8. CONFIDENTIAL INFORMATION
During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party.
9. GENERAL PROVISIONS
9.1 Non-Exclusive Service Publisher acknowledges that SaaS Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict PubLive’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Publisher, to other parties.
9.2 Assignment Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party.
9.3 Notices Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered post, (b) same day when transmitted if sent by email.
9.4 Force Majeure Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence.
9.5 Waiver No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
9.6 Severability If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
9.7 Entire Agreement This SaaS Agreement (including all Schedules) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties.
9.8 Survival Sections 3, 6, and 7 through 10 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
9.9 No Third Party Beneficiaries This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of Publishers or upon any other person or entity.
9.10 Independent Contractor The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
9.11 Statistical Information PubLive may anonymously compile and publish statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Publisher’s data or include Publisher’s name.
9.12 Governing Law and Jurisdiction This SaaS Agreement shall be governed by the laws of India. Subject to clause 9.14, the Parties agree to submit to the jurisdiction of the courts of Gurgaon.
9.13 Compliance with Laws The Parties shall comply with all applicable local, state, national and foreign laws in connection with the use of SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
9.14 Dispute Resolution Any dispute or difference arising under or in connection with this Agreement or any breach thereof (“Dispute”) which cannot be settled amicably between the Parties within a period of fifteen (15) days from when the Dispute first arose, either Party may refer the dispute to arbitration of a Sole Arbitrator to be jointly appointed by the Parties to this SaaS Agreement. The arbitration shall be conducted in English in accordance with the provisions of the Arbitration and Conciliation Act of 1996. The seat and venue of arbitration shall be New Delhi, India. The Award shall be final and binding on both Parties to this Agreement.
9.15 Counterparts This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement.
SCHEDULE A SAAS SERVICES
SaaS Services includes the following service offerings:
1. Facilitation of migration, if required, from the Publisher's existing website and content management system to the PubLive Software.
2. Post migration onto the PubLive Software. PubLive shall make the website live upon receiving a written confirmation from the Publisher.
3. PubLive shall provide one or more training sessions as may be mutually agreed, to the Publisher's team with respect to the PubLive Platform.
4. PubLive shall manage the hosting of the Publisher’s website on a central level.
5. PubLive shall monetize the ad inventory on Publisher's website programmatically and optimise the revenue on an ongoing basis.
6. PubLive shall serve any direct campaigns that Publisher gets directly from a third party.
7. The adjustments with respect to invalid traffic adjustments shall be updated by PubLive on a monthly basis.
Support and Maintenance Services In case of a technical issue, PubLive will respond to the issue within 24 hours of a written complaint from the Publisher.
***End of Schedule A***