1. Services.

The Service Provider shall provide the Services to the Buyer in accordance with the terms and conditions of this Agreement. This Agreement is not a work-for-hire agreement. Service Provider shall perform the Services as an independent contractor. Employees of Service Provider are not intended to be, and will not be considered employees of the Buyer. Service Provider will not be under the supervision of Buyer except to the limited extent of being responsible to the Buyer for the results to be accomplished in performing the Services. Buyer will not supervise Service Provider or Service Provider’s employees regarding the technical means or manner by which the Services will be performed.

Following terms are applicable to all the service plans:

Codeyo.cloud are the experts in working with servers during an emergency. Our experience in the subject has helped us to maintain 9/10 success rates. However the numbers in the past is no guarantee for the successful completion of the work in future.

a. By signing up for the plan, buyer authorizes service provider to charge their card or initiate any other form of payment, for any number of hours that are required to handle the task. Buyer hereby authorizes service provider to charge for any variation in the initial and follow-up estimates . The buyer shall be charged for the hours of work irrespective of success.

b. Buyer also authorizes service provider to make judgment about the time taken to complete the task. Buyer authorizes service provider to decide on payments schedule which is pre-payment or interim payment or post-payment in nature.

c. The time spent on studying and research shall be considered as billable hours. Time spent for checking logs & recreating issues is billable.

d. Sub-tasks, if any shall also be billed. Billing is based on each sub-task and not on final output.

e. Emergency task do not guarantee immediate resolution or issue resolution. Feasibility check about issue resolution is billable.

f. Provider can not give any kind of guarantee or assurance about quality & quantity of recovered data.

g. Solutions applied could get nullified or issues fixed could reappear due to change in server environment. Additional billable time will be used for such tasks.

h. If server or website is found as not in compliance with Codeyo.cloud AUP, work will be suspended immediately.

i. The liability of the service provider is limited to the cost paid by the buyer for the services only and the maximum liability of such sort is limited to the refund of the costs to the buyer.

j. The documentation of solution or the technical summary is purely the intellectual property of the service provider and is not obliged to send it to the buyer. The communication of this sort via email, chat or phone is violation of agreement.

k. The pricing of the plan is as per buyer’s cart and is susceptible to change if the plan is changed by the buyer.

cPanel Migration Service

• Only the standard migration process as supported by the cPanel migration tools is included in this package. cPanel tool limitations such as DB import failure due to version differences, failure to detect hard-coded system paths, etc. are not covered in this plan. These will require per account code changes by a hosting expert, and will require purchase of additional service credits.

• DNS change of domains using local DNS (destination server as DNS server) is included in migration packages. Additional service credits will have to be procured to support non-standard migration conditions like external DNS changes and domain registrar changes.

• File or database copy from the old server after the initial copy is possible only of destination server or control panel provides such a re-synchronisation option. In case if the destination server or control panel does not have a provision to re-synchronise objects like files or database or email from the old server, such assistance will require manual intervention, and additional service credits will have to be procured to support such non-standard migration conditions.

• Only standard software provided with control panel will be included in migration package. For custom non-standard software installations and configuration, additional service credits will have to be procured to avail assistance required to handle such non-standard migration conditions.

• Backup configuration of the new system is not included in any server migration package. If backups configuration is required in the new server, it should be requested separately. Additional service credits will have to be procured to avail assistance required to handle such non-standard migration conditions.

Server Management plans

Server management plans cover all ongoing server monitoring & maintenance services. It includes VM management, AWS cloud server management, and others. These terms are applicable to all such service plans:

• Server management plan is a server management, monitoring and maintenance plan.

• Server management plan will monitor the server and fix any server issues like service error, raid error etc. Monitoring of server does not include all services and all hardware (eg: RAID, RAM) in the server. Monitoring available for a server may vary based on available tools to monitor services, the hardware of the server, and compatibility of service/hardware with the monitoring system. Monitoring is done based on periodic checks, so there could be a gap between an occurrence of an incident in server and detection of the incident. The server management plan includes monitoring of 1 websites or 1 Web APP per server. Monitoring of additional websites or web APP is provided at a rate at an applicable additional monthly charge per website.

• Server management plan ensures the security of server by protecting it from various threats denial of service attacks, spamming etc. While we strive to mitigate all possible threats to the server as quickly as possible, certain factors like websites running, OS version, type of services running, nature of server access by different server administrators etc may affect server security.

• Server management plan monitors available OS updates and arranges update installations. Sever updates are installed after getting your confirmation to ensure that you can take necessary precautions & arrangements with your users about any possible issues after server update.

