Clear, Fair Terms — No Fine Print

1.1. "Affiliate" means any entity (a) that a Party controls; (b) that a Party is controlled by; or (c) with which the Party is under common control, where control means direct or indirect control of fifty percent (50%) or more of an entity's voting interests (including by ownership).

1.2. "Authorized User" means an employee or contractor that you authorize to Use the Services.

1.3. "Data Protection Addendum" or "DPA" means the Monk CI Data Protection Addendum available through the Services.

1.4. "Documentation" means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form if, as provided by Monk CI to you (including any revised versions thereof), they relate to the Services, which may be updated by us from time to time.

1.5. "End User" means a third-party individual or entity that utilizes or accesses applications you provide or create using the Services.

1.6. "Effective Date" means the effective date set forth on an Order Form, or if you have not entered into an Order Form then the date you first access or use the Services.

1.7. "Intellectual Property Rights" means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.8. "Licensed Volume" means the limits, volume, or other measurement or conditions of permitted Use for the applicable Service as set forth on our website or in the applicable Order Form.

1.9. "Order Form" means an order form (such as the Monk CI Platform Service Order Form) or other ordering document agreed to in writing or electronically by you and Monk CI that references this Agreement and sets forth the applicable Services to be provided by Monk CI.

1.10. "Platform Data" means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) your and/or your Authorized Users' use of the Services, including any hardware metrics (if applicable), software event logs, globally unique identifiers for files, usage data or trends with respect to the Services.

1.11. "Monk CI IP" means the Services, the Software, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Services or support your use thereof, Account Data, Documentation and Platform Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

1.12. "Restricted Data" means data containing card holder data as defined in the Payment Cards Industry Data Security Standard ("PCI DSS"); technology restricted for export under the Foreign Trade (Development and Regulation) Act, 1992, including information on the SCOMET list; or any other regulated data that is described as Restricted Data in an Order Form.

1.13. "Services" means Monk CI's cloud-hosted infrastructure, developer tools, and application programming interfaces (APIs), as more particularly described or identified on Monk CI's website or otherwise in an applicable Order Form, and any Updates, patches, bug fixes and upgrades that Monk CI elects to provide to you.

1.14. "Software" means the underlying software made accessible as part of or provided in conjunction with the Services.

1.15. "Third Party" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.

1.17. "Use" means to use and/or access in accordance with this Agreement and the Documentation.

1.18. "Updates" means any changes that Monk CI may at its discretion implement as generally available without requiring payment of additional fees. Updates do not include new offerings that Monk CI makes available for an additional charge.

1.19. "Your Data" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you or your End Users through the Services or to us in connection with your use of the Services, but excluding, for clarity, Account Data, Platform Data, Restricted Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services.

2.1. Access to Services & License to Software. Subject to Your continued and full compliance with the terms and conditions of this Agreement, Monk CI hereby grants you during the Term (i) the right to Use the Services solely for your internal business purposes in accordance with, and subject to, the Licensed Volume; and (ii) a limited, non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 14.6) license to Use the Software. The Services and Software are deemed delivered to you upon the provision of access for your benefit.

2.2. Use Restrictions. You will not at any time and will not permit any Third Party or Authorized User to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) store, transmit or transfer any Restricted Data within or in connection with the Services; (iii) modify or create derivative works of the Services or Documentation, in whole or in part; (iv) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any Software component of the Services, in whole or in part; (v) frame, mirror, sell, resell, rent or lease use of the Services to any other Third Party, or otherwise allow any Third Party to use the Services for any purpose other than for your benefit in accordance with this Agreement, unless otherwise agreed in writing by Monk CI; (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Third Party, or that violates any applicable law; (vii) interfere with, or disrupt the integrity or performance of, the Services; (viii) access or search the Services through the use of any engine, software, tool, agent, device or mechanism other than Software or Services features provided by Monk CI; (ix) use the Services for benchmarking or competitive analysis; (x) multiplex or spread usage across multiple accounts or otherwise circumvent usage or capacity limits; (xi) use scraping techniques to mine or scrape data from the Services; (xii) use the Services to transmit harmful code, file, scripts, agents, or programs; or (xiii) attempt to gain unauthorized access to Monk CI's systems or networks.

2.3. Authorized Users. You will not allow any Third Party other than Authorized Users to Use the Services. You are responsible for acts or omissions by Authorized Users in connection with using the Services. You will, and will require all Authorized Users to, use all reasonable means to secure user names, passwords, API keys, hardware, and software used to access the Services, and will immediately notify us if you know or reasonably suspect that any user name, password, or API key has been compromised.

2.4. Third-Party Services. Certain features and functionalities within the Services may allow you or your Authorized Users to interface or interact with, access, or use compatible third-party services, products, software, technology, and content (collectively, "Third-Party Services") through or integrated with the Services. We do not provide the Third-Party Services and are not responsible for any compatibility issues, errors, or bugs caused by the Third-Party Services. Your use of any Third-Party Service is at your own risk.

