Terms and Conditions

Last Updated: May 16, 2025

WE MAY FROM TIME TO TIME MAKE CHANGES TO THIS AGREEMENT BY POSTING THE UPDATED TERMS AND CONDITIONS AT HTTPS://WWW.BPRHUB.COM/TERMS-AND-CONDITIONS OR A SUCCESSOR SITE DESIGNATED BY US. WE WILL ALSO POST A NOTICE OF THE CHANGE AT THE BOTTOM OF OUR WEB PAGE WITH A HYPERLINK THERETO. WE WILL SEND YOU AN EMAIL DESCRIBING ANY MATERIAL CHANGES. PLEASE REGULARLY REVIEW THESE TERMS AND CONDITIONS. YOUR CONTINUED USE OUR SERVICES AFTER ANY UPDATE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

This Agreement  is a legally binding agreement between you (the “Customer”, “you”, or “your”) and BPR Hub Private Limited (“BPR Hub”, “Company”, “we”, “us”, “our”) to govern your use of BPR Hub’s Platform and associated Services (each as defined below). BPR Hub and the Customer are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at support@bprhub.com.

BY ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THIS AGREEMENT CONTAINs A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

Capitalized terms not defined herein shall have the same meaning ascribed to them under our Privacy Policy or Terms of Use.

1. DEFINITIONS

1. “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Platform and Services.

2. “Affiliate” means, with respect to Customer or BPR Hub, any entity that controls, is controlled by, or is under common control with Customer or BPR Hub, as applicable, where “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies, and operations of such entity, whether through ownership of voting securities, by contract, or otherwise. 
3. “Agreement” means this Agreement, together with all SOWs, SLA, addenda and any other written agreement relating to the Services entered into by BPR Hub and Customer.

4. “Authorized Users” or “Users” means all individuals, including but not limited to Customer’s employees, contractors, agents, who are authorized by Customer to access and use the Services under Customer’s Service Plan.

5. “Channel Partner” means a partner or reseller authorized by BPR Hub to resell or distribute BPR Hub’s Platform and/or Services. 
6. “Customer” means the entity that has entered into a SOW with BPR Hub or one of BPR Hub’s Channel Partners.

6. “Customer Data” means data and other content, in any form or medium, that is collected, downloaded or otherwise received from Customer or an Authorized User by or through the Platform.

7. “Deliverable” means any item to be delivered by Company to Customer as part of the Professional Services and expressly identified as a “deliverable” in an applicable SOW.

8. “Documentation” means any documentation provided by the Company regarding the proper use of the Platform.

9. “Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent Customer or any Authorized Users from accessing or using the Services or Platform as intended by this Agreement.

10. “Initial Subscription Term” means the initial period that Customer has the right to access and use the Services as set forth in the applicable SOW.
11. “Permitted Use” means use of the Services by Customer or an Authorized User for the benefit of Customer and/or its Authorized Users solely for their internal business operations.

11. “Platform” means BPR Hub’s web-based platform provided as a software-as-a-service by BPR Hub, together with any materials made available by BPR Hub on or through the web-based platform.

12. “Professional Services” means any training, configuration, data extraction, data feed, or other services provided by Company to Customer as expressly identified in a SOW. 
13. “Service Level Agreement” or “SLA” means the service level agreement defining the uptime and Support availability for the Platform.

13. “Service Plan” means the package of Services provided by BPR Hub as set in the SOW and as may otherwise be agreed by BPR Hub and Customer in writing from time to time.

14. “Services” means the services as more fully described in the SOW, and may include access to the Platform, Support, Professional Services, and any other service provided by Company to Customer as identified in a SOW.

15. “Statement of Work” or “SOW” means a statement of work, sales order, service order or other writing in a form agreed to by the Parties, signed by both Parties, which, among other things, describes the Services, any Deliverables, any customization, the prices, the term, and any special terms.

16. “Subscription Term” means the Initial Subscription Term together with any Renewal Terms (defined below). 
17. “Support” means the technical assistance provided by BPR Hub for the ongoing use of the Platform in accordance with the SLA set forth in a SOW.
18. “Third Party Product” means any product or service, including, without limitation, web-based, offline, mobile, or other software or applications, that is provided by Customer or a third party.

