5. Aggregated Anonymous Data.

Notwithstanding anything to the contrary herein, the customer agrees that we may obtain and aggregate technical and other data about the customer's use of the services that are non-personally identifiable with respect to the customer ("Aggregated Anonymous Data"), and we may use the Aggregated Anonymous Data to analyze, improve, support, and operate the services and otherwise for any business purpose during and after the term of this agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations, or similar reports for distribution to and consumption by the customer and other customers of ours. For clarity, this Section 6.5 does not give us the right to identify the customer as the source of any Aggregated Anonymous Data.

We agree to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of any Service or Customer Data. However, we will not be responsible for errors in transmission, unauthorized third-party access, or other causes beyond our control.

Customer's use of and access to the Services, as well as Haulog's handling of Customer Data, will be subject to and governed by Haulog's privacy policy, which can be found at [insert link] and is incorporated herein by reference. Where the Customer desires Haulog to engage in the processing of "Personal Data" or "Personal Information," Haulog shall act as the "Controller" or "Business" of the Third-Party User Data and as "Processor" or "Service Provider" of the Customer Data, respectively. Haulog uses and shares Personal Data and Personal Information as set forth in its privacy policy. Haulog does not "Sell" Personal Information.

8.1. Subscription Term and Renewals.

Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve-month periods unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then-current Subscription Term.

8.2. Fees and Payment.

All fees are as set forth in the applicable Order Form or SOW and will be paid by the Customer within thirty (30) days of the invoice, unless (a) the Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form or SOW. Except as expressly set forth in Section 12 (Limited Warranty) and Section 14 (Indemnification), all fees are non-refundable based on Services purchased and not actual usage. The rates in the Order Form or SOW are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase per year. The Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form or SOW. If the Customer is required by Law to withhold any Taxes from the Customer’s payment, the fees payable by the Customer will be increased as necessary so that after making any required withholdings, we receive and retain (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

8.3. Payment Via Credit Card.

If you are purchasing the Services via credit card, debit card, or another payment card (“Credit Card”), the following terms apply:

1. Recurring Billing Authorization. By providing credit card information and agreeing to purchase any services, the customer hereby authorizes us (or our designee) to automatically charge the customer’s credit card on the same date and month of each calendar year in accordance with the applicable order form or SOW.
2. Foreign Transaction Fees. The customer acknowledges that for certain credit cards, the issuer of the customer’s credit card may charge a foreign transaction fee or other charges.
3. Invalid Payment. If a payment is not successfully settled due to the expiration of a credit card, insufficient funds, or otherwise, the customer remains responsible for any amounts not remitted to us and we may, in our sole discretion, either (i) invoice the customer directly for the deficient amount, (ii) continue billing the credit card once it has been updated by the customer (if applicable), or (iii) terminate this agreement.
4. Changing Credit Card Information. At any time, the customer may change its credit card information by communicating with one of our representatives.
5. Termination of Recurring Billing. In addition to any termination rights set forth in this agreement, the customer may terminate the subscription term by sending us notice of non-renewal in accordance with Section 8.1 (Subscription Term and Renewals).

8.4. Suspension of Service.

If the customer's account is thirty (30) days or more overdue, we reserve the right to suspend their access to the applicable service (and any related services) without liability until the overdue amounts are paid in full. This is in addition to any other rights or remedies, including but not limited to termination rights set forth herein.

8.5. Data Maintenance and Backup Procedures.

The Subscription Services are not intended to serve as a data warehouse or backup solution. In the event of any loss or corruption of Customer Data, Haulog will make commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Haulog. The Customer acknowledges that full restoration of Customer Data may not be possible under all circumstances, and Haulog shall have no liability to the Customer in such a case.

