Terms of Service

Last Updated: April 20, 2024

These Service Terms and Conditions along with any applicable additional terms (“Agreement”) constitute a contract between Mad Route Information Technologies Pvt. Ltd. with office at 3rd Floor, Right Wing, STP Building -1, Crystal IT Park, Indore , M.P. – 452 001 (“KestrelPro – A Mad Route Product/Company”), and you (“Customer”) which govern the Customer’s use of, subscription and access to KestrelPro – A Mad Route Product websites i.e. www.KestrelPro.ai (“Website”) or mobile applications by the name “KestrelPro – A Mad Route Product” (“App”) and products, customer support, discussion forums or other interactive areas or services which KestrelPro – A Mad Route Product wishes to provide, and you wish to have the right to access pursuant to the terms of this Agreement (“Services”).

This Agreement includes and incorporates the orders placed by you for purchasing the Services in written or electronic form . The effective date of this Agreement is the date that Customer’s initial access to the Services through any online registration, provisioning or order process (“Effective Date”).

By accessing or using the Services, including any free Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization, or other entity, you represent that you have such authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with this Agreement, you may not use the Services. By using the Services or the Software, you affirm that you are of legal age to enter into the terms, or, if you are not, that you have obtained parental or guardian consent to enter into the terms.

1. Our Obligations

1.1. Subject to and conditioned on Customer’s payment of Fees and full compliance with this Agreement, KestrelPro – A Mad Route Product grants Customer a non-exclusive, non-sublicensable, non-transferable license during the period of time in which each subscription remains in effect (“Term”) to access and use the Services, in accordance with the documentation KestrelPro – A Mad Route Product may update from time to time in connection with upgrades (“Documentation”). KestrelPro – A Mad Route Product Services are provided for Customer’s commercial use only, not for private use.

1.2. Use of the Services may require Customer to install KestrelPro – A Mad Route Product mobile software (“Software”) on mobile devices or desktops, which use shall be subject to this Agreement. KestrelPro – A Mad Route Product grants Customer a non-exclusive, non-sublicensable, non-transferable license to install and use the Software only in object code form on compatible devices identified in the Documentation, solely for licensed use of the Services during the Term and in accordance with the applicable order confirmation email.

1.3. During the Term, KestrelPro – A Mad Route Product will provide basic support for the Services to Customer as described in this Agreement (“SLA”). KestrelPro – A Mad Route Product will provide the Services in accordance with applicable laws and government regulations. The Services, the SLA, and the Documentation are subject to modification from time to time at KestrelPro – A Mad Route Product’s sole discretion, provided the modifications do not materially diminish the functionality of the Services provided by KestrelPro – A Mad Route Product and the Services continue to perform according to the description of the Services specified in Clause 1.4 below in all material aspects. The Customer shall have the right to terminate the Agreement pursuant to Clause 9.2 below without any penalty if (i) a material modification to the Services, the SLA or the Documentation is made which materially diminishes the functionality of the Services or materially diminishes the SLA; (ii) KestrelPro – A Mad Route Product has not obtained Customer’s consent for such modifications; and (iii) KestrelPro – A Mad Route Product does not provide a remedy in the cure period stated in Clause 9.2 below.

1.4. KestrelPro – A Mad Route Product will make the Services available and the will perform the Services substantially in accordance with the requirements quoted. Notwithstanding the foregoing, KestrelPro – A Mad Route Product reserves the right to suspend Customer’s access to the Services/ subscription immediately (i) in the event that Customer breaches Clause 3 or Clause 9 of this Agreement, or breaches any other provision of this Agreement and fails to rectify that breach within the applicable cure period; or (ii) as it deems reasonably necessary to respond to any actual or potential security or availability concern that may affect Customer. In addition, KestrelPro – A Mad Route Product may, without liability, suspend the Services to some or all of the Users (a) as necessary to prevent an attempted security breach or cyber- attack, (b) in order to protect KestrelPro – A Mad Route Product or its customers systems; or (c) if required by a governmental entity or law enforcement agency. The Customers shall receive notification of such suspension, to the extent and in the manner that KestrelPro – A Mad Route Product provides a notification to its other affected Customers.

1.5. KestrelPro – A Mad Route Product may use data related to the use of the Services by Customer that (i) does not specifically identify Customers, users or third parties, and (ii) is combined with the data of other customers, users or additional data sources (“Aggregated Data”) for the following purposes:

(a) maintaining, improving, and/or analyzing the Services, including analytics and reporting,

(b) complying with legal or contractual requirements,

(c) analyzing and mitigating security risks such as vulnerabilities or networking issues, and

(d) developing, distributing and publishing measures and reports of the Services.

