Terms and Conditions

1. Software License & Right of Use
1. All Software is licensed or provided as a service and is not sold. Software as Service is subject to the separate agreements provided by SKY LIMIT TECHNOLOGY SOLUTION in connection with the Software and its services, including but not limited to any software licenses, product guides, operating manuals or other documentation (such as an End User License Agreement (“EULA”), Terms of Use or Terms of Service). Subject to all limitations and rules contained herein and the Quote, SKY LIMIT TECHNOLOGY SOLUTION grants to Customer a term subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and operate the object code form of Applications (and use its Documentation) as hosted by SKY LIMIT TECHNOLOGY SOLUTION as described in the Quote (“Use”) and solely to perform those functions described in the Documentation. For comprehensibility, an “Application” means SKY LIMIT TECHNOLOGY SOLUTION’s copyrighted software that is specifically authorized to Customer pursuant to a Quote.
2. Customer will have a limited right and authorization to Use the Application solely for their internal business purposes, to perform the functions as described in the Documentation. Unless otherwise specifically stated in the Quote, the type of license granted is per Staff User Account. Customer shall ensure that the number of the active Staff User Accounts is equal to or less than the number of Staff User Accounts for which the Customer has subscribed. Customer is responsible for ensuring that access to a Staff User Account is not shared. Only one individual may authenticate to one Staff User Account. Hardware or software Customer uses to pool connections, reroute information, or reduce the number of users that directly access or use the Software (sometimes referred to as "multiplexing" or "pooling"), does not reduce the number of licenses or active Staff User Accounts Customer needs. A “Staff User Account” subscription license means that the Application licensed pursuant to the Quote may be used by a limited number of individual users, each identified by a unique user id the maximum number of which is specified in the Quote. Customer may assign different Staff User Accounts at any time without asking to SKY LIMIT TECHNOLOGY SOLUTION so long as the number of User Account is permitted. The Customer will not be permitted to disassemble, decompile, or reverse engineer the Application or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Application from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Application by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Application’s operation and creating the original source code or any approximation thereof by, for example, studying the Application’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Application that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the requirements of these SaaS Terms. Customer may use SKY LIMIT TECHNOLOGY SOLUTION’s Confidential Information solely in connection with the Application and pursuant to the terms of these SaaS Terms.
3. Unless otherwise specifically provided in the Quote, “Authorized Users” will only correspond of employees of Customer, and third party contractors of Customer who do not compete with SKY LIMIT TECHNOLOGY SOLUTION will not be permitted to use the Software.
4. Customer grants to SKY LIMIT TECHNOLOGY SOLUTION a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer data as is reasonable or necessary for SKY LIMIT TECHNOLOGY SOLUTION to perform or furnish for the Application.


2. Pricing, Terms of Payment, Taxes
1. Customer must pay to SKY LIMIT TECHNOLOGY SOLUTION the price specified in the Quote. Unless otherwise all fees indicated in the Quote, are to be paid to SKY LIMIT TECHNOLOGY SOLUTION within thirty (30) days of the date of invoice. Whatsoever late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. If Customer has set up a direct debit, SKY LIMIT TECHNOLOGY SOLUTION will not debit Customer’s designated account before ten (10) days have elapsed from the date of the invoice. If Customer is delinquent on a payment of fees for fifteen (15) days or more, SKY LIMIT TECHNOLOGY SOLUTION may suspend access to the Application. Complaints concerning invoices must be made in writing within thirty (30) days from the date of the invoice. Invoices will be sent by electronic delivery unless requested otherwise by Customer, additional fees will apply.
2. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse SKY LIMIT TECHNOLOGY SOLUTION harmless for all sales, GST, excise, other taxes or levies which we required to collect or remit to applicable tax authorities. This provision does not apply to SKY LIMIT TECHNOLOGY SOLUTION’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished SKY LIMIT TECHNOLOGY SOLUTION with a valid tax exemption certificate.
3. Customer must agree to pay each periodic fee promptly in accordance with the Terms of payment set out on the Contract Quote Sheet. If it states in the Quote sheet that Customer is to pay by direct debit, then do authorize to SKY LIMIT TECHNOLOGY SOLUTION to deduct relevant payments from the appropriate bank account. If customer fails to pay any periodic fee within 15 days of due, then all Services will be suspended until paid all remaining dues amount.