8.6 Illegal and Unauthorized Use of Subscription Services.

Haulog may immediately suspend or terminate the Customer's access to the Subscription Services by written notice if (i) Haulog determines, based on reasonable evidence, that the Subscription Services are being used for fraudulent or criminal activities, or in violation of any applicable law, regulation, or the Agreement, or (ii) if a governmental, legal, or other law enforcement authority requires or instructs Haulog to terminate or suspend the Subscription Services to the Customer. The Customer is solely responsible for any fraudulent use, misuse, or illegal activity conducted in or on the Subscription Services by its Authorized Users.

9.1. Term.

This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

9.2 Termination for Cause.

Either party may terminate this Agreement (including all related Order Forms and SOWs) if the other party:

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

9.3 Effect of Termination.

Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Our Technology) and delete (or, at our request, return) any and all copies of the Documentation, any passwords or access codes and any other of our Confidential Information in Customer’s possession, custody, or control. In addition, Customer will pay any unpaid fees covering the remainder of the Subscription Term, if applicable. The following provisions will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Ownership), 6.1 (Rights in Customer Data), 8 (Subscription Term, Fees and Payment), 9.3 (Effect of Termination), 10 (Confidentiality), 12 (Limited Warranty), 13 (Limitation of Liability), 14 (Indemnification by Customer) and 16 (General Provisions).

9.4. Survival.

The following sections will survive any expiration or termination of this Agreement: 2.4 (General Restrictions), 6.2 (Storage of Customer Data), 6.4 (Indemnification by Customer), 6.5 (Aggregated Anonymous Data), 3 (Ownership), 8.2 (Fees and Payment), 8.3 (Payment Via Credit Card), 9 (Term and Termination), 10 (Confidential Information), 12.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), and 16 (General Terms).

In connection with this Agreement, a party may disclose (the “Disclosing Party”) certain Confidential Information to the other party (the “Receiving Party”). During the term of this Agreement and for a period of three (3) years after expiration or termination of this Agreement, the Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to any third party except to the Receiving Party’s employees, contractors, and Affiliates that have a reasonable need to know such information in connection with this Agreement; provided, that any such third parties will be legally bound by confidentiality obligations at least as strict as those outlined hereunder. The Receiving Party shall ensure that the Disclosing Party’s Confidential Information is not disclosed or distributed by its employees, contractors, or Affiliates in violation of the terms of this Agreement. The Receiving Party will treat all Confidential Information with the same degree of care that the Receiving Party utilizes to protect its own Confidential Information, but in no event less than a reasonable degree of care.

The foregoing confidentiality restrictions shall not apply to information which the Receiving Party is able to demonstrate by documentary evidence: (i) is or becomes available in the public domain without breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party’s possession prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (iv) is lawfully received by the Receiving Party from a third party having a right of further disclosure.

Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency or judicial process; provided, that before providing such Confidential Information, the Receiving Party must give (to the extent permitted by applicable law) the Disclosing Party sufficient advance notice of the disclosure to enable the Disclosing Party to exercise any rights it may have to challenge or limit the disclosure of such Confidential Information.

Upon written request by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes, or extracts thereof to the Disclosing Party within seven (7) business days of receipt of request, and (iii) confirm in writing that the Receiving Party has complied with the obligations set forth in this paragraph. Notwithstanding the foregoing, the Receiving Party may retain one (1) copy of the Confidential Information to monitor ongoing compliance with this Agreement and a limited number of backup copies made in accordance with the Receiving Party’s standard record retention policies.

11. Copyright Policy

12.1. Limited Warranty.

We warrant, for the benefit of the Customer only, that each Service will operate in substantial conformity with the applicable Documentation. Our sole liability (and the Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to the Customer, for us to use commercially reasonable efforts to correct the reported non-conformity. If we determine such a remedy to be impracticable, either party may terminate the applicable Subscription Term, and the Customer will receive, as its sole remedy, a refund of any fees that the Customer has pre-paid for the use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 12.1 will not apply: (i) unless the Customer makes a claim within thirty (30) days of the date on which the Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services, or (iii) to use provided on a no-charge, trial, or evaluation basis.

