LICENSE TERMS

These license terms (hereinafter the “Terms”) establish an agreement between Subconscious Compute Private Limited, a company incorporated under Companies Act, 2013 and having its registered office at 1443, ‘B’ Block, Railway Parallel Road, Sahakaranagar, Bengaluru, Karnataka - 560092 (“SubCom”, which expression shall include, where appropriate, its affiliates, successors and assigns) and you (“you”, “your”), and shall govern your Use (as defined hereafter) of the Platform (as defined hereafter), currently branded as “Shepherd”, and the Services (as defined hereafter) offered by SubCom.

Supplemental terms may apply to your Use of certain additional features and functionalities (“Add-On’s”) that you may sign up to in the course of using the Platform and/or the Services (as defined hereafter), and such supplemental terms will be disclosed to you in connection with the applicable Add-On’s. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of your use of the Platform and/or the Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Add-Ons.

You understand that by checking the acceptance box or installing or using all or any portion of the Platform, you are signifying your acceptance to these Terms published on Shepherd’s website at https://shepherd.watch (as may be relocated by SubCom from time to time). You agree that these Terms are enforceable like any written agreement signed by you and legally binding between you and SubCom.

1. Definitions

   1. Account means the account created by you upon signing up to these Terms and providing the requisite information;

   2. Administrator means a User who shall have access to additional features, functionalities and privileges in respect of the Dashboard.

   3. Application means the object code version of SubCom’s proprietary software that is installed on the Permitted System in accordance with SubCom’s instructions.

   4. Confidential Information means any information which is disclosed by either Party to the other Party pursuant to or in connection with the Terms (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) including, but not limited to, the Proprietary Information of SubCom;

   5. Customer Data means any information, text or data that is that is collected or generated by you or the Permitted System through the Use of the Services and/or Platform, and includes any PII;

   6. Dashboard means SubCom’s proprietary software which is installed on the Hosting Servers and made available to the User through an internet accessible link.

   7. Documentation means SubCom’s product manuals, user manuals or other standard software documentation, as amended and updated from time to time;

   8. Effective Date means the date on which you create an Account;

   9. Enhancements means modifications or enhancements to the Application made available by SubCom from time to time;

   10. Hardware means the hardware security keys;

   11. Hosting Servers means those servers and other hardware and software that shall be used to host the Platform, Customer Data or any other information as determined by SubCom in its sole discretion;

   12. Intellectual Property Right means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database rights, design rights, moral rights or any other property rights that grant similar rights as the foregoing, in each case whether registered or not, throughout the world;

   13. Maintenance Release means software which has been produced primarily to fix defects in the Application;

   14. Party means either SubCom or you as the context so requires and Parties shall refer to both SubCom and you collectively;

   15. Payment Method means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your Account with a third-party service provider/ payment gateway;

   16. Permitted System(s) means the end point device(s) on which you are permitted to install the Application under these Terms;

   17. Personally Identifiable Information or PII means any data, records or information related to an individual that identifies (directly or indirectly) such individual;

   18. Platform means the Application and the Dashboard collectively;

   19. Proprietary Information means (i) the Platform including the Enhancements, Maintenance Releases and Documentation, and any complete or partial copies thereof, (ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Platform, including its architecture, structure, sequence, and organization; and (iii) any inventions, customisations, drawings, performances, software, databases and methodologies in any manner related to the Platform;

   20. Services means the capability provided by SubCom to you to perform certain specific processes by virtue of Using the Dashboard;

   21. Subscription Period means the monthly, quarterly, half-yearly or annual subscription period that you may choose to sign up for in respect of the Platform and Services;

   22. Subscription Plan means the subscription plan described at https://shepherd.watch that you may choose to sign up for in respect of the Platform and Services;

   23. Term means the Subscription Period that you have opted for;

   24. Third Party Materials means software, databases or internet resources which are owned by a third party and which the Platform and/or the Services interoperates with in performing certain activities underlying certain functionalities;

   25. Use means to directly or indirectly activate the processing capabilities of the Platform by a User, and/or execute, access, utilize, employ the Services, or display information resulting from such use, for your internal business purposes;

   26. User means, you or an individual who is authorized by you to Use the Platform and who has been supplied tokens, user identifications and passwords by SubCom.