• Server management plan ensures optimum performance of services running on the server. Server & website performance depends on many factors like server hardware, software running, network performance, type of users, number of users etc.

• Server management plan maintains the proper backup of the server to use in the event of any data loss. Codeyo.cloud do not keep any backups, we would just assist you to configure, monitor & maintain a backup. Backups integrity is measured based on various parameters like backup date, backup size etc. However, these parameters may not reliably represent suitability of a backup to be used for a certain purpose.

• Server management plan is built to provide high service uptime, maximum server security & best data integrity. Server management plan does not cover website level tasks like website migrations, website level errors, website FTP issues, website level email issues, website level DNS changes etc, SSL management. Server management plan does not cover additional software installations. Server management plan does not cover code debugging, code changes, CMS upgrades etc. These tasks not included in the server management plan are covered in On Demand Server Administration Addon at an applicable hourly rate.

• All tasks in Unlimited (Limitless) server management plans are completed using service credits. The monthly Unconditional plan provides 10 tickets per month(irrespective to time it does take to resolve the ticket). If tasks in the servers in a monthly Unconditional plan require more than 10 tickets of work in a month, charges will be applied based on applicable hourly rate of the plan. The annual Unconditional plan provides 120 tickets in a year.

• All the recommended actions from the Codeyo.cloud support team shall be approved so that we can implement them in a reasonable time to resolve the recurring issues affecting monitored servers and services. If Codeyo.cloud does not get approval for these actions, Codeyo.cloud may stop monitoring such servers and services to ensure the reliability of its monitoring services.

2. Delivery of the Services.

Should Buyer fail to provide Service Provider with information necessary for Service Provider to begin performance of the Services, Service Provider shall have no responsibility to begin to provide the Services by the date of agreement, and shall only be obligated to do so when Buyer provides all necessary information.

Accuracy Disclaimer: Buyer is solely responsible for the accuracy and integrity of any data provided by Buyer, or Buyer’s customers, to Service Provider. Service Provider may rely on this information, and in addition may provide links to other Services Intellectual Property (as that term is defined in this Agreement) or any Internet sites or resources it believes are within the definition of Services. Service Provider does not endorse and is not responsible for any data, software, or other content available from such sites or resources. Buyer acknowledges and agrees that Service Provider shall not be liable for any damage or loss relating to Buyer, or Buyer’s customer’s, use of or reliance on such data.

3. Manner of Performing Services.

The Service Provider will supply all tools and materials necessary for the performance of the Services. Service Provider may perform the Services offsite of the Buyer’s worksite and in any location that Service Provider may choose in its sole discretion. Service Provider intends to access the Buyer’s computer and information systems via access codes that Buyer will provide to Service Provider (such as SSH keys, password authentication, etc.). The Buyer may remove such access codes after service provision, or request the Service Provider to remove it. Service Provider shall determine the particular manner, mode and method of performing the Services, but Service Provider will ensure that its employees are available during Buyer’s regular business hours to meet and confer with Buyer or Buyer’s employees and agents about the Services.

4. Quality Verification System.

The Service Provider has instituted an internal quality verification system (“Quality Verification”) to rate and improve its performance of the Services. Quality Verification shall be used by Service Provider to evaluate the personnel and methods related to performance of the Services. Buyer may request in writing that certain items particular to the Services be included in the Quality Verification. Such request will be reviewed in good faith by Service Provider, however, the decision to include the request in the Quality Verification shall be made in the sole discretion of the Service Provider. The results of such Quality Verification are intended for Service Provider’s internal purposes; such results may be provided to the Buyer only at Service Provider’s discretion and shall be Confidential Information.

5. Term and Termination.

The services can be canceled only after the completion of 3 months of paid services. Once canceled the balance available hours will get lapsed. To use these hours, the subscription plan needs to be purchased again. In such case it will be considered as a new signup and available hours before the cancellation will be credited to the account. Irrespective of the changes, the validity of the hours will remain the same, i.e 12 months from the date of purchase.

If the payment is not made in advance as the work progresses, the service provider will terminate the services without any further notifications.