Aggregated Data is not Confidential Information and will not be subject to any confidentiality restrictions or obligations under Clause 5.

2. Customer Responsibilities

2.1. Customer may only use the Services in accordance with the Documentation, applicable laws and government regulations and as explicitly set forth in this Agreement. Customer will cooperate with KestrelPro – A Mad Route Product in connection with the performance of this Agreement as may be necessary, which may include making available such personnel and information as may be reasonably required to provide the Services or support. Customer is solely responsible for determining whether the Services are sufficient for its purposes, including, but not limited to, whether the Services satisfy Customer’s legal and/or regulatory requirements and KestrelPro – A Mad Route Product shall in no way be responsible for the same.

2.2. Customer shall be solely responsible for the accuracy, integrity and legality of any content or data, including personal data as this term is defined in the applicable data protection laws, submitted by or on behalf of Customer towards availing the Services and the output of the Services that incorporates such content or data or is otherwise specific to Customer (“Customer Data”). Customer shall not provide any infringing, offensive, fraudulent, or illegal Customer Data in connection with the use of the Services, and Customer represents and warrants that any content it provides will not violate the intellectual property or data protection rights, among other rights, of any user or third party. KestrelPro – A Mad Route Product reserves the right, in its sole discretion, to delete or disable any Customer Data submitted by Customer that may be infringing, offensive, fraudulent, or illegal. As between the Parties, Customer exclusively owns all right, title and interest in and to all Customer Data and KestrelPro – A Mad Route Product claims no right, title or interest in the Customer Data. Subject to the terms of this Agreement, Customer hereby grants KestrelPro – A Mad Route Product a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and perform and display in Customer’s account the Customer Data solely to the extent necessary to provide the Services to Customer. Further, KestrelPro – A Mad Route Product may periodically access Customer’s account and Customer Data to improve, support, and operate the Services (e.g., for quality assurance, benchmarking, technical support, or billing purposes).

2.3. In connection with the Services, Customer (or its users) may choose to use or procure third- party products or services that are not licensed to Customer directly by KestrelPro – A Mad Route Product (“Third- Party Services”). The Customer’s use of such Third Party Services shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between Customer and the third party. KestrelPro – A Mad Route Product does not endorse or support and is not responsible for, and disclaims all liability with respect to Third-Party Services, including, without limitation, the privacy practices, data security processes, or other policies related to Third-Party Services. Customer agrees to waive any claim against KestrelPro – A Mad Route Product with respect to any Third-Party Services and shall ensure it has purchased or obtained all necessary licenses required to properly access and use Third-Party Services.

2.4. Customer shall use reasonable measures to prevent unauthorized access to or use of the Services and notify KestrelPro – A Mad Route Product promptly upon Customer becoming aware of any such unauthorized access or use. Other than KestrelPro – A Mad Route Product express obligations under Section 7 (Data Protection and Security), KestrelPro – A Mad Route Product assumes no responsibility or liability for Customer Data and the consequences of collecting, submitting and using it within the Services.

2.5. Customer will be fully responsible for all use under Customer’s account and for its users’ compliance with this Agreement. Any breach of this Agreement by a user of the Customer shall be deemed to be a breach by Customer. KestrelPro – A Mad Route Product relationship is with Customer and not individual users or third parties using the Services through Customer. Customer will address all claims raised by its users and third parties using the Services through Customer directly with KestrelPro – A Mad Route Product. Customer must ensure that all third parties that utilize the Services through Customer agree (i) to use the Services in full compliance with this Agreement; and (ii) to the extent permitted by applicable law, to waive any and all claims directly against KestrelPro – A Mad Route Product related to the Services.

2.6. The Customer agrees and undertakes to use the Services and Software responsibly and not misuse the Services and Software.

2.7. You must have: (A) all necessary licenses and permissions to use and share your Customer Data; and (B) the rights necessary to grant the licenses in the Terms.

2.8. The Customer will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim(s), demand(s), loss(es), or damage(s), including reasonable attorneys’ fees , arising out of, or related to:

(A) your Customer Data;

(B) your use of the Services and Software (as applicable);

(C) your interactions with any other users (including Third-Party users); or

(D) your violation of the Terms of this Agreement.

We have the right to control the defense of any violation of the terms of this Agreement subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any matter which arises because of such violation.