2. REGISTRATION, PAYMENT, AND USE OF THE PLATFORM

1. Statement of Work. In order to receive the Services and access the Platform, Customer must subscribe to a Service Plan by entering into a SOW with BPR Hub or a Channel Partner Agreement. Each SOW will include, at minimum, (i) the start date of Customer’s Service Plan, (ii) the Subscription Term of Customer’s Service Plan and its renewal terms, (iii) any Deliverables to be provided, (iv) the Fees payable by Customer and payment terms, (v) any special or additional terms applicable to that SOW. Each SOW will incorporate by reference and be subject to this Agreement. The SOW will only be effective upon mutual execution by both parties. In case of any conflict between an SOW and this Agreement, the applicable SOW will prevail.
2. Channel Partners. This Agreement specifies the terms and conditions under which BPR Hub’s Services will be provisioned by BPR Hub to Customer, whether purchased directly from BPR Hub or indirectly through BPR Hub’s Channel Partners. Purchases through a Channel Partner will be placed through a separate agreement or ordering document directly between Customer and the applicable Channel Partner (the “Channel Partner Agreement”), which shall address, as between Customer and the Channel Partner, any terms and conditions related to the products and services purchased, fees, payment (including applicable refunds), taxes, and renewals. The Channel Partner Agreement is between Customer and Channel Partner and is not binding on BPR Hub, and any disputes related to the Channel Partner Agreement shall be handled directly between Customer and Channel Partner. Channel Partners are not authorized to make any promises or commitments on BPR Hub’s behalf, and BPR Hub is not bound by any obligations to Customer other than those specified in this Agreement. In the event of any conflict between this Agreement and a Channel Partner Agreement, this Agreement will govern as between Customer and BPR Hub. 

2. Service Limitations. Upon successfully executing a SOW, Customer may set up accounts for a specific number of Authorized Users in the manner and number limited by its Service Plan (“Service Limitations”). Customer may request a change to its existing Service Plan by emailing sales@bprhub.com and BPR Hub’s sales team will provide the Customer with an addendum to the relevant SOW to execute reflecting the change to subscription by Customer (“Addendum”).

3. Registration. Each Authorized User must individually complete registration on the Platform (“Registration”). To complete their Registration, Authorized Users will be required to (a) enter their email address, and (b) provide the Access Credentials to the Platform as provided to them by the Customer, to verify their relationship to the Customer. Upon Registration, Authorized Users will be allowed to use and access the Platform and receive the Services in accordance with the agreed upon Service Plan.

3. FEES AND PAYMENT

1. Fees. There is a monthly and/or annual fee for accessing and using the Services. These Fees will be agreed to between Customer and BPR Hub in the SOW and based on the selected Service Plan. Customer shall pay fees (“Fees”), upon receipt of invoice from BPR Hub, within the timelines set out in the SOW. If no such timelines are stated in the SOW, Fees will payable monthly in advance. BPR Hub may, in its discretion, charge a convenience fee of 3% of the applicable Fees for any payment made via credit card. BPR Hub reserves the right to increase the Fees set forth in the Order Form by an annual increment of five percent (5%) after the first year of the Subscription Term.
2. Taxes. The fees for Services are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with the Services provided under this Agreement. If BPR Hub is obligated by applicable law to collect or remit Taxes for which Customer is responsible, BPR Hub will invoice Customer for the Taxes owing and Customer will pay the entire amount set out in such invoice within the applicable timelines unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority. Customer will provide BPR Hub any information BPR Hub reasonably requests to determine whether BPR Hub is obligated to collect Taxes. For customers based in the United States, any applicable Taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Customer address provided by Customer on the relevant Order Form.
3. Expenses. All charges and expenses for conveyance, lodging, travelling, and other out of pocket expenses shall be pre-approved by the Customer and paid on the basis of actual expenses incurred by the Customer. 
4. Delay. In case of delay or non-payment of Fees, Customer shall be liable to pay interest at the rate of 1.5% (one and a half percent) per month on the unpaid amounts from the due date till the date on which the entire amount is paid, or the maximum amount of interest permitted under law, whichever is lesser. Additionally, BPR Hub may suspend any and all of its obligations under this Agreement until all Fees due from Customer are paid.
5. Set-Off, Refund. All amounts payable to BPR Hub under this Agreement will be paid by Customer to BPR Hub in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason or deduction or withholding of tax as may be required by applicable law.
6. Channel Partner Orders. If Customer purchases any Services through a Channel Partner, Customer owes payment to the Channel Partner as between Customer and the Channel Partner, but Customer acknowledges that BPR Hub may terminate Customer’s rights to access, receive, and/or uses the Services if BPR Hub does not receive BPR Hub’s corresponding payment from the Channel Partner.