12.2. Warranty Disclaimer.

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 12.1, ALL Services ARE PROVIDED "AS IS". NEITHER WE NOR OUR THIRD-PARTY SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DO WE WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. WE SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT FAILED TO BE SENT USING THE SERVICES. WE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. THE CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

13.1. Consequential Damages Waiver.

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

13.2 Liability Cap.

To the fullest extent permitted by law, in no event shall Haulog's aggregate liability to Customer in connection with this Agreement for any and all claims, losses, costs, or damages of any nature whatsoever, including reasonable attorney’s fees, exceed the total Fees paid by Customer under the applicable Order Form or Statement of Work in the twelve (12) month period preceding the incident giving rise to the applicable claim or action, regardless of the form or theory of the claim or action.

IN NO EVENT SHALL HAULOG BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR USER'S USE OF, OR INABILITY TO USE, THE HAULOG SERVICE, EVEN IF HAULOG HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HAULOG'S LIABILITY TO USER FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE HAULOG SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) TEN THOUSAND (10000 INR) OR (B) THE AGGREGATE OF THE AMOUNTS USER HAS PAID HAULOG IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AS A USER, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Haulog shall indemnify Customer, its officers, directors, and employees, from and against any liabilities, losses, damages, and expenses, including court costs and reasonable attorneys’ fees, associated with any third party’s claim to the extent and proportion arising from: (i) the infringement or misappropriation of any Intellectual Property rights of a third party by Customer’s authorized use of a Deliverable or the Subscription Services, (ii) Haulog's violation of applicable law, or (iii) Haulog’s material breach of this Agreement. Haulog's obligations under this Section 14 are contingent upon: (a) Customer providing Haulog with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Haulog, at Haulog's expense, in the defense and settlement of such claim, (c) Haulog having sole authority to defend or settle such claim. With respect to claims described in subsection (i) herein, in the event that Haulog's ability to provide the Subscription Services or Customer’s use of a Deliverable is enjoined or, in Haulog's reasonable opinion, is likely to be enjoined, Haulog may obtain the right to continue providing the Subscription Services or to allow Customer’s use of the applicable Deliverable, replace or modify the Subscription Services or the applicable Deliverable so that they become non-infringing, or, if such remedies are not commercially practicable, terminate this Agreement without liability to Customer and provide a pro-rated refund of any Fees prepaid and unused upon such termination. The foregoing states the entire obligation of Haulog with respect to any alleged or actual infringement or misappropriation of Intellectual Property rights by the Subscription Services or a Deliverable. Haulog shall have no liability or obligation under this Section 14 for any infringement claims caused in whole or in part by: (a) any instruction, information, design, or other materials furnished by Customer to Haulog as part of the Services, (b) modification of the Subscription Services or a Deliverable by any party other than Haulog without Haulog’s express written consent, or (c) the combination, operation, or use of the Subscription Services or a Deliverable with other products, data, or services where the Subscription Services or the applicable Deliverable would not by itself be infringing. Notwithstanding anything to the contrary hereunder, Haulog shall have no obligation or liability under this Section 14 for any claims arising from the negligence, willful misconduct, or fraud of Customer.

15.1. Governing Law; Venue

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the state of Gujarat, without regard to its conflict of laws provisions. The exclusive jurisdiction for any claim or controversy arising out of or relating to this Agreement shall be in the state and national courts, and each party hereto irrevocably and unconditionally waives the defense of an inconvenient forum.

15.2. Amendment; Waiver

Except as otherwise provided herein, this Agreement may only be amended by a written instrument executed by a duly authorized representative of each party. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

15.3. Modifications

Notwithstanding anything to the contrary in Section 15.3, from time to time, Haulog may modify this Agreement with respect to the Subscription Services and, unless otherwise specified by Haulog, the modifications will become effective upon the earlier of: (i) Customer's access to or use of the Subscription Services subsequent to any modifications; (ii) Customer's acceptance of the modified terms via click-through, or (iii) via email to the address designated in the applicable Order Form. For Order Forms effective prior to any modifications, Customer may terminate the applicable Order Form within thirty (30) days from the modifications becoming effective and receive, as its sole remedy, a refund of any prepaid Fees for the remainder Subscription Term.