3. Restrictions

Customer will not, and will not permit any of its users or any third party to: reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, Software, hardware tokens, or any data related to the Services (except to the extent such prohibition is contrary to applicable law that cannot be excluded by the agreement of the Parties); modify, translate, or create derivative works based on the Services or Software; share, rent, lease, loan, resell, sublicense, distribute, use, copy, host, stream or otherwise transfer the Services or Software for time-sharing or service bureau purposes or for any purpose other than its own use, build a competitive product or service; attempt to gain unauthorized access to restricted aspects of the Services; publicly disseminate Services performance information or analysis, including without limitation benchmarks, except with KestrelPro – A Mad Route Product prior written consent; or use the Services or Software other than in accordance with this Agreement and in compliance with applicable law. The Customer must not use the Services and Software without, or in violation of, a written license or this Agreement with the KestrelPro – A Mad Route Product. The Customer must not offer, use, or permit the use of or access to the Services and Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time sharing basis, as a part of a hosted service, or on behalf of any third party. The Customer must not access or attempt to access the Services and Software by any means other than the interface KestrelPro – A Mad Route Product provides or authorizes. The Customer must not share or generate any Content or engage in behaviour that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libellous, vulgar, lewd, invasive of another’s privacy, hateful, or otherwise objectionable. The Customer must not artificially manipulate or disrupt the Services and Software. The Customer must not manipulate or otherwise display the Services and Software by using framing or similar navigational technology. The Customer must not place an advertisement of any products or services in the Services except with our prior written approval.

4. Payment of Fees

KestrelPro – A Mad Route Product shall invoice Customer for the number of users at the subscription rate and payment terms specified in the written communication exchanged between the Parteis regarding the Customer’s purchaser of the Services and in accordance with the pricing plans provided by the Company, prorated for the remainder of the then-applicable subscription Term (“Fees”). For any future subscription Term, the number of users and applicable fees will reflect any subscription upgrades.

From time to time, we may change the price of Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Services unless you have opted for a paid subscription plan.

5. Confidentiality

5.1. The term “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in any form (written, oral, etc.) that is marked as confidential or that should be reasonably understood to be confidential given the nature of the information and the circumstances of the disclosure, including, without limitation: trade secrets; technology and technical information (intellectual property, inventions, know- how, ideas, and methods); business, financial, and customer information (including Customer Data and Customer personal data); pricing, forecasts, strategies, and product development plans; and/or the terms of this Agreement. However, Confidential Information shall not include any information that (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; or (ii) was in its possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.

5.2. Each party understands that the Disclosing Party has or may disclose Confidential Information in connection with this Agreement, but that the Receiving Party shall receive no rights in, or licenses to, such Confidential Information. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside of the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party agrees: (i) to not disclose Confidential Information to any third party other than those of its employees, contractors, advisors, investors, and potential acquirers (“Representatives”) with a need to have access thereto and who have entered into non-disclosure and non-use agreements applicable to the Disclosing Party’s Confidential Information, and (ii) to use such Confidential Information solely as reasonably required in connection with the Services and/or this Agreement. Each Party agrees to be responsible for any breach of this Agreement caused by any of its Representatives. The Receiving Party further agrees to take the same security precautions to protect against unauthorized disclosure or unauthorized use of such Confidential Information of the Disclosing Party that the Party takes with its own confidential or proprietary information, but in no event, will a Party apply less than reasonable precautions to protect such Confidential Information. Each Party acknowledges that the use of such precautions is not a guarantee against unauthorized disclosure or use.

5.3. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information as required in response to a request under applicable open records laws or pursuant to any judicial or governmental order, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party reasonable prior notice to contest such a disclosure. For the avoidance of doubt, Customer acknowledges that KestrelPro – A Mad Route Product utilizes the services of, and Customer may request additional services from, certain third parties in connection with KestrelPro – A Mad Route Product provision of the Services (such as data hosting, telephone service providers, and Customer’s Third-Party Services providers) and such third parties will have access to Customer’s Confidential Information, including Customer Data and Customer Personal Data in accordance with this Agreement.

5.4. Each Party agrees that, upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party, or provide written certification of the destruction of, all Confidential Information of the Disclosing Party, including all Confidential Information contained in internal documents, without retaining any copy, extract, or summary of any part thereof. Notwithstanding the foregoing, a Receiving Party may retain copies of Confidential Information solely to the extent necessary for purposes of such party’s ordinary course of business internal document retention and backup requirements and procedures, provided that such Confidential Information shall remain subject to the terms and conditions of this Agreement for so long as it is dated.