4. ACCESS, ROLES, AND RESPONSIBILITIES

1. Control. As between the parties, BPR Hub has and will retain sole control over the operation, provision, maintenance and management of the Platform and the Services. BPR Hub will determine in good faith the selection, deployment, modification, Support, maintenance, repair upgrades, updates, corrections, repairs, and replacement of the Platform and Services. BPR Hub will have the right to (a) review and monitor Customer’s use of the Platform and Services to ensure compliance with the terms of this Agreement; and (b), in its sole discretion, make changes to the Platform and Services, including to: (i) maintain or enhance the quality or delivery of the Services to its customers, the competitive strength of or market for the Services, or the cost efficiency or performance of the Platform; or (ii) comply with applicable law.  
2. Service Levels. Company will use commercially reasonable efforts to provide access to the Platform and the Services in accordance with the SOW, including any Service Level Agreement executed between the Parties.  
3. Customer Responsibilities. Customer is solely responsible, at its sole cost and expense, for updating and installing maintenance updates, if any, to its environment. Additionally, Customer shall (i) take all reasonable measures to avoid any unauthorized or fraudulent use of the Services; (ii) be solely responsible and liable for its Authorized Users’ compliance with the terms of this Agreement; and (iii) not provide Access Credentials to any individual who is a competitor of BPR Hub or who uses the Services for reasons that are in competition to BPR Hub. Customer is liable for all activities that occur under its and its Authorized Users’ Account Credentials, including any person who obtains any Access Credentials of an Authorized User. 
4. Access and Use. Customer shall (i) use the Services only in accordance with this Agreement and the Documentation;   (ii) comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements; (iii) provide accurate information to BPR Hub and update from time to time as may be necessary; and (iv) Review and comply with notices sent by BPR Hub, if any, concerning the Platform.
   

5. Use Restrictions. Customer shall not, and Customer shall ensure its Authorized Users and any third parties do not, 
   
   1.  use the Platform to transmit, distribute or store any Customer Data or other material, including any material that may be harmful to computer systems (such as viruses, worms, Trojans, or password-cracking programs), that may adversely affect the Services or other customers; 
   2.  use the Platform in any manner that would violate the intellectual property rights of BPR Hub or any third party; 
   3. use the Platform to transmit any unsolicited email messages host inappropriate content or use any other service to send such unsolicited email messages; 
   4. (iv) attempt to gain unauthorized access to any of BPR Hub’s data centres, systems or networks; 
   5. (v) attempt to interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein; 
   6. duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit the Platform (excluding any Customer Data therein); 
   7. reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Platform, or any part thereof; 
   8. utilize the Platform or any information, content or any data you view on and/or obtain from the Platform to provide any service that is competitive with us; 
   9. rent, lease, loan, trade, sell/re-sell access to the Platform or any information therein, or the equivalent, in whole or part; 
   10. access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications; 
   11. use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained in the Platform; 
   12. use automated methods to add contacts or send messages on or through the Platform; 
   13. engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform; 
   14. attempt to or actually access the Platform by any means other than through the interface provided by BPR Hub; 
   15. attempt to or actually override any security component included in or underlying the Platform; 
   16. engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses; 
   17. remove any copyright, trademark, or other proprietary rights notices contained in or on the Platform, including those of both BPR Hub or any of our licensors;  
   18. use any information obtained from the Platform to harass, abuse, or harm another Customer;  
   19. engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive; 
   20. Imply or state, directly or indirectly, that you are affiliated with or endorsed by BPR Hub unless you have entered into a written agreement with us; or
   21. Adapt, modify, or create derivative works based on the Platform or technology underlying the Platform, in whole or in part.
       