15.4. Subcontracting.

Nothing in this Agreement shall prevent Haulog from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that Haulog shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and Haulog shall remain primarily liable to Customer for the performance of such subcontractor.

15.5. Notices.

Any notices provided by Haulog under this Agreement will be given to the address set forth in the applicable Order Form or Statement of Work. Notices and all other communications provided for herein shall be deemed to have been received: (i) when actually received, if delivered personally or by courier, or (ii) five (5) days following mailing if sent via certified mail, postage prepaid, return receipt requested. Notices provided to Haulog shall include a copy via email to [email protected]

15.6. Severability.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.7. Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of Fees) on account of events beyond the reasonable control of such party, which may include, without limitation, denial-of-service attacks, cyberattacks, strikes (except by its own employees), shortages, riots, insurrection, fires, floods, pandemics, epidemics, storms, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, failure or diminishment of power, telecommunications or data networks, and materials shortages (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for as long as the event continues and provided such party uses commercially reasonable efforts to resume performance.

15.8. Compliance with Laws.

Each party agrees to comply with all applicable laws, including the Indian Company Act and Information & Technology Act, and regulations with respect to its activities hereunder.

15.9. Relationship Between the Parties.

Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.

15.10. Assignment/Successors.

Neither party may assign or transfer an Order Form, a Statement of Work, or this Agreement, in whole or in part, without the other party's prior written consent. Notwithstanding the foregoing, Haulog may freely assign or transfer this Agreement to any of its Affiliates or to any purchaser of all or substantially all of its assets or in connection with any merger or consolidation. Any attempted assignment or transfer in violation of this Section 15.10 will be null and void.

15.11. Equitable Relief.

Each party acknowledges that a breach by the other party of any of the confidentiality rights set forth in Section 10 or Intellectual Property rights set forth in Section 11 of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

15.12. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the signatories and is not intended to benefit any third party. Only the parties hereto may enforce this Agreement.

15.13. Order of Precedence.

In the event of a conflict between the terms of an Order Form or Statement of Work and this Agreement, the Order Form or Statement of Work, as applicable, shall take precedence.

15.14. Electronic Communications. The communications between you and Haulog use electronic means, whether you use the Haulog Service or send Haulog emails, or whether Haulog posts notices on the Haulog Service or communicates with you via email. For contractual purposes, you, as the User, (i) consent to receive communications from Haulog in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Haulog provides to you as the User electronically satisfy any legal requirement that such communications would satisfy if they were in hardcopy writing. The foregoing does not affect your non-waivable rights.

It is agreed by you that, when permitted by law, the Company, will not in any way be responsible for loss, profits, revenues, or data, financial losses, or indirect, special, consequential, exemplary, or punitive damages. In all cases, the Company, will not be liable for any loss or damage that is not reasonably foreseeable.

Haulog is not liable for any indirect, special, economic, or consequential loss, including but not limited to costs of any alternative ways of transport, loss of profits, loss of use, anticipated savings, goodwill or loss of opportunity; or loss or damage arising out of circumstances beyond the control of Haulog, such as but not limited to Acts of God, armed hijacks, accidents, acts of public enemies, strikes, embargoes, civil commotions, national or local disruptions in air or ground transportation networks, mechanical problems to modes of transport or machinery, acts or omissions by the user, a third party or a government official, criminal acts and/or latent defects or inherent vice in the contents of the Shipment; or fines, penalties, chargeback rates or other financial sums levied against the user by any third party howsoever arising.

This Agreement, together with the applicable Order Form or Statement of Work, constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. No provision of any purchase order or other similar business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect with respect to the Services.