5.5. Customer acknowledges that KestrelPro – A Mad Route Product does not wish to receive any Confidential Information from Customer that is not necessary for KestrelPro – A Mad Route Product to perform its obligations under this Agreement, and, unless the Parties specifically agree otherwise, KestrelPro – A Mad Route Product may reasonably presume that any unrelated information received from Customer is not Confidential Information, unless such information is marked as “Confidential”.

6. Intellectual Property Rights; Ownership

Except as expressly set forth herein, KestrelPro – A Mad Route Product alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services and/or the Software, which are hereby assigned to KestrelPro – A Mad Route Product. Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement. As between the Parties, KestrelPro – A Mad Route Product owns all Aggregated Data. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights. Except as stated in the Agreement, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. This means you may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. We reserve all rights not granted under the Agreement.

7. Data Protection and Security

We respect Customer’s right to ownership of content created or stored by them. Customer owns the content created or stored by them. Unless specifically permitted, Customer’s use of the services does not grant KestrelPro – A Mad Route Product the license to use, reproduce, adapt, modify, publish or distribute the content created by customer or stored therein user account for KestrelPro – A Mad Route Product commercial, marketing or any similar purpose. But you grant KestrelPro – A Mad Route Product permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

8. Indemnification

8.1. For Customers enrolled in any form of Services requiring the payment of Fees, KestrelPro – A Mad Route Product shall indemnify and hold Customer harmless from liability to third parties resulting from infringement by the Services of any patent or any copyright or misappropriation of any trade secret, provided KestrelPro – A Mad Route Product is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; KestrelPro – A Mad Route Product will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by KestrelPro – A Mad Route Product; (ii) resulting in whole or in part from Customer specifications; (iii) that are modified after delivery by KestrelPro – A Mad Route Product; (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of Services is not strictly in accordance with this Agreement and all related Documentation. If KestrelPro – A Mad Route Product receives information about an actual or alleged infringement or misappropriation claim that would be subject to indemnification rights set forth in this Section 8, KestrelPro – A Mad Route Product shall have the option, at its expense, to (i) modify the Software to be non-infringing or (ii) obtain a license for Customer to continue using the Software. If KestrelPro – A Mad Route Product determines it is not commercially reasonable to perform either of the above options, then KestrelPro – A Mad Route Product may at its option elect to terminate the license for the Services and refund the unearned portion of any prepaid subscription Fees, prorated on a monthly basis. This Clause states Customer’s sole and exclusive remedy for infringement, misappropriation, and/or claims alleging infringement or misappropriation. KestrelPro – A Mad Route Product obligations under this section 8 do not apply to customer’s use of free Services.

8.2. Customer will indemnify KestrelPro – A Mad Route Product from all damages, costs, settlements, attorneys’ fees, and expenses related to any claim related to Customer’s breach of Clause 2 “,“Customer Responsibilities,” Clause 3 “Restrictions,” Clause 5 “Confidentiality”, Clause 6 “Intellectual Property Rights & Ownership,” and Clause 7 “Data Protection.” Without limitation, Customer shall defend and indemnify KestrelPro – A Mad Route Product against any claim made or brought against KestrelPro – A Mad Route Product by a User or a third party arising from Customer’s provision or collection of Customer Data, including Customer Personal Data, in violation of applicable law or third party rights.

9. Termination

KestrelPro – A Mad Route Product reserves the right that it may suspend Customer’s user account or temporarily disable access to whole or part of any Services in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension   or   disabling   of   user   accounts   should   be   made to info@kestrepro.ai/support@ within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the services upon reasonable belief that you have violated the terms of this Agreement and to terminate your access to any beta service in case of unexpected technical issues or discontinuation of the beta service.

10. Warranties and Disclaimer of Additional Warranties

10.1. For Customers enrolled in any form of Services requiring payment of Fees, KestrelPro – A Mad Route Product represents and warrants that it will not knowingly include, in the Services released to Users and provided to Customer hereunder, any computer code or other computer instructions, devices, or techniques, including without limitation those known as viruses, disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program, or computer system or any component thereof, including its security or Customer Data. If, at any time, KestrelPro – A Mad Route Product fails to comply with the warranty in this Section 10.1, Customer may promptly notify KestrelPro – A Mad Route Product in writing of any such non-compliance. KestrelPro – A Mad Route Product will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable correction plan is not established during such period, Customer may terminate this Agreement and receive a refund of any prepaid but unearned subscription Fees, prorated on a monthly basis, as its sole and exclusive remedy for such noncompliance. This provision does not apply to Customer’s use of free Services.

10.2. Except as explicitly provided in this Clause 10, the Services and KestrelPro – A Mad Route Product Confidential Information and anything provided in connection with this agreement are provided “as-is,” without any warranties of any kind. KestrelPro – A Mad Route Product hereby disclaims for itself and its suppliers all warranties, express or implied, including, without limitation, all implied warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, title, and non- infringement.

10.3. Each Party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) its performance of this Agreement will not conflict with any obligations it has to third parties.

11. Limitation of Liability

You agree that KestrelPro – A Mad Route Product shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage Whatsoever or for loss of business profits, business interruption, Computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if Kestrel Pro has been advised of the possibility of such damage. Kestrel Pro’s entire liability to you in respect of any service, whether direct or indirect, will not exceed the one month fees paid by you towards such service. Unless stated in any additional terms, in no event shall the Company be liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services and Software. Nothing in this Agreement limits or excludes our liability for gross negligence, intentional misconduct of the Company or its employees, death, or personal injury. Our total liability in any matter arising out of or related to the Agreement is limited to the greater of (A) one-month fee; or (B) the average of aggregate amount that you paid for access to the Services and Software during the three-month period preceding the event giving rise to the liability. Our suppliers will have no liability in any matter arising out of or related to the Agreement. These limitations and exclusions in this Clause 11 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) the Parties knew or should have known about the possibility of damages. The Agreement sets forth the entire liability of the Company as well as your exclusive remedy with respect to access and use of the Services and Software.

12. Government Matters

12.1 Export. Notwithstanding anything else in this Agreement, Customer may not use, or provide to any person or export or re-export or allow the export or re-export of the Services or anything related thereto or any direct product thereof, in violation of any restrictions, laws, or regulations. Each party represents that it is not named on any government denied-party list anywhere in the world.

12.2 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any KestrelPro – A Mad Route Product employee or agent in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer will promptly notify KestrelPro – A Mad Route Product.

13. Miscellaneous

13.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

13.2. Assignment. This Agreement is not assignable, transferable, or sublicensable by Customer except with KestrelPro – A Mad Route Product prior written consent, which shall not be unreasonably withheld. KestrelPro – A Mad Route Product may transfer and assign any of its rights and obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

13.3. No Third-Party Beneficiaries. Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of this Agreement. No entities other than KestrelPro – A Mad Route Product and Customer may terminate, rescind, or agree to any modification, waiver, or settlement with respect to this Agreement.

13.4. Entire Agreement; Amendment. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers, amendments, and modifications must be in writing signed by the party against whom the waiver, amendment, or modification is to be enforced. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind KestrelPro – A Mad Route Product in any respect whatsoever.

13.5. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. KestrelPro – A Mad Route Product may provide notice using the contact information provided on the Website.

13.6. Force Majeure. Any delay or failure in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay or failure is due to a labor dispute, fire, earthquake, flood, or any other event beyond the reasonable control of a party, provided that such party promptly notifies the other party thereof and uses reasonable efforts to resume performance as soon as possible. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to the KestrelPro – A Mad Route Product) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

13.7. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Madhya Pradesh, India, without regard to its conflict of laws provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be settled by arbitration in Indore, Madhya Pradesh, India. The arbitration shall be conducted in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996, or any successor legislation thereof. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties or, failing such agreement, appointed by the High Court of Madhya Pradesh. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof. The seat and venue of the Arbitration shall be Indore, Madhya Pradesh. The parties hereby waive any objections to such jurisdiction or venue. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of the arbitration proceedings. The arbitration proceedings and any related documents or information shall be kept confidential by the parties and may not be disclosed to any third party without the prior written consent of the other party, except as required by law or to enforce or challenge the arbitration award.

13.8. Publicity. Customer agrees to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by KestrelPro – A Mad Route Product. During the Term and for thirty (30) days thereafter, Customer grants KestrelPro – A Mad Route Product the right, free of charge, to use Customer’s name and/or logo worldwide, to identify Customer as such on KestrelPro – A Mad Route Product website or other marketing or advertising materials. For clarity, this Section 13.8 does not include the use by KestrelPro – A Mad Route Product of Customer Personal Data for marketing or advertising purposes.

13.9. Counterparts. This Agreement may be executed in counterparts (including execution by electronic signature, pdf or other electronic transmission), each of which will be deemed an original and legally binding and all of which together will be considered one and the same agreement.