2. Registration and Account Set-Up

   1. In order to use the Platform and to avail the Services, you must register for and maintain an Account. The Account registration process inter alia requires you to submit certain information such as your name, address, email address, mobile phone number, organisation and designation.

   2. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Platform or the Services or result in SubCom’s suspension or termination of this engagement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by SubCom in writing, you shall only use and operate one Account. You acknowledge and agree that any misuse of your Account for reasons not attributable to SubCom shall be to your account and you will be liable for any and all liabilities incurred as a result of such misuse.

   3. You hereby consent that any information submitted by you for Account set-up may be used by SubCom in accordance with the privacy policy published at https://shepherd.watch which is deemed to be part of these Terms.

   4. You hereby acknowledge that it is your sole responsibility to ensure that all Users abide by all terms of these Terms. You shall at all times be liable for all the acts and omissions of all Users, including Administrators.

3. License and Hosting

   1. In consideration of the Fees (as defined hereafter) paid or payable by you to SubCom as per the Subscription Plan that you have opted for, SubCom hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable limited right to:

      1. Use the Dashboard and avail the Services; and

      2. install the Application on the Permitted System and Use the Application,

in each case, in accordance with the Documentation, for the Term, within the Territory, and subject to these Terms and any supplemental terms that may be applicable.

2. Some of the Services are being made available to you on a fully hosted basis, i.e., the Dashboard is hosted on the Hosting Servers. You understand and agree that:

   1. the Hosting Servers are provided by third party partners of SubCom; and

   2. such third-party partners have additional terms that are binding on you in the Use of the Services and the Platform.

Nothing herein shall be construed to require SubCom to provide you with the Dashboard on any physical medium.

3. SubCom shall not be restricted (i) from collecting, storing, analysing and using the data related to the Use of the Platform and the Services by you; and (ii) from analysing the Customer Data on an pseudonymised basis, for any purpose SubCom deems appropriate, including but not limited to enhancing the capabilities of the Platform and the Services, tracking your usage of the Platform and the Services, invoicing you in accordance with the Terms, tracking the performance of the Platform, marketing and sales materials, benchmarking studies and Platform development. Such data shall be SubCom’s Proprietary Information.

4. Enhancements and Maintenance Releases: Enhancements and Maintenance Releases relating to the Subscription Plan that you have opted for shall be made available to you for the Subscription Period, at no additional cost, as soon as generally available, provided you have paid the requisite Fees as per these Terms.

5. Hardware: If agreed between you and SubCom, SubCom shall provide the Hardware or permit the Users to use any third-party Hardware for the purpose of authenticating the Users to enable them to Use the Platform. Terms governing the provision and use of the Hardware (if any) shall be mutually agreed between the Parties.

6. SubCom shall upon you signing up to the same and making the requisite payment, provide Add-On’s, features or functionalities which may be subject to certain supplemental terms and conditions.

4. Intellectual Property Rights

   1. The Parties agree that you shall at all times retain the title to and the Intellectual Property Rights over the Customer Data.

   2. You are solely responsible for ensuring that the Customer Data does not include anything that actually or potentially infringes or misappropriates Intellectual Property Rights of any third party.

   3. You acknowledge that:

      1. SubCom owns and shall continue to own all right, title and interest in and to the Platform, the Services, Proprietary Information, Add-On’s and SubCom Confidential Information, and all Intellectual Property Rights embodied therein or related thereto, including, but not limited to, the source and object code, and any updates, corrections or customizations to the Platform; and

      2. you shall acquire only the limited rights granted herein and do not acquire any ownership rights or title in or to the Proprietary Information. Save for the limited rights granted in these Terms, no other rights are granted to you, in and to the Proprietary Information.