3. Ownership (Intellectual property rights & other rights)
1. By signing the Quote, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer would have no ownership interest in the Software or Services provided by SKY LIMIT TECHNOLOGY SOLUTION to them. The SKY LIMIT TECHNOLOGY SOLUTION will own all right, title, and interest in such Software and Services, subject to any limitations associated with intellectual property rights of third parties and also reserves all rights not specifically granted herein.
2. SKY LIMIT TECHNOLOGY SOLUTION and Customer trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. SKY LIMIT TECHNOLOGY SOLUTION may: (i) use the Customer’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) quote the Customer’s statements in one or more press releases; and/or (iii) make such other use of the Customer’s name and/or logo as might be agreed between the parties. Additionally, SKY LIMIT TECHNOLOGY SOLUTION may include Customer’s name and/or logo within its list of customers for general promotional purposes. SKY LIMIT TECHNOLOGY SOLUTION shall abide by with Customer’s trademark use guidelines as such are communicated to the SKY LIMIT TECHNOLOGY SOLUTION in writing and the SKY LIMIT TECHNOLOGY SOLUTION shall use the Customer’s Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest or other right in any Marks except as provided in this Section.


4. Confidentiality and Poaching
1. “Confidential Information” includes all information marked conforming to this Section and disclosed by either party, before or after the Quote Term Start Date (as identified on the Quote), and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. For clarity, the term ‘Confidential Information’ does not include any personally identifiable information. Obligations with respect to personally identifiable information (if any) are set forth in the ‘Data Processing Agreement.’
2. Customer agreed that they will use confidential information solely for the purposes of this Agreement and for evaluating future products or services which are or may be supplied by SKY LIMIT TECHNOLOGY SOLUTION, and that they shall not disclose, whether directly or indirectly, to any third party confidential information other than as required to carry out the purposes of this Agreement. We agree to be bound by the obligations contained in the section, likewise in relation to any confidential information which customer may give to SKY LIMIT TECHNOLOGY SOLUTION
3. Customer agree not to approach or engage any of our staff (with whom Customer have had contact) directly or indirectly within six months the termination of any contract between Us.
4. All Confidential Information in tangible form will be marked as “Confidential” or the like or, if intangible (e.g., orally disclosed), will be designated as being confidential at the time of disclosure and will be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed SKY LIMIT TECHNOLOGY SOLUTION Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by SKY LIMIT TECHNOLOGY SOLUTION; (ii) the oral and visual information relating to the Application; and (iii) these SaaS Terms.
5. Without granting any right or license, the obligations of the parties hereunder will not apply to any such information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
6. Nothing in these SaaS Terms will be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the SKY LIMIT TECHNOLOGY SOLUTION’s Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these SaaS Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
7. Each party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
8. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party impending irrevocable grievance and that such party will be allowed to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
9. Even though this Section, unless otherwise particularly settled in writing, all suggestions, solutions, improvements, corrections, and other assistance provided by Customer pertaining to the Software or other SKY LIMIT TECHNOLOGY SOLUTION materials provided to Customer will be owned by SKY LIMIT TECHNOLOGY SOLUTION, and Customer hereby agrees to consign any such rights to SKY LIMIT TECHNOLOGY SOLUTION. Nothing in these SaaS Terms will withstand SKY LIMIT TECHNOLOGY SOLUTION from using in any conduct or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by SKY LIMIT TECHNOLOGY SOLUTION in the performance of services hereunder.


5. Warranty
1. To the knowledge of SKY LIMIT TECHNOLOGY SOLUTION, the Application does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Application in any manner. This warranty will be considered part of and covered under the provisions of these SaaS Terms. Customer must: (i) notify SKY LIMIT TECHNOLOGY SOLUTION promptly in writing of any nonconformance under this warranty; (ii) provide SKY LIMIT TECHNOLOGY SOLUTION with reasonable opportunity to remedy any nonconformance under the provisions of these SaaS Terms; and (iii) provide reasonable support in identifying and remedying any nonconformance.
2. The SKY LIMIT TECHNOLOGY SOLUTION warrants that all services performed hereunder shall be performed in a workmanlike and professional manner.
3. Customer and SKY LIMIT TECHNOLOGY SOLUTION warrant that each has the right to enter into these SaaS Terms and that these SaaS Terms and the Quotes executed hereunder will be executed by an authorized representative of each entity.
4. Disclaimer of Warranties:Any and all of SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION and any other technology or Services provided by SKY LIMIT TECHNOLOGY SOLUTION to the CUSTOMER are provided “as is” and without warranty of any kind. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION (E) OF THESE SAAS TERMS. SKY LIMIT TECHNOLOGY SOLUTION MAKES NO OTHER WARRANTIES, CONVEY OR OBSCURE, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER SKY LIMIT TECHNOLOGY SOLUTION (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
5. Despite anything to the contrary in this Section, any and all warranties under these SaaS Terms are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of SKY LIMIT TECHNOLOGY SOLUTION