2.5. Third Party Reports. As an intermediary, Monk CI may receive notices from third parties ("Reporters") regarding Your Data or your use of the Services ("Reports"). Monk CI will forward Reports directly to an email address provided by you designated to receive Reports (the "Abuse Contact").

2.6. Service Notices. If Monk CI learns or reasonably suspects that you are violating your obligations under this Section 2 or Section 6, Monk CI will notify the Abuse Contact by email and request that you take appropriate action. If you fail to comply with a Service Notice within the time period set forth therein, Monk CI may block your access to the Services until the requested action is taken. Monk CI also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers according to the process set out in the Information Technology Act, 2000 and the Copyright Rules, 2013.

2.7. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Monk CI reserves and, as between the Parties, will solely own the Monk CI IP and all rights, title, and interest in and to the Monk CI IP. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

2.8. Feedback. From time to time you or your employees, contractors, or representatives may provide us with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). You hereby grant Monk CI a royalty-free and fully-paid-up right to use and exploit all Feedback in connection with Monk CI business purposes.

2.9. Security Measures. Monk CI has implemented technical and organizational measures to ensure the security and integrity of the Services consistent with industry standard practices. However, you are responsible for the accuracy, legality, and appropriateness of Your Data, and for adequate security, protection and backup of Your Data when in your possession or control.

2.10. Beta Services. We may make available to you certain products, features, functionalities and services labeled as "preview," "alpha," "beta," "pre-release," or "non-general release" (collectively, "Previews"). YOU MAY USE PREVIEWS SOLELY FOR INTERNAL EVALUATION PURPOSES. Monk CI PROVIDES ALL PREVIEWS ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, AND MAY TERMINATE OR SUSPEND THE AVAILABILITY OF ANY PREVIEW AT ANY TIME.

2.11. Trial and Growth Tier Services. We may offer Services to you (i) on a trial basis, free of charge, or (ii) on a non-enterprise basis ("Trial and Growth Tier Services"). WE PROVIDE ALL TRIAL AND GROWTH TIER SERVICES ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, AND MAY TERMINATE OR SUSPEND ANY TRIAL AND GROWTH TIER SERVICES AT ANY TIME, AND ANY CUSTOMIZATIONS OR CONFIGURATIONS MAY BE PERMANENTLY LOST AS A RESULT.

2.12. Copyright & Trademark Notices. The Services may contain material including software, text, images, recordings, or audiovisuals that are owned by us or licensed by third parties. You agree to maintain and not remove or obscure any copyright, trademark, logos, or other proprietary notices in the Services, Software, or associated media.

3.1. Fees. You will pay Monk CI the fees based on your usage of the Services as set forth in your online dashboard or applicable Order Form ("Fees") and without offset or deduction. Monk CI operates on a pay-as-you-go model. Unless otherwise provided in an Order Form, Monk CI will bill you monthly in arrears for your usage during the preceding month. IF YOU HAVE SIGNED UP FOR AUTOMATIC BILLING, YOU AGREE THAT WE MAY CHARGE YOUR SELECTED PAYMENT METHOD FOR ANY FEES ON THE APPLICABLE PAYMENT DATE, INCLUDING ANY APPLICABLE TAXES, AND ON A RECURRING BASIS IF APPLICABLE UNTIL YOU PROVIDE WRITTEN NOTICE TO Monk CI THAT YOU ARE CANCELLING YOUR SUBSCRIPTION.

3.2. Payments. Payments due to Monk CI under this Agreement must be made in U.S. dollars (or such other currency as agreed in the Order Form). All payments are non-refundable and neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any undisputed amounts due to the other Party under this Agreement. If you fail to make any payment when due, (i) Monk CI reserves the right to charge late fees at 1.5% per month or the highest rate permitted by applicable law, and (ii) Monk CI may, in its discretion, suspend your access to the Services.

3.3. Taxes. You are responsible for all Goods and Services Tax (GST), levies, duties, and charges of any kind imposed by the Central or State Governments of India or any other regulatory authority on any amount payable by you to Monk CI hereunder, other than any taxes imposed on Monk CI's income. In the event that you are required to deduct or withhold any taxes (TDS) from the amounts payable to Monk CI hereunder, you will provide Monk CI with the necessary withholding tax certificates.

4.1. As used herein, "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information includes: (i) Monk CI IP; (ii) Your Data; (iii) any other information that by its nature would be understood by a reasonable person to be confidential. Confidential Information will not include information that: (i) is or becomes generally known to the public through no act or omission of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully acquired from a third party without confidentiality obligation; or (iv) is independently developed by or for the Receiving Party without use of Confidential Information.