5. Prohibited Uses:

   1. You shall not and shall ensure that each User does not:

      1. Use the Platform and the Services except as provided in these Terms and supplemental terms (if any);

      2. use, copy, modify, merge, or transfer copies of the Application or Documentation except as provided in these Terms;

      3. copy any features, functions or user interfaces/graphics provided in the Platform;

      4. Use the Platform or the Services to post, send, transmit or otherwise make available any unsolicited or unauthorised email messages, advertising, promotional materials, junk mail, spam, or chain letters;

      5. remove any copyright, trademark or other proprietary notices from any portion of the Platform or the Services;

      6. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or the Services except as expressly permitted by SubCom;

      7. permit Use of the Platform or the Services by an unauthorised third party, including in a manner that subverts their need to purchase an independent licence, and permitting the Users to share passwords and other authentication credentials;

      8. permit Users to initiate denial of service (including DoS attack) or attempt to introduce malicious code into the Platform;

      9. build applications that interact with, or combine applications with, the Platform which negatively affect the speed or performance of the Platform;

      10. tamper with or attempting to tamper with security features of the Platform;

      11. attempt to discover the source code, underlying algorithms, processes and methods within the Platform, or attempt to interact with the operating system underlying the Platform;

      12. access and Use the Platform for commercial purpose or for internal use in a manner that is not consistent with these Terms;

      13. decompile, “unlock”, reverse engineer, disassemble or in any manner decode the Platform or the Services for any reason;

      14. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or the Services or SubCom systems or any other computer system including by introduction of any virus, Trojan horses, worms, time bombs or such material;

      15. attempt to gain unauthorized access to or impair any aspect of the Platform or the Services or its related systems or networks;

      16. re-sell, grant any rights to third parties to the Platform or the Services, lease, time-share, lend or rent the Services;

      17. provide anyone other than the Users with access to the Platform or the Services;

      18. except as otherwise provided in these Terms, Use any backup or archival copies of the Application (or allow someone else to use such copies);

      19. except as otherwise provided in these Terms, install the Application anywhere other than on the Permitted System;

      20. install or use the Application on more devices than permitted under the Subscription Plan;

      21. use the Platform or the Services to host, download, post, email, store display, upload, modify, publish, transmit, update or share any information including the Customer Data that (A) belongs to any other person and to which you do not have any right; (B) is threatening, tortious, abusive, harmful, harassing, defamatory, violent, obscene, pornographic, vulgar, explicit, paedophilic, libellous, invasive of another's privacy, hateful, racially or ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful or objectionable in any manner whatever; (C) harms minors in any manner; (D) infringes any patent, trademark, copyright or other proprietary rights; (E) violates any law which is in force; (F) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (G) impersonates another person; (H) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.

   2. SubCom shall have the on-going right to monitor and track how you Use the Platform. In addition to all other rights set forth in these Terms, SubCom may suspend your Use of the Platform or provision of Services in the event that SubCom determines any non-compliance with these Terms by you, until such time you are able to provide SubCom with reasonable assurances that you will comply with these Terms.

   3. SubCom shall, upon 7 (seven) days’ prior written notice to you, have the right to audit, either by itself or through a third-party auditor that is subject to written confidentiality obligations, your installation and Use of the Application to determine your compliance with these Terms.

6. Customer Data

   1. You understand that all Customer Data, to the extent permitted by SubCom, is your sole responsibility. This means that you, and not SubCom, are solely responsible for any Customer Data you upload, download, post, e-mail, transmit, store or otherwise make available through your Use of the Platform or the Services. SubCom does not control the Customer Data, nor does it guarantee the accuracy, integrity or quality of such Customer Data. You understand and agree that your Use of the Platform and/or the Services and any Customer Data is solely at your own risk.

   2. SubCom shall adhere to commercially reasonable security measures deemed by SubCom to be appropriate for the commercial deployment of the Platform.

   3. You undertake and agree that you shall procure all the consents and approvals necessary, in order to upload or otherwise use Customer Data in your Use of the Platform and/or Services and to enable SubCom to provide the Services to you using the Customer Data.

7. Third Party Materials

Third Party Materials, if any, with which the Platform interoperates, shall be subject to the specific license terms set forth in the respective license agreements governing such Third Party Materials. To the extent that SubCom has specific license terms agreed upon with the corresponding third parties with respect to one or more items of the Third Party Materials.