6. Indemnification
1. SKY LIMIT TECHNOLOGY SOLUTION will preserve at its expense any cause of action brought against Customer, to the extent that such cause of action is based on a claim that the Application, as hosted by SKY LIMIT TECHNOLOGY SOLUTION to Customer, copyright, or trade secret of a third party. SKY LIMIT TECHNOLOGY SOLUTION will pay those costs and damages finally awarded against Customer pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by SKY LIMIT TECHNOLOGY SOLUTION. Customer may retain its own advocate at Customer’s own expense.
2. Should the Software become, or in SKY LIMIT TECHNOLOGY SOLUTION’s opinion is likely to become, the subject of a claim of infringement, SKY LIMIT TECHNOLOGY SOLUTION may, at its option, (i) obtain the right for Customer to continue using the Software, (ii) replace or modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and Use of the Software. Upon such termination, Customer shall cease accessing the Software and SKY LIMIT TECHNOLOGY SOLUTION will refund to Customer, as Customer’s sole remedy for such license termination, the subscription fees paid by Customer for the terminated license for the past twelve (12) months. THIS SECTION (F) STATES THE ENTIRE LIABILITY OF SKY LIMIT TECHNOLOGY SOLUTION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE APPLICATION.
3. Customer agrees to defend, indemnify, and hold SKY LIMIT TECHNOLOGY SOLUTION and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in association with any claim arising from or relating to Customer’s: (i) breach of any of its obligations set forth in Section 10 (Customer Obligations); (ii) Customer’s gross negligence or willful misconduct; (iii) actual or alleged use of the Application in violation of these SaaS Terms or applicable law by Customer or any Authorized Users; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to SKY LIMIT TECHNOLOGY SOLUTION by the Customer or otherwise inputted into the Application, whether by the Customer, an Authorized User or otherwise including Customer Work Product (as defined below); and/or (v) any violation by Customer or its Authorized Users, of any terms, conditions, agreements or policies of any third party SKY LIMIT TECHNOLOGY SOLUTION. “Customer Work Product” means that data and those forms developed or acquired by Customer for internal business purposes independent from SKY LIMIT TECHNOLOGY SOLUTION or the Application.
4. Each indemnifying party’s obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.


7. Limitation Of Liability
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKY LIMIT TECHNOLOGY SOLUTION BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN IMARTIAL, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.
2. Disclaimer of Damages:TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKY LIMIT TECHNOLOGY SOLUTION BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS DISRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
3. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.


8. Termination
1. The term of these SaaS Terms will continue until the termination of the last Quote. Termination by SKY LIMIT TECHNOLOGY SOLUTION:These SaaS Terms and any license produced hereunder may be terminated by Us: (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
2. Termination by Customer:These SaaS Terms may be terminated by Customer on one twenty (120) days written notice to SKY LIMIT TECHNOLOGY SOLUTION if SKY LIMIT TECHNOLOGY SOLUTION fails to perform any service obligation required of it hereunder, and such failure is not cured within one twenty (120) days from SKY LIMIT TECHNOLOGY SOLUTION’s receipt of Customer’s notice or a longer period if SKY LIMIT TECHNOLOGY SOLUTION is working conscientiously towards a cure.
3. Upon termination of these SaaS Terms, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein.
4. Termination of SaaS Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under these SaaS Terms.