6. Service Provider Employees; Indemnification.

Service Provider and Service Provider’s employees shall not be considered under this Agreement or otherwise to be employees of Buyer or to be eligible for any benefits provided to Buyer’s employees. Service Provider shall be responsible to pay all applicable statutory benefits to its employees. Service Provider shall maintain sufficient insurance to protect itself from worker’s compensation and other disability claims by its employees, and from claims based on any property damage or bodily injury, sickness, or death of Service Provider’s employees or of any other person which arises out of any act or failure to act of Service Provider or Service Provider’s employees or agents. Service Provider shall indemnify and hold Buyer harmless to the extent of any obligation imposed by law on Buyer to pay withholding, social security, unemployment or disability insurance, worker’s compensation, or similar levies, taxes, or claims in connection with this Agreement on account of Service Provider’s agents or employees. Service Provider shall indemnify and hold Buyer harmless against all claims, losses, liabilities, damages, and expenses, including attorney’s fees, arising out of or resulting from any action brought against Buyer based on any property damage or bodily injury, sickness, or death of any of Service Provider’s employees or any other person which arises out of any act of or failure to act by Service Provider or Service Provider’s employees or agents.

7. Confidentiality.

Both Parties acknowledge that during the contract term they may obtain access to confidential information about the other Party’s business, including, but not limited to computer programs, inventions, drawings, notes, writings, experimental work, business strategies and/or corporate know-how (“Confidential Information”). The Parties agree to use reasonable care and adequate measures to protect the Confidential Information from disclosure. The Parties agree not to make known, or permit such Confidential Information to be made known, to any person or entity who has not agreed in writing with the other Party to protect such Confidential Information. In the event that a Party is required by law to disclose the Confidential Information, such Party’s compliance with such lawful legal process shall not constitute breach of this Agreement. The receiving Party retains the right to disclose the Confidential Information pursuant to the requirements of a governmental agency or operation of law. If legally permissible and to the extent possible, the receiving Party will give prior notice to the disclosing Party of such disclosure, so that disclosing Party, at disclosing Party’s discretion, may seek confidential or protected status for such Confidential Information. If notice to disclosing Party is not legally permissible, receiving Party shall use reasonable efforts to receive confidential or protected status for such Confidential Information. This clause shall survive the termination of this Agreement and continue for a period of two years. Upon termination of the Agreement, the Parties agree to return or destroy all Confidential Information received from the other Party.

8. Intellectual Property Rights.

Ownership: The term “Intellectual Property” includes, but is not limited to any and all ideas, processes, trademarks, service marks, copyrights, patents, trade secrets, know-how, original works of authorship, inventions, technology, computer hardware and software, designs, formulas and all rights and improvements related to the foregoing that are conceived, developed or reduced to practice by Service Provider. Service Provider agrees that Buyer is the owner of all right, title and interest in the Intellectual Property created for the specific and sole purpose of providing the Services for Buyer (the “Services Intellectual Property”). Buyer shall also have the right to the files, including input and output materials, and documentation related to the Services Intellectual Property, such as media upon which any such computer programs, files and documentations are stored (including tapes, disks and other storage media). Buyer agrees that all rights, title and interest in the Intellectual Property owned by Service Provider prior to and/or independent of its performance of the Services for Buyer remain with the Service Provider. This Agreement does not grant Buyer any right or interest in Service Provider’s pre-existing Intellectual Property, regardless of whether such property is related to the Services or incorporated into the Services Intellectual Property.

9. Service Provider’s Warranties; Indemnification.

Service Provider warrants that it has the qualifications and ability to perform the Services in a professional manner, without supervision by Buyer, and that neither it nor its employees, if any, is under any obligation inconsistent with the terms and conditions of this Agreement. Service Provider warrants that Service Provider owns all copyrights and trade secrets in and to the Services or possesses sufficient rights there under to execute and perform this Agreement, and to Service Provider’s best knowledge, without investigation, the Services do not infringe any copyright or patent owned by a third party. Buyer warrants and represents to Service Provider that it has the right to provide to Service Provider all information and data necessary for Service Provider to perform the Services during the term. Buyer specifically warrants and represents to Service Provider, that it is in compliance with all laws governing the information to be provided to Service Provider and that it has secured all necessary permissions and authorizations to provide personally identifiable information, credit card information and intellectual property to Service Provider. Buyer further represents and warrants that no export licenses are required for Service Provider to access, process or retain any information provided by Buyer or its customers; (ii) for contracts governed by the laws of the United States only, Buyer warrants and represents that any such information is not governed by the Health Insurance Portability and Accountability Act, the Sarbanes-Oxley Act or the Gramm-Leach-Bliley Financial Services Act, or any amendments thereto. Other than set out in the paragraph entitled “Service Provider Warranties” Service Provider makes no warranties, and any implied warranties are expressly disclaimed.