8. Free Trial Period and Fees

   1. You shall, at the time of creation of your Account, provide certain payment details including your Payment Method as maybe applicable to facilitate your Use of the Platform and the Services. Your subscription may commence with a free trial of the Platform and Services, at SubCom’s sole discretion. The free trial period (if made available to you) lasts for the period specified during your Account creation process.

   2. SubCom may limit the eligibility or duration of the free trial period to prevent free trial abuse. SubCom reserves the right to revoke the free trial and suspend your Account and your ability to Use the Platform and the Services in the event that SubCom determines that you are not eligible.

   3. SubCom will charge you using your Payment Method based on the Subscription Plan and the Subscription Period that you may choose for the Use of the Platform and the Services including the Add On’s (“Fees”) at the end of the free trial period, unless you cancel your subscription prior to the end of the free trial period. You shall also be charged for those Add On’s that you may choose to avail.

   4. The Fees for your Use of the Platform and Services and any other charges you may incur in connection with the same, will be charged in advance annually, quarterly, half-yearly or monthly (as the case maybe) in accordance with your Subscription Plan and the Subscription Period on the calendar day corresponding to the commencement of Subscription Period.

   5. Notwithstanding anything contained in these Terms, the Fees are exclusive of all taxes thereon. You shall be liable for all transaction taxes on any fees provided under these Terms and supplemental terms (if any) including but not limited to goods and services tax (GST), consumption tax, business tax, service tax, product sales tax and similar taxes.

9. Disclaimer of Warranties

   1. You understand and acknowledge that certain risks are inherent in the transmission of information over the internet. By signing up to these Terms, you have chosen to use the security measures provided by SubCom even though other security measures are available. While SubCom uses industry standard information security measures to protect the Platform and the Service from viruses and malicious attacks, SubCom does not represent or guarantee that the Platform or the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and SubCom disclaims any liability relating thereto to the extent that such loss, corruption, attack, viruses, interference, hacking, or other security intrusion occur despite SubCom using the information security measures. Except as expressly set forth in these Terms, SubCom makes no representation, warranty, covenant or agreement that its security measures will be effective and neither SubCom nor its affiliates shall have any liability for the breach of its security measures, or the integrity of the systems or SubCom’s computer servers, unless caused by the wilful misconduct or gross negligence of its employees.

   2. The Platform and the Services are provided to you on an “as-is” and “as available basis”. Any telecommunication or other links required for the purposes of the Services and your access of the Platform shall be procured by you and SubCom shall have no responsibility for any non-availability or failure of the telecommunications network or other links.

   3. You further acknowledge that the Platform and the Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage.

   4. SubCom has no control over the Customer Data generated through the Use of the Platform. SubCom undertakes no responsibility for any loss that you or any other person may suffer due to any Customer Data uploaded or inputted by your Use of the Platform and Services.

   5. SUBCOM AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM AND EXPRESSLY WAIVE ALL CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF SUBCOM OR THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR OF NON-INFRINGEMENT EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE (LIMITED WARRANTY). IN PARTICULAR, SUBCOM AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE PLATFORM AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE PLATFORM AND/OR THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE.

   6. You hereby agree that any security breaches might involve attacks on the User/your data stored on the Permitted Systems. You shall at all times be responsible for backing up and storing all data, documents and files on the Permitted Systems so the User/you can safely restore them. SubCom shall in no event be liable for any lost, corrupted or damaged files or interruptions as a result of attacks on any of your data stored on the Permitted Systems.

   7. You acknowledge and agree that SubCom does not warrant that the Platform or Services will protect the Permitted System against all security threats or attacks including, but not limited to: (i) improper access by third parties of the Permitted Systems; (ii) hacking of the Permitted Systems; or (iii) loss of data, theft, destruction of or damage to the Permitted Systems by a User or any third party. SubCom shall in no event be liable for security threats or attacks including, but not limited to, improper access by third parties of the Permitted Systems or hacking of the Permitted Systems, provided that SubCom has complied with all its obligations under these Terms.