4.2. The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use the Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose Confidential Information, except (i) to those employees, representatives, or contractors with a bona fide need to know and bound by written non-disclosure agreements, or (ii) as required by court or governmental order.

4.3. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed; provided, however, with respect to any Confidential Information that constitutes a trade secret, such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4.4. The terms and conditions of any negotiated agreement or pricing proposal will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or potential acquirers, investors, or other sources of funding for due diligence purposes.

Except for Previews, Trial, Growth Tier and any other non-Enterprise Services, Monk CI will provide support services according to its standard support terms, which Monk CI may update from time to time. Service level commitments may be procured for an additional charge under an applicable Order Form.

6.1. As between you and Monk CI, you own and retain all right, title, and interest in and to all Your Data.

6.2. You hereby grant Monk CI a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify Your Data solely for the purpose of hosting, providing, operating, and improving the Services and Monk CI's other related products, services, and technologies during the Term or as otherwise required by applicable law. Monk CI may generate and use Platform Data to provide, operate, and improve the Services or for any lawful purpose.

6.3. You represent and warrant that you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents, and licenses for the access to and use of Your Data as contemplated by this Agreement.

6.4. You represent and warrant that Monk CI's access or receipt of Your Data in accordance with this Agreement will not violate any applicable laws, rules, or regulations (including but not limited to privacy laws and rules related to PCI DSS) or cause a breach of any agreement or obligations between you and any third party.

6.5. Monk CI will Process any Personal Data (as defined in the DPA) that Monk CI receives in connection with this Agreement by you or on your behalf, in accordance with the DPA.

7.1. Mutual. Each Party represents and warrants to the other Party as of the Effective Date that (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (ii) the execution and performance of this Agreement are within the corporate powers of such Party, have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement.

7.2. Monk CI Warranties. Monk CI represents and warrants as of the Effective Date that (i) it will provide the Services in a professional and workmanlike manner in accordance with industry standards; and (ii) the Services will substantially conform to the Documentation. The sole remedy for a breach of the foregoing warranty shall be the refund of a pro-rated amount of the Fees paid for the remaining portion of the Term in 7 business days.

8.1. Monk CI Indemnification. Subject to Section 8.2, Monk CI will defend you against any claim, suit or proceeding brought by a third party alleging that your Use of the Services infringes or misappropriates such third party's Intellectual Property Rights, and will indemnify you and hold you harmless against any damages, costs, fees (including reasonable attorneys' fees), or expenses finally awarded against you in a non-appealable order or agreed in settlement by Monk CI resulting from such Claim.

8.2. Exclusions. Monk CI's obligations under Section 8.1 will not apply to the extent the underlying third-party Claim arises from: (i) your breach of this Agreement, negligence, willful misconduct, or fraud; (ii) Your Data; (iii) modifications or combinations of the Services with software, data or materials not provided by Monk CI; or (iv) any use of Services after we have notified you to discontinue such use.

8.3. IP Remedies. If Monk CI reasonably believes the Services could infringe any third party's Intellectual Property Rights, Monk CI may, at its sole option and expense: (i) modify or replace the Services to make it non-infringing; or (ii) procure the right for you to continue Use. If Monk CI determines that neither alternative is commercially reasonable, Monk CI may terminate this Agreement and refund a pro-rated amount of any Fees paid for the remaining portion of the Term in 7 business days after termination.

8.4. Your Indemnification. Subject to Section 8.5, You will defend Monk CI against Claims and indemnify and hold Monk CI harmless from any Losses finally awarded against Monk CI, to the extent arising from (i) Your Data; (ii) your breach of this Agreement or violation of applicable law; (iii) your products or services, or any dispute between you and your End Users; (iv) any fraud, misrepresentation, or false advertising claims arising from Monk CI's marketing of your products or services as instructed or approved by you.

8.5. Indemnification Procedures. The Party seeking defense and indemnity (the "Indemnified Party") will promptly (and in any event no later than thirty (30) days after becoming aware of any Claim) notify the other Party (the "Indemnifying Party") of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party shall have the sole control of the defense of any Claim.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND OTHER Monk CI IP ARE PROVIDED ON AN “AS IS” BASIS, AND Monk CI MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS, OR ANY OTHER PARTY REGARDING THE Monk CI IP, THE SERVICES, OR ANY OTHER SERVICES OR MATERIALS PROVIDED BY OR ON BEHALF OF Monk CI HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Monk CI DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, Monk CI DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. YOUR USE OF THE SERVICES AND ANY CONCLUSIONS DRAWN THEREFROM ARE AT YOUR OWN RISK.