THE SERVICE(S) ARE PROVIDED AS-IS. BUYER’S USE OF THE SERVICE(S) IS AT ITS OWN RISK. SERVICE PROVIDER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICE(S), WILL MEET ANY OR ALL OF BUYER’S EXPECTATIONS; WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY BUYER; OR THAT THE OPERATION OF THE SERVICE(S) WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. NO EMPLOYEE, OR AGENT IS AUTHORIZED TO MAKE ANY WARRANTY ON SERVICE PROVIDER’S BEHALF. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) LOST PROFITS; (II) LOSS OF BUSINESS; (III) LOSS OF REVENUES (EXCEPT THAT CUSTOMER SHALL BE LIABLE FOR ANY SERVICE FEES OR OTHER AMOUNTS OWED TO SERVICE PROVIDER UNDER THIS AGREEMENT); (IV) LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA; (V) ANY CONSEQUENTIAL OR INDIRECT DAMAGES; OR (VI) ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OTHER TYPE OF DAMAGES OTHER THAN DIRECT DAMAGES. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO BUYER IN THE AGGREGATE WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIM OF LIABILITY UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY BUYER TO SERVICE PROVIDER DURING THE THREE MONTH PERIOD PRECEDING A CLAIM GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; BUYER AGREES THAT IN THOSE JURISDICTIONS SERVICE PROVIDER’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

10. Solicitation of Employees.

The Parties hereby undertake that during the term of this Agreement and for the period of eighteen (18) months after termination of the Agreement, whether with or without cause, they shall not either directly or indirectly solicit, induce, recruit or encourage any of the other Party’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the other Party either for their own company or for any other person or entity, or enter into any contract with any employee of the other Party.

11. Limitation of Service Provider’s Liability; Indemnification.

The liability of the service provider is limited to the cost paid by the buyer for the services only and the maximum liability of such sort is limited to the refund of the costs to the buyer. Buyer agrees to indemnify, defend and hold harmless Service Provider, its parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to

i. Buyer’s use of the Service;

ii. any violation by Buyer of any of Service Provider’s policies;

iii. any breach of any of Buyer’s representations, warranties or covenants contained in this Agreement;

iv. Services Provider’s use of any Services Intellectual Property; and/or

v. any acts or omissions by Buyer. The terms of this section shall survive any termination of this Agreement. For the purpose of this paragraph only, the term “Buyer” as set out in subparagraph’s (i) through (iii) and (v) include Buyer and its customers. Buyer acknowledges that its customers (“Third Party Customers”) may be the end-users of the Services and/or products resulting from the Services. Both Parties agree that this Agreement does not create any relationship, enforceable rights or obligations between the Service Provider and Third Party Customers. Buyer agrees to indemnify Service Provider for any claims, demands, losses, liabilities, damages and expenses, including attorney’s fees, based on Third Party Customers’ use of the Services and/or products resulting from the Services.

12. Notices.

Notices shall be in writing and shall be given by personal delivery, by deposit in the mail, certified mail, return receipt requested, postage prepaid, by facsimile transmission or by express delivery service, freight prepaid, in each case by delivery to Buyer and Service Provider at the addresses set forth below or at such other address as a Party may designate in writing. The date notice is given and received shall be

i. the date on which the notice is delivered, if notice is given by personal delivery or by deposit with an express delivery service;

ii. three days after the date of deposit in the mail if the notice is sent through government mail service, or an internationally recognized overnight express carrier mail; or

iii. the date of transmission if sent by facsimile (with confirmed delivery) before 5:00 p.m. New York time on a business day (or on the next business day if sent after 5:00 p.m. or on a non business day).

Invoices for the Services may be delivered to Buyer by email at the address(es) listed below and shall be deemed to be delivered one (1) business day following submission of such email for delivery to the address(es) listed below. Buyer agrees that Service Provider may reasonably rely upon the email address(es) listed below for the delivery of invoices and that it is Buyer’s obligation to keep such address(es) current by providing Service Provider written notice of any changes. Any obligation of Buyer set out herein shall not be excused by its failure to receive notice due to Buyer’s failure to inform Service Provider in writing of a change to that address.

13. Governing Law; Venue and Jurisdiction; Sever ability.

In the event that there is a dispute arising out of or in connection with this Agreement, the parties will attempt in good faith to promptly resolve any such controversy or claim through negotiations between executives of the parties, before resorting to other remedies available to them. Notwithstanding the foregoing, either party may pursue any legal or equitable remedies available to it in any court of competent jurisdiction if the dispute involves threatened or actual breach of their intellectual property rights, or those related to non solicitation or confidentiality. This Agreement shall be governed by Indian law without regard to its conflicts of laws provision. Venue for any suit under this agreement shall be the Superior Court of Ludhiana, Punjab, if brought in state court, or the District Court for the District of Ludhiana, if brought in High court. Each Party to this Agreement agrees that such courts will have jurisdiction over the Parties, and waives their right to a trial by jury. Any order of such courts will bind the Parties to this Agreement and their successors and assigns, and neither shall contest notice from such a court. If any provision of this agreement is found by a Court of competent jurisdiction to be unenforceable, the remainder of the Agreement shall continue in full force and effect.