10. Term, Termination and Suspension

    1. These Terms will come into force on the date of creation of your Account and shall be valid until the termination of expiry of the Subscription Period.

    2. SubCom may terminate these Terms:

       1. 14 (fourteen) days after SubCom gives you notice of your breach of any provision of the Terms which breach you do not cure within the 14 (fourteen) days’ notice period;

       2. immediately, if you have breached your obligations under clause 5 (Prohibited Use) or clause 11 (Confidential Information) or you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors;

       3. 30 (thirty) days after SubCom gives you a notice communicating its intention to terminate these Terms for its convenience; or

       4. in accordance with clause 10(c) below.

    3. In the event your Payment Method fails at the end of the free trial period or you fail to pay the Fees in accordance with the Subscription Plan and the Subscription Period that you have signed up for, SubCom at its discretion shall allow you to Use the Platform and the Services for an additional period of 7 (seven) (“Grace Period”) during which you have the option to make full payment of the Fee that is due. In the event you fail to pay the Fee which is due and outstanding on or before the date on which the Grace Period expires, SubCom shall suspend your Account and your ability to Use the Platform and the Services shall be suspended on and from the date of expiry of the Grace Period. Your Account shall remain suspended 30 (thirty) days from the date of expiry of such Grace Period (“Suspension Period”). However, you shall have the ability to re-activate your Account and access your data during such Suspension Period upon payment of all outstanding Fees and late payment fee calculated at the rate of 10% p.a. (ten percent per annum).

    4. You may terminate these Terms within 30 (thirty) days of you giving SubCom notice of SubCom’s breach of any provision of the Terms and which breach SubCom does not cure within the 30 (thirty) days’ notice period.

    5. Upon termination of these Terms, you shall be under an obligation to pay any Fees due, up till the date of termination and all other sums owed to SubCom including any late payment fees, and the rights granted for Use of the Platform and Services shall automatically cease.

    6. Those provisions, which by their nature are intended to survive the termination of these Terms, shall survive the termination or expiration of these Terms. Notwithstanding any stated in these Terms, SubCom may, at any time, suspend the Services and/or the Platform if in the reasonable opinion of SubCom: (i) you or any or all Users have breached the terms of the Terms; or (ii) such suspension is required for safety purposes or to prevent a security breach; or (iii) to prevent any irreparable damages or losses to SubCom or any other third party; or (iv) if any Fees and/or payments are more than 15 (fifteen) days overdue.

11. Confidential Information

    1. During the Term, the Parties may exchange and/or provide the other Party with access to their Confidential Information. Each Party shall maintain the secrecy of the other Party’s Confidential Information and shall not permit the disclosure or duplication of Confidential Information to any third party other than an employee, agent or representative of the receiving Party who needs such information for the performance of the obligations hereunder. The receiving Party shall ensure that it maintains Confidential Information using security practices and procedures which conform to generally accepted industry standards.

    2. The obligations with respect to the Confidential Information disclosed pursuant to the Terms shall continue to bind the Parties for a period of 3 (three) years following the termination or expiry of these Terms. The receiving Party may disclose Confidential Information where the contemplated disclosure is required by applicable law, provided that, where permitted by applicable law, the receiving Party gives the disclosing Party sufficient notice of the disclosure and the reasonable endeavours to maintain the confidentiality of the Confidential Information and discloses only what it must.

    3. If the receiving Party commits a breach of its obligations related to Confidential Information, in addition to the remedies available to it for breach of contract, the disclosing Party shall be entitled to seek the remedies afforded to it in equity or at law for breach of confidence including injunctive relief without the requirement to post any bond or security.

    4. Notwithstanding anything contained herein, information disclosed pursuant to the Terms shall not be deemed to be Confidential Information if the receiving Party can demonstrate that such information: (i) was publicly available prior to the disclosure of such Confidential Information or is made publicly available by the disclosing Party without restriction; (ii) was rightfully received by the receiving Party from third parties without accompanying secrecy obligations; (iii) was already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party; or (iv) was independently developed by the receiving Party and the same can be evidenced with written records.

    5. On termination of the Terms as provided for in clause 10 above or on request of the disclosing Party, the receiving Party shall return to the disclosing Party, any and all Confidential Information may have been disclosed.

12. Protection of Personal Information

    1. You shall comply with all applicable privacy and data protection laws.

    2. You shall procure and at all times maintain all consents obtained from all persons (including Users) whose PII you provide or otherwise make available to SubCom, for sharing PII with SubCom and SubCom processing the same.

13. Indemnity

You shall defend, indemnify and hold harmless SubCom, its officers, directors, employees and agents, from and against against any and all claims, actions, suits or proceedings, as well as any and all damages, obligations, losses, liabilities, debts, expenses and costs (including reasonable attorneys’ fees), arising out of or accruing from: (i) your violation of applicable laws or regulations; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim made against SubCom in relation to any Customer Data or PII submitted by you. Your indemnification obligation under this clause 13 will survive the termination or expiry of these Terms and your use of the Services.

14. Limitation of Liability

    1. SubCom shall have no responsibility or liability (i) if the Platform and/or the Services are not used in accordance with these Terms and any other supplemental terms and conditions that may apply to your Use of the Platform and/or the Services; or (ii) if any defect is caused by your computing environment, or by interfacing third-party software; or (iii) for any damage or defect or claims arising out of any act or omission not attributable to SubCom.

    2. IN NO EVENT SHALL SUBCOM BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, OR REVENUES, LOSS OF DATA, LOSS OF OPERATION TIME, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THESE TERMS.

    3. THE MAXIMUM AGGREGATE AMOUNT THAT YOU OR ANY PARTY CLAIMING THROUGH YOU CAN RECOVER FROM SUBCOM AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THESE TERMS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED THE TOTAL FEE PAID BY YOU TO SUBCOM IN THE 1 (ONE) MONTH IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM ARISES UNDER THESE TERMS.

15. Assignment

You shall not assign your rights, claims or other entitlements under the Terms without prior written consent from SubCom.

16. Governing Law and Dispute Resolution

    1. These Terms shall be governed by and construed in accordance with the laws of the Republic of India (without regard to its conflict of laws principles) and subject to clause 16(b), the courts at Bangalore, India shall have sole and exclusive jurisdiction over any dispute that may arise with respect to the Terms.

    2. All disputes arising out of the Terms shall be exclusively resolved by arbitration at Bengaluru by a sole arbitrator, mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996 (as amended, supplemented or replaced). The language to be used in arbitral proceedings shall be English. Each Party shall bear its own expenses in the arbitration and shall share equally the costs of the arbitration; provided, however, that the arbitrator may, in its discretion, award costs and fees to the prevailing party. The Parties acknowledge that the arbitral award pronounced by the single arbitrator shall be final and binding on the Parties.

17. Force Majeure

Neither Party shall be liable to the other for failure or delay in the performance of an obligation, excluding payments due, if such failure or delay is caused by an event beyond the Party's control, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible. SubCom may terminate the Terms by giving the other Party a written notice if such condition continues for a period of 30 (thirty) days.

18. Waiver

No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Terms. Further, no waiver shall be effective unless made in writing and signed by an authorised signatory of the waiving Party.

19. Amendments

SubCom may, at its sole discretion, amend the Terms or the supplemental terms from time to time. Unless otherwise set out herein, amendments will be effective upon SubCom’s posting of such updated Terms on https://shepherd.watch. Your continued access or use of the Platform and/or the Services after such posting constitutes your consent to be bound by the Terms, as amended.

20. Severability

If any of the terms in these Terms are held to be invalid, such term shall to the extent of the invalidity be severed from the remaining terms which shall continue to be valid.

21. Notices

All notices and other communications made or required to be given under these Terms shall be in writing and shall be deemed given upon receipt to SubCom at the address as provided for in the title of these Terms and to you at the address provided by you at the time of Account set up.

22. Entire Agreement

These Terms constitute the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes prior written or oral agreements between the Parties.