10.1. Exclusion of Damages. EXCEPT FOR: (I) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (II) BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, FUNDS, ASSETS, PROFITS, REVENUE, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10.2. General Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR CLAIMS UNDER SECTION 2.2 (USE RESTRICTIONS); SECTION 2.7 (RESERVATION OF RIGHTS); SECTION 4 (CONFIDENTIALITY); AND SECTION 8 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY'S OR ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY YOU TO Monk CI IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.1. Term. The initial term of this Agreement begins on the Effective Date and expires at the end of the initial term specified in the relevant Order Form (the "Initial Term"). Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a "Renewal Term"), unless either Party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current Term.

11.2. Termination by You. If you entered into this Agreement directly with Monk CI, you may terminate this Agreement by providing Monk CI with at least ninety (90) days' written notice prior to the end of the Initial Term or then-current Renewal Term. If you are on Free tier, you may terminate this Agreement at any time by ceasing to use the Services. If you are on Growth tier, you may terminate this Agreement effective at the end of the month in which you terminate.

11.3. Termination for Breach. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

11.4. Termination by Monk CI. Monk CI may terminate this Agreement by providing fourteen (14) days' written notice to you and refund a pro-rated amount of any Fees paid for the remaining portion for the Term in 7 business days after termination.

11.5. Survival. This Section 11.5 and Sections 1, 2.2, 2.3, 2.4, 2.7, 2.8, 3, 4, 6, 8, 9, 10, 11.5, 11.6, 12, 13, and 14 survive any termination or expiration of this Agreement.

11.6. Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2.1 will terminate; and (ii) you will return or destroy all Monk CI Confidential Information in your possession or control, including permanent removal from any storage devices or other hosting environments in your possession or under your control. No expiration or termination will affect your obligation to pay all outstanding Fees through the effective date of expiration or termination, or entitle you to any refund.

12.1. Mandatory Arbitration. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties will attempt to reach a resolution satisfactory to both Parties. If the Parties do not reach a settlement within sixty (60) days, the Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement (collectively, "Dispute") will be resolved by binding, individual arbitration.

12.2. Arbitration Rules and Seat. The arbitration will be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (as amended from time to time). The seat and venue of the arbitration shall be Bengaluru, Karnataka, India. The arbitration shall be conducted in English by a sole arbitrator appointed mutually by the Parties, or in case of disagreement, in accordance with the provisions of the Act.

12.3. Injunctive and Declaratory Relief. Notwithstanding the foregoing, either Party may seek preliminary injunctive or equitable relief from a court of competent jurisdiction pending the final decision by the arbitrator. The Parties agree that the courts located in Bengaluru, India shall have exclusive jurisdiction over any such proceedings.

12.4. Class Action Waiver. YOU AND MONK CI AGREE TO BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims.

13.1. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the Republic of India, without regard to conflicts of laws principles. In the event that Section 12 is held unenforceable, then each Party irrevocably agrees that any Dispute will be brought in the courts located in Bengaluru, Karnataka, India, and each Party irrevocably submits to the sole and exclusive personal jurisdiction thereof.

14.1. Entire Agreement. This Agreement, including any exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. In the event of any conflict between this Agreement and any Order Form, the Order Form shall prevail.

14.2. Publicity. You hereby grant Monk CI a right and license to (i) use your name and logo on its website; (ii) use a general description of your relationship with Monk CI in press releases and other marketing and promotional materials; and (iii) use you upon reasonable request as a reference account and for other marketing events. Any such use will be consistent with any branding guidelines provided by you and shall in no way demean or disparage you.

14.3. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent, if to Monk CI, to info@monkci.com; or, if to you, then to the contact information you have provided to Monk CI.

14.4. Waiver. Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

14.5. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions will remain in full force and effect.

14.6. Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party's prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party's business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise.

14.7. Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or your breach of Section 2.2 would cause the other Party irreparable harm for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court.

14.8. Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts, material changes in law, war, terrorism, riot, or acts of God.

14.9. Export & Trade Controls. Monk CI's products, Services, Software, and technology may be subject to export control laws of India, including the Foreign Trade (Development and Regulation) Act, 1992. You represent and warrant that (i) you will not export or re-export the Services in violation of Indian export control laws; (ii) you are not located in a country that is subject to comprehensive sanctions by the Government of India or the United Nations Security Council; and (iii) you will not use the Services for any purposes prohibited by applicable Indian laws.

14.10. Government End Users. If the Services are being used by or on behalf of any government entity, such use is subject to the terms of this Agreement. Any additional rights or terms required by government procurement regulations must be agreed upon in a separate written addendum signed by Monk CI.

14.11. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties.

14.12. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Third Party.

14.13. Changes to Agreement. Monk CI may modify this Agreement from time to time. Any changes will be posted on our website and the Agreement will indicate the date it was last updated. The changes will become effective thirty (30) days after posting. By continuing to use the Service you are deemed to have accepted any updated terms.