14. Force Majeure.

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. If such delay or failure continues for at least seven days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other. This clause shall not apply to the timely payment by Buyer to Service Provider of any monetary amounts due under this Agreement.

15. Waiver.

No waiver of any provision of this Agreement or of any right or remedy provided by this Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy provided by this Agreement will constitute a waiver of any other right or remedy, or future exercise thereof.

16. Attorney’s Fees.

If either Party brings an action to enforce the terms of this Agreement or declare rights under this Agreement, the prevailing Party in the final adjudication of any such action, on trial or appeal, shall be entitled to its costs and expenses of suit, including, without limitation, its actual attorney’s fees, to be paid by the losing Party as fixed by the court.

17. Personal Data and GDPR compliance.

In compliance with the European Framework for handling Personal Data that comes into force from april 1st 2015, the Service Provider ascertains that all Personal Data collected by us, is stored in secure internal infrastructure located in India and USA.

The contact information that the Service Provider needs to collect for meeting the business requirements are:

• Name, Address, Location and email-id : For legal requirements like signing SLA and NDA.

• Professional designation, Phone number, Chat-id, email-id : For communicating with the Buyer or Buyer’s representatives, while doing the business. Such communication include day-to-day communication on tasks being handled by the Service Provider, periodic feedback collection, occasional marketing emails etc.

• Payment details : For billing requirements.

The Service Provider recommends using official contact information for establishing the business relationship. Using personal contact information for this purpose is solely at the discretion of the Buyer. By submitting your Personal Data, the Buyer agrees to accept this arrangement. The Service Provider will take all reasonable and necessary steps in storing the Buyer’s Personal Data complying with the Terms of the GDPR. The Service provider being a ISO 27001: 2013 information security compliant company since 2008, already has the necessary systems in place for the same.

The Service Provider may have access to the personal information of Buyer’s clients if it is stored in Buyer’s system. Further, the Service Provider may have to store the accessed data as part of service delivery as well as meeting statutory, legal or business requirements of the Service Provider.

The Service Provider certifies that all the activities done by the Service Provider’s employees with access to this information are logged in our servers for quality verification and to comply with the ISO 27001:2013 requirements. This includes, but is not limited to, server terminal activities, chat transcripts, email communication, notifications from support helpdesk, alerts, emails to end customers send via support helpdesk and any other activity which can be classified as work record, for the work done for the Buyer. The work records will be retained in the Service Provider’s internal servers for a period of ten years with access restricted to selected employees, to meet the Service Provider’s business requirements.

In the event there are more than one point of contact or representatives from the Buyer, the Service Provider may add them as contacts in the Service Provider’s portal. The Buyer can login to the portal and change the information stored, or can contact the Service Provider to make necessary changes. By submitting the contact details for another person, the Service Provider assumes that the Buyer has obtained the consent of the person.

If the Buyer would like the Service Provider to delete the personal Information of the Buyer or their clients from the internal records, the Buyer may send an email to [email protected] which will be responded to within a reasonable time. The Service Provider may be required to retain certain information as per local government requirements and/or for own legitimate business purposes. To protect your privacy, we will require you to prove your identity before granting access to, or agreeing to update, correct or delete your Personal Information and we will only implement requests with respect to Personal Information about you (not anyone else). The service provider maintains backup archives with retention policy designed for each system, based on the business requirement. The Service Provider will have the Buyer’s data in backups for the retention period designed for the system, after it has been removed from the production systems. This data will never be restored back to production systems and the access to the backup is restricted.

Service Provider as Processor

The Buyer should inform the Service Provider if any additional procedures need to be implemented, for the Buyer to ensure GDPR compliance subject to reasonable requirements ( ref. GDPR Article 28), without which the Service Provider will follow their own policies.

By signing this document, you confirm that you are above 16 years of age and are eligible to sign a legal document.

Note: codeyo Inc is the service provider and “buyer” is the buyer of emergency services plan of Codeyo.cloud.com . Service Provider and Buyer are collectively referred to as the “Parties” and singularly as a “Party.”