6. Third Party Products. Any acquisition or use by Customer of Third Party Products, any exchange of data between Customer and any Third Party Products, or the provider thereof, is solely between Customer and the applicable provider. BPR Hub does not warrant or support Third Party Products. BPR Hub is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by a Third Party Product or its provider. BPR Hub does not guarantee the continued availability of features of the Platform that interoperate with Third Party Products and may cease providing them at any time without entitling Customer to any refund, credit, or other compensation. 
7. Betas. From time to time, BPR Hub may offer new beta features, tools, or products on a free trial basis (collectively, “Betas”). Betas are offered solely for experimental and evaluation purposes and BPR Hub may discontinue or modify such Betas at any time in BPR Hub’s sole discretion. Betas are offered without any warranty of any kind and are provided on an “AS IS”, “AS AVAILABLE” basis. BPR HUB SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO ANY BETA UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE BPR HUB’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A BETA IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 10 OR OTHERWISE, CUSTOMER SHALL NOT USE A BETA IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A BETA. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S ACCOUNT IN CONNECTION WITH CUSTOMER’S USE OF ANY BETA MAY BE PERMANENTLY LOST UPON TERMINATION OF THE BETA.

5. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

1. Platform License. Subject to and conditioned on Customer’s payment of the Fees and Customer’s and Authorized Users’ compliance with this Agreement, including the Service Limitations, BPR Hub hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license during the Subscription Term to use and access the Platform for the Permitted Use. In connection with Customer’s use of the Platform, BPR Hub shall during the Subscription Term provide Services as per the Service Plan subscribed to by Customer.
2. Deliverables License. Subject to and conditioned on Customer’s payment of the Fees and compliance with this Agreement, BPR Hub hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to use the Deliverables for the Permitted Use during the Subscription Term. 
3. Customer Data. Customer hereby grants to BPR Hub a non-exclusive, royalty-free, sublicensable, worldwide right and license to access, use, copy, transmit, display, and host Customer Data (i) as necessary for BPR Hub to perform its obligations hereunder; (ii) to provide the Services to Customer and its Authorized Users; and (iii) as otherwise necessary to access and provide the Services to monitor and diagnose performance related issues and to improve BPR Hub’s services. If Customer uses a Third Party Product with the Platform, Customer grants BPR Hub permission to allow the Third Party Product and its provider to access Customer Data and information about Customer’s use of the Third Party. Product as appropriate for the interoperation of the Third Party Product with the Platform. 

4. Ownership; Reservation of Rights. 
   
   1. BPR Hub IP. Except for the limited license granted to Customer herein, nothing in this Agreement grants any title or ownership interest in or to any intellectual property rights in or relating to the Platform or Services, whether expressly, by implication, estoppel, or otherwise. BPR Hub and its licensors and service providers own and will retain all right, title, and interest in and to the Platform and Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto
   2. Customer Data. As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data, except for the limited license granted to BPR Hub herein.