9. Customer Obligations
1. Customer agrees that no employees of SKY LIMIT TECHNOLOGY SOLUTION will be required to individually sign any agreement in order to perform any services hereunder including, but not inadequate to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
2. Customer agrees to conform with all applicable laws, regulations, and ordinances relating to these SaaS Terms. Customer shall guarantee that each Web site for which the Application is engaged contains or is linked to a privacy policy that governs its data collection and use practices.
3. The Customer shall be obliged to inform its Authorized Users before the commencement of use of the Software about the rights and obligations set forth in these SaaS Terms. The Customer will be liable for any infringement of obligations by its Authorized Users or by other third parties who infringe obligations within the Customer’s control.
4. The Customer shall be obligation to keep the login names and the passwords required for the use of the Application confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to observe copyright regulations. Personal access data must be changed at regular intervals.
5. Before entering its data and information, the Customer shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose. In addition, the Customer itself shall be responsible for the entry and the maintenance of its data.
6. SKY LIMIT TECHNOLOGY SOLUTION has the right (but not the obligation) to suspend access to the Application or remove any data or content transmitted via the Application without liability (i) if SKY LIMIT TECHNOLOGY SOLUTION practically believes that the Application is being used in infringement of these SaaS Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to abide by with applicable law, provided that SKY LIMIT TECHNOLOGY SOLUTION shall use commercially reasonable efforts to notify Customer prior to suspending the access to the Application as permitted under these SaaS Terms, or (iii) as otherwise specified in these SaaS Terms. Information on SKY LIMIT TECHNOLOGY SOLUTION’s servers may be unavailable to Customer during a suspension of access to the Software. SKY LIMIT TECHNOLOGY SOLUTION will use commercially reasonable efforts to give Customer at least twelve (12) hours’ notice of a suspension unless SKY LIMIT TECHNOLOGY SOLUTION determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect SKY LIMIT TECHNOLOGY SOLUTION or its customers.


10. Assignment:Customer may not assign these SaaS Terms or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of SKY LIMIT TECHNOLOGY SOLUTION. Any professed obligation of these SaaS Terms, or any license or rights in infringement of this Section will be deemed void. The SKY LIMIT TECHNOLOGY SOLUTION can consign, in whole or in part, its rights, interests, and obligations hereunder without limitation.


11. Force Majeure:SKY LIMIT TECHNOLOGY SOLUTION will not be liable to Customer for any delay or failure of Services Provide to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of SKY LIMIT TECHNOLOGY SOLUTION. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.


12. Non-solicitation:During the term of these SaaS Terms and for a period of three (3) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of SKY LIMIT TECHNOLOGY SOLUTION without the prior written consent of Us. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of SKY LIMIT TECHNOLOGY SOLUTION for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Us. Violation of this provision will entitle SKY LIMIT TECHNOLOGY SOLUTION to liquidated damages against Customer equal to one hundred percent (100%) of the solicited person’s gross annual compensation.


13. Severability and Reformation:Each provision of these SaaS Terms is a separately enforceable provision. If any provision of these SaaS Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these SaaS Terms to remain in effect in accordance with its terms as modified by such reformation.


14. No Waiver:No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.


15. Opportunity to Cure:Notwithstanding anything contained hereunder, Customer agrees and acknowledges that no dispute resolution or litigation will be pursued by Customer for any breach of these SaaS Terms until and unless SKY LIMIT TECHNOLOGY SOLUTION has had an opportunity to alleviate any alleged breach. Customer agrees to provide SKY LIMIT TECHNOLOGY SOLUTION with a detailed description of any alleged failure and a description of the steps that Customer understands must be taken by SKY LIMIT TECHNOLOGY SOLUTION to resolve the failure. The SKY LIMIT TECHNOLOGY SOLUTION shall have sixty (60) days from Customer’s notice to complete the cure.


16. Injunctive Relief:The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.


17. Governing Law and Dispute Resolution:The rights and obligations of the parties under these terms and conditions shall be governed by and interpreted in accordance with only the laws of the INDIA, and the parties shall attorney exclusively to the Court of the Kolkata, West Bengal, INDIA.  These Terms and Conditions will not be governed by the conflict of law rules of any other jurisdiction or for the International Sale of Goods, the application of which is expressly excluded. Where there is a dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties shall meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties.


18. Miscellaneous:
1. SKY LIMIT TECHNOLOGY SOLUTION will have the right to use third parties, including, but not limited to, employees of SKY LIMIT TECHNOLOGY SOLUTION’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of these SaaS Terms, all references to SKY LIMIT TECHNOLOGY SOLUTION or its employees will be deemed to include such Subcontractors.
2. Both parties agree to conform with all applicable laws, regulations, and ordinances relating to such party’s performance under these SaaS Terms.
3. Whichever notice required under these SaaS Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the Quote or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual compulsion that has been breached.
4. These SaaS Terms together with the documents listed in the applicable Quote constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. Any signed copy of these SaaS Terms made by reliable means will be considered an original.
5. The parties agree that these SaaS Terms cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
6. Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.
7. SKY LIMIT TECHNOLOGY SOLUTION is an independent contractor and nothing in these SaaS Terms will be deemed to make SKY LIMIT TECHNOLOGY SOLUTION an agent, employee, partner, or joint venture of Customer. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.