Welcome to Strivelabs! These Terms of Service (these “Terms”) form a binding legal agreement between Strive SaaS Labs Pvt. Ltd., a registered company incorporated in India (“Strivelabs”, “we”, “us”, or“our”) and you regarding the use of (a) the website located at https://strivelabs.ai/ (the “Website”), and (b) services and offerings available on the website, including without limitation the services offered on the Zendesk Marketplace in the software-as-a-service licensing capacity (together with the“Website”, the “Services”) . “Users” means visitors and users of the Services.
Please review these Terms carefully. By accessing or using the Services, you agree to be bound by these Terms. We may update these Terms from time to time at our discretion, and the current version will always be posted on our Website. By continuing to use the Services after a new version of these Terms has been posted, you agree to the terms and conditions of such updated version. If you do not agree with these Terms, you must immediately cease using the Services.
If you are entering into this Agreement on behalf of a company, organization, or other legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Strivelabs that You have the authority to bind such Entity and its Affiliates to this Agreement. In such a case, the terms “Customer,” “You,” “Your,”or any related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with any provision of this Agreement, you must not accept this Agreement and may not use any of the Services.
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
Account: means any accounts or instances created by or on behalf of the Customer or its Users within the Services.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
User: means an individual authorized to use a Service through the Account as a user and/or administrator as identified through a unique login.
Agreement: means this Service Agreement together with any and all Supplemental Terms and Additional Features.
Applicable Data Protection Law: means the data protection law(s) applicable to You and Strivelabs, including, without limitation: where You (acting as data controller or data processor) are established in an European Economic Area (“EEA”) member state or where Your Users or End-Users access the Services from an European Economic Area (“EEA”) member state: the EU Regulation 2016/679 (and any applicable national laws made under it).
Confidential Information: means all information disclosed by You to Strivelabs or by Strivelabs to You and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to Strivelabs' business, clients, staff, security policies and procedures. For purposes of this Agreement, this Agreement as well as Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.
Consulting Services: means consulting and professional services (including any training, success or implementation services) provided by Strivelabs or its authorized subcontractors as indicated on an Order Form or other written document such as a statement of work “SOW”, as defined below.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by Strivelabs; provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).
End-User: means any person or entity other than the Customer or Users with whom the Customer or its Users interacts, or collects data from, using a Service.
Order Form: means any of Our generated service order forms executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Users authorized to use a Service under Your subscription to a Service and the Service Plan applicable to Your subscription to a Service.
Payment Agent: means Strivelabs or any payment agent designated by Strivelabs.
Personal Data: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Personnel: means employees and/or non-employee service providers and contractors of Strivelabs engaged by Strivelabs in connection with performance hereunder.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s): means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by Us, via the applicable Customer login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, and Documentation that You have purchased or deployed or to which You have subscribed (“Deployed Associated Services”) that are provided under this Agreement. “Services” exclude Third Party Services as that term is defined in this Agreement. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Customer is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Users and End-Users in connection with Your use of such a Service, which may include, without limitation, Personal Data.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services to which You subscribe.
Site: means a website operated by Strivelabs, including, without limitation www.strivelabs.ai and the related domain names, as well as all other websites that Strivelabs may operate.
Software: means software provided by Strivelabs (either by download or access through the Internet) that provides functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to a Service with respect to any individual User.
Supplemental Terms: means the additional terms and conditions that are (a) contained in this Agreement under the Section entitled “Additional Terms and Conditions” which apply and are incorporated into this Agreement for certain Services, features, or functionality; (b) included or incorporated on an Order Form (e.g. when a Deployed Associated Service is purchased); or (c) applicable to Consulting Services when purchased by You.
Third Party Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information obtained separately by You which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Third Party Services which may be integrated directly into Your Account by You or at Your direction.
“We,” “Us,” or “Our”: means Strivelabs as defined below.
Strivelabs: means Strive SaaS Labs Pvt Ltd., a registered Indian company located at B 207, Radiance Icon, Koyambedu, Chennai, India 600107.
2.1 During the Subscription Term and subject to your compliance, as well as that of your Users and End-Users, with this Agreement, You have the limited right to access and use the Services consistent with the Service Plan(s) You subscribe to for Your internal business purposes. An Affiliate may receive Services under this Agreement provided that such Affiliate directly enters into a Service Order Form. By entering into a Service Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party. The Customer will be responsible for its Affiliates' compliance with this Agreement. We will: a) make the Services and Service Data available to you pursuant to this Agreement and the applicable Order Forms; (b) provide applicable standard customer support for the Services to you at no additional charge, as detailed on the applicable Site and Documentation, and upgraded support if purchased; (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance (of which we will use commercially reasonable efforts to notify you in advance through our Site and a notice to your Account owner and Users) (“Planned Downtime”); and (ii) for any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, a denial of service attack (“Force Majeure Event”).
2.2 You may not use the Services to provide equivalent service on behalf of more than one third party (other than Affiliates) through a single Account.
2.3 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorized Users and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement; (b) use the Services to Process data on behalf of any third party other than Users or End-Users; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with Strivelabs or Strivelabs' Affiliates; (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Services to store or transmit any protected health information, unless expressly agreed to otherwise in writing by Strivelabs; (l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (m) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (n) attempt to use, or use the Services in violation of this Agreement.
2.4 As between You and Strivelabs, You are responsible for compliance with the provisions of this Agreement by Users and End-Users and for any and all activities that occur under Your Account. Without limiting the foregoing, You are solely responsible for ensuring that the use of the Services to store and transmit the Service Data is compliant with all applicable laws and regulations, as well as any privacy policies, agreements, or other obligations You may maintain or enter into with Users or End-Users. You are also responsible for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. You agree and acknowledge that each User will be identified by a unique username and password (“Login”), which may only be used by one (1) individual. User Logins must not be shared among multiple individuals. You and Your Users are responsible for maintaining the confidentiality of all Login information for your Account.
2.5 You acknowledge that Strivelabs may modify the features and functionality of the Services during the Subscription Term.
2.6 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service(s) purchased by You; or (c) termination of the trial by Us at our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period to become familiar with the features and functions of the Services under applicable Service Plans before making Your purchase.
ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST AFTER THE END OF THE FREE TRIAL, UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.
3.1 Subject to the express permissions of this Agreement, each Party will protect each other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted under this Agreement, each Party may use each other's Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information:
(a) solely to the employees, non-employee service providers, and contractors who need to know such Confidential Information for these purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information;
(b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or
(c) as reasonably necessary to comply with any applicable law or regulation.
3.2 Strivelabs will maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the Service Data, as described in this Agreement and the Security Policy. These safeguards will include measures designed to prevent unauthorized access, use, modification, or disclosure of the Service Data by Personnel, except:
(a) as necessary to provide the Services and address service, support, or technical issues;
(b) as compelled by law in accordance with Sections 3.1(b) or 3.1(c);
(c) in accordance with the provisions of Section 3.4; or
(d) as you expressly permit in writing.
Strivelabs' compliance with the provisions of Sections 3.2 through 3.5 will be deemed compliance with Strivelabs’ obligations to protect the Service Data as set forth in this Agreement.
3.3 To the extent Service Data constitutes Personal Data, You and Strivelabs hereby agree that You shall be deemed to be the data controller and Strivelabs shall be deemed to be the data processor as those terms are understood under the Applicable Data Protection Law. The Processing of the Personal Data by Strivelabs shall be governed by a data processing agreement available on request at privacy@strivelabs.ai that is incorporated by reference hereto (“DPA”). The Parties further agree to individually comply with all applicable data protection laws. Under no circumstances will Strivelabs be deemed a data controller with respect to the Service Data under the Applicable Data Protection Law or any relevant law or regulation of any Member State as defined in Applicable Data Protection Law.
3.4 You agree that Strivelabs and the third-party service providers utilized by Strivelabs to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display, and disclose the Service Data to the extent necessary to provide the Services to You, including, without limitation, in response to Your support requests. Any third-party service providers utilized by Strivelabs will only be given access to Your Account and the Service Data as is reasonably necessary to provide the Services and will be subject to:
(a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 3.2; and
(b) their agreement to comply with the data transfer restrictions applicable to the Personal Data as set forth in the DPA.
3.5 Whenever You, Your Users or End-Users interact with the Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, the type of browser and/or device being used to access the Services. When We collect this information, We only use this data in aggregate form to improve the Services, and not in a manner that would identify Your Users or End-Users personally.
4.1 Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”).
4.2 The rights granted to You, the Users and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights associated therewith.
4.3 Subject only to the limited rights to access and use the Service(s) as expressly stated herein, all rights, title, and interest in and to the Services and all hardware, Software, and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with and belong exclusively to Strivelabs. Strivelabs shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback we receive from You, the Users, End-Users, or other third parties acting on your behalf.
4.4 Strivelabs' other product and service names and logos used or displayed in or on the Services are registered or unregistered trademarks of Strivelabs (collectively, “Marks”), and You may only use applicable Marks in a manner permitted by Our Trademark Usage Guidelines to identify Yourself as a Customer. You agree not to attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent us, our services, or products.
5.1 Subject to Section 5.2, all charges associated with Your access to and use of the Services (“Subscription Charges”) are due in full upon commencement of Your Subscription Term, or, with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to, or otherwise deployed. If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, we may suspend or terminate access to and use of the Services by You, the Users, and End-Users.
5.2 If You choose to upgrade Your Service Plan or increase the number of Users or volume of tickets authorized to access and use the Services during Your Subscription Term (a“Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then-current Subscription Term. These charges will be billed to Your Account and will become due and payable upon the implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will incorporate any such Subscription Upgrades.
5.3 No refunds or credits for Subscription Charges or other fees or payments will be issued to You if You choose to downgrade Your Service Plan. Downgrading Your Service Plan may result in the loss of content, features, or capacity of the Services available to You under Your Account, and Strivelabs disclaims any liability for such loss.
5.4 Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying the Taxes. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
5.5 If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for periodic Subscription Charges applicable to the Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize the Payment Agent to charge Your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.
5.6 Payments made by credit card, debit card or certain other payment instruments for the Services are billed and processed by the Payment Agent. To the extent the Payment Agent is not Strivelabs, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Strivelabs and shall not be construed to be providing the applicable Services.
5.7 Any Customer that mandates Strivelabs to use a vendor payment portal or compliance portal which charges Strivelabs a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, shall be invoiced by Strivelabs for the cost of this fee.
6.1 We may, at Our sole discretion, choose to offer credits for the Services in various ways, including but not limited to, coupons, promotional campaigns, and referrals for Strivelabs' services such as training. Strivelabs reserves the right to award credits solely at its discretion. Credits have no monetary or cash value and can only be used by You to offset subsequent payments of Subscription Charges for the applicable Services. Credits may only be applied to Subscription Charges specifically identified by Strivelabs when issuing the credit. Credits are non-transferable and can only be used by You. Unless otherwise stated on the instrument (including any coupon), credits will expire and become non-redeemable twelve (12) months from the date of issuance.
7.1 Either Party may choose to terminate Your Account and subscription to a Service at the end of Your then-current Subscription Term by providing notice, in accordance with this Agreement, at least thirty (30) days prior to the end of such Subscription Term. If Your Account and subscription to the Services are not terminated as described, they will automatically renew for a Subscription Term equivalent in length to the expiring Subscription Term. Unless otherwise specified in an Order Form, the Subscription Charges for Your Services in any subsequent Subscription Term will be Our standard Subscription Charges for the Service Plan and Deployed Associated Services to which You are subscribed or have deployed, as applicable, at the commencement of such subsequent Subscription Term.
7.2 No refunds or credits for the Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then-effective Subscription Term.
7.3 Except for Your termination under Section 7.5, if You terminate Your subscription to a Service or cancel Your Account before the end of Your then-current Subscription Term, or if We terminate or cancel Your subscription or Account pursuant to Sections 2, 7.4, or 7.5, You must immediately pay any unpaid Subscription Charges for the remainder of the Subscription Term, in addition to any other amounts You may owe Strivelabs. This amount will not be payable if You terminate Your subscription or cancel Your Account due to a material breach of this Agreement by Strivelabs, provided that You give advance notice of such breach to Strivelabs and afford Strivelabs no less than thirty (30) days to reasonably cure the breach as stipulated in Section 7.5 herein.
7.4 We reserve the right to modify, suspend, or terminate the Services (or any part thereof), Your Account, or Your and/or Users' or End-Users' rights to access and use the Services if We believe that You, the Users, or End-Users have violated this Agreement. This includes the removal or disablement of Service Data. Unless legally prohibited, We will make commercially reasonable efforts to contact You directly via email to notify You of any such actions. We shall not be liable to You, the Users, End-Users, or any other third party for any modification, suspension, or discontinuation of rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, the Users, or End-Users may be referred to law enforcement authorities at Our sole discretion.
7.5 A Party may terminate this Agreement for cause (a) upon thirty (30) calendar days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of that period, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If You terminate this Agreement in accordance with this section, We will, to the extent permitted by applicable law, refund You any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If We terminate this Agreement in accordance with this section, You must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
7.6 Upon Your request made within thirty (30) calendar days after the effective date of termination or expiration of this Agreement, We will make the Service Data available to You for export or download as stipulated in the Documentation. After this 30-day period, We will have no obligation to maintain or provide any Service Data and, as outlined in the Documentation, will have the right to delete or destroy all copies of the Service Data in Our systems or otherwise in Our possession or control, unless prohibited by law.
8.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 We warrant that, during an applicable Subscription Term, (a) this Agreement and the Documentation will accurately describe the administrative, physical, and technical safeguards in place for protecting the security, confidentiality, and integrity of the Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of the above warranties, Your exclusive remedies are those described in Section 7.5 herein.
9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, USERS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Strivelabs), BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Strivelabs' AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR CONSULTING SERVICES PROVIDED FOR IN THIS AGREEMENT.
9.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, Strivelabs' LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.4 Any claims or damages that You may have against Strivelabs shall only be enforceable against Strivelabs and not any other entity or its officers, directors, representatives or agents.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted to best accomplish the original intent to the fullest extent permitted by law. The remaining provisions of this Agreement shall remain in full force and effect.
11.1 All notices from Strivelabs to You under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service ("Courier") or postal service to the contact mailing address provided by You on any Order Form, or (b) by electronic mail to the email address provided for the Account owner.
11.2 You must give notice to Strivelabs in writing by email toprivacy@strivelabs.ai. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
12.1 This Agreement shall be governed by the laws of India, without reference to conflict of laws principles.
12.2 Any disputes arising under this Agreement shall be resolved in a court of general jurisdiction in India. You hereby expressly agree to submit to the exclusive personal jurisdiction of such courts for the purpose of resolving any dispute related to this Agreement or Your access to or use of the Services by You, the Users, or End Users.
If you have any questions about these Terms and Conditions, You can contact us by email: privacy@strivelabs.ai