5. Work Product. Except as specifically stated in a SOW, the Parties do not contemplate the development by BPR Hub of any custom-developed deliverables or work product for Customer (“Work Made for Hire” or “Work Product”) as defined under Indian, United States or other copyright laws. In the event Customer requests such Work Product by BPR Hub in the future, the Parties will agree to the governing terms at that time and outlined in a written and executed SOW. Unless expressly stated in a SOW, nothing provided under this Agreement will be considered Work Made for Hire, including the Deliverables and other work under this Agreement.  
6. Confidentiality. As used herein, “Confidential Information” means any information disclosed or obtained from a party (“disclosing party”) to or by the other party “receiving party”) that is designated as confidential at the time of disclosure or that the receiving Party knows or has reason to know is confidential or proprietary (due to the nature of the information and the circumstances of the disclosure), which may include but is not limited to proprietary or internal information related to the current, future and proposed products or services of the Parties, financial information, process/flow charts, business models, information related to customers, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and information the Parties provide regarding third parties. BPR Hub’s Confidential Information includes the Platform, Services, the Documentation, the Fees, and the existence and terms of this Agreement, including any SOW. The Parties understand that all Confidential Information exchanged between the Parties in connection with the Services, after the Effective Date, shall be received in strict confidence and will be used only for purposes of this Agreement. Each party shall protect the other party’s Confidential Information using the same degree of care that it uses to protect its own information of a similar nature but in no event less than reasonable care. Any disclosure of Confidential Information to any other persons shall be subject to the condition that (i) such persons are bound by similar obligations of use and confidentiality as under this Agreement, and (ii) the disclosure is necessary for the exercise of its rights and performance of its obligations under this Agreement. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer or BPR Hub; (ii) already rightfully known to the Customer or BPR Hub prior to disclosure pursuant to this Agreement; or (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others. The receiving party may disclose the disclosing party’s Confidential Information if it is compelled by law, regulation, or judicial or administrative order to do so, provided that the receiving party shall, to the extent legally permissible, give the disclosing party reasonable prior notice of such compelled disclosure and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure. The receiving party will disclose on that portion of the Confidential Information that is legally required. 
7. Feedback. BPR Hub may in connection with any of its products or services freely use, copy, disclose, license, distribute, and exploit any comments, ideas, suggestions, feedback, or other information Customer chooses to submit to BPR Hub related to the Services (“Feedback”). Feedback shall not be considered Customer’s Confidential Information, and BPR Hub shall not have any obligations with respect to any Feedback.

6. TERM AND TERMINATION

1. Term. This Agreement will commence upon the Effective Date of the first SOW entered into by the parties and remain in full force and effect for as long as there is a SOW in effect, unless earlier terminated in accordance with the terms of this Agreement or the SOW. Each SOW will be in force and effect during the Initial Subscription Term stated therein unless earlier terminated in accordance with this Agreement. Thereafter, each SOW will automatically renew for additional subscription periods of one (1) year each (each, a “Renewal Term”) unless a party provides at least 15 days’ written notice of non-renewal prior to the end of the Initial Subscription Term or then-current Renewal Term, as applicable. 

2. Termination. This Agreement may be terminated (i) by the mutual consent of both Parties and in writing; (ii) by a non-breaching Party for material breach of the provisions of this Agreement by the other Party, which material breach is not rectified by the breaching Party within 30 (thirty) days of being notified in writing of such material breach; (iii) by BPR Hub, immediately, if Customer (a) becomes the subject of a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (b) goes out of business or (c) ceases its operations; (iv) by BPR Hub, immediately on written notice to Customer, if BPR Hub reasonably believes that the Customer or an Authorized User has (a) violated this Agreement, (b) created risk or possible legal exposure for BPR Hub; or (c) our provision of the Platform or Services to you is no longer commercially viable. 

3. Effect of Termination. Upon termination or expiration of this Agreement or the SOW for any reason, (i) Customer will pay BPR Hub any unpaid amounts that would have been owed to BPR Hub for the remainder of the then-current Subscription Term, without limiting BPR Hub’s other rights and remedies, (ii) all licenses or rights granted by BPR Hub to Customer pursuant to this Agreement will cease immediately, (iii) Customer will immediately cease all use of the Platform and Services, and (iv) each Party shall delete or destroy (or, at the disclosing Party’s written request, return) all Confidential Information in its possession or control.
4. Suspension. BPR Hub may immediately suspend Customer’s account and access to the Platform or Services if (i) Customer fails to make payment due within ten (10) business days after BPR Hub has provided Customer with written notice of such failure; (ii) Customer violates Sections 4(c)-(e) or 5; or (iii) BPR Hub, acting reasonably in the circumstances then known to BPR Hub, determines that (1) Customer’s or any of its Authorized Users’ use of the Platform or Services poses an imminent threat to the security, integrity, or availability of any Customer Data, the data of any other BPR Hub customer, or the Platform or Services or (2) Customer has created risk or possible legal exposure for BPR Hub. Any suspension by BPR Hub hereunder will not relieve Customer of its payment obligations for the applicable Subscription Term.

1. Survival. All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive, including, without limitation Sections 3, 4(e), 4(g), 5(c)-(d), 5(f)-(g), 6(c), 6(e), 7, 8(c), and 9 through 16.

7. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold BPR Hub and its officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against BPR Hub or any of the Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of Customer or its employees, agents, or contractors; (iii) incorrect information provided by Customer in Customer’s or one of its Authorized User’s account or elsewhere; (iv) a failure by Customer or its employees, agents, contractors or invitees to comply with applicable laws and regulations; or (v) the acts, errors, or omissions of Customer’s Authorized Users or any persons who gets access to the Access Credentials of Customer’s Authorized Users.

8. WARRANTIES AND DISCLAIMERS

1. BPR Hub Warranties. BPR Hub warrants to Customer that during the Term, (a) BPR Hub has the right to grant the license granted under this Agreement, or in the case of any third party software, that it has the right to grant a sublicense to use such third party software, and (b) BPR Hub has the necessary resources, expertise, and personnel to perform the Professional Services in a professional manner according to this Agreement, and any applicable SOW. The foregoing warranties will not apply to the extent the non-conformance (i) is caused by factors outside of BPR Hub’s reasonable control; (ii) results from any improper actions or inactions of Customer or its Authorized Users, or any third parties who gets access to the Platform or the Services from the Customer or any Authorized User; or (iii) results from Customer’s or its Authorized Users’ data structure, operating environment, or equipment.

2. Customer Warranties. Customer represents, warrants, and covenants to BPR Hub that: (i) Customer has full power and authority to enter into this Agreement and doing so will not violate any other agreement to which it is a party; (ii) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data, to allow BPR Hub to process such Customer Data under this Agreement; (iii) none of the Customer Data provided hereunder infringes on, violates, or misappropriates the intellectual property rights of a third party; (iv) Customer has the permission of each Authorized User whose personal information is shared with BPR Hub; and (iv) Customer will comply with all applicable laws, rules, regulations, and ordinances in connection with this Agreement.

3. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION, THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS", “AS AVAILABLE” BASIS, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BPR HUB HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. BPR HUB DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ANY SERVICES OR RESULTS OF THE USE THEREOF WILL (1) MEET CUSTOMER'S REQUIREMENTS, (2) OPERATE WITHOUT INTERRUPTION, (3) ACHIEVE ANY INTENDED RESULT OR RESULT IN CUSTOMER’S COMPLIANCE WITH ANY APPLICABLE FRAMEWORK, (4) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICE, (4) OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. We make no warranty or representation and disclaim all responsibility and liability for; (i) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content (including Customer Data) and other communications maintained by the Platform; and. You accept sole and complete responsibility for: (a) backing up the Customer Content; (b) the selection of the Services to achieve your intended results, and (c) your use of the Services.

9. LIMITATIONS OF LIABILITY

1. Disclaimer of Certain Damages. IN NO EVENT WILL BPR HUB, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES PURSUANT TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
2. Limitation of Liability. To the maximum extent permitted by applicable law, BPR Hub’s maximum aggregate liability arising out of this Agreement shall not exceed one times (1x) the aggregate of payments received by BPR Hub from Customer under this Agreement in the twelve (12) month period immediately preceding the event giving rise to the claim. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website or Platform.  
3. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that BPR Hub may not disclaim any implied warranty or limit or exclude its liabilities, the scope and duration of such warranty and the extent of BPR Hub’s liability will be the minimum permitted under applicable law.

10. PERSONAL DATA

1. BPR Hub will implement and maintain commercially reasonable industry standard physical, technical, and organizational measures and safeguards designed to protect Customer Data against unlawful or accidental access to, or unauthorized processing, disclosure, destruction, damage, or loss. To the extent that BPR Hub processes any personal data (as defined in the DPA) in connection with provision of the Services, the data processing addendum at https://www.bprhub.com/dpa (“DPA”) as may be updated by BPR Hub from time to time, which is hereby incorporated by reference, shall apply and the parties agree to comply with such terms. B For the purposes of the Standard Contractual Clauses (as defined in the DPA) which form part of the DPA, when and as applicable, Customer and its Affiliates are each the data exporter, and Customer’s signing of or entering into a SOW shall be treated as signing of the Standard Contractual Clauses and their Annexes.

1. Customer has and will retain sole responsibility for: (i) the accuracy, quality, integrity, legality, and completeness of any Customer Data, the means by which Customer acquired Customer Data, and use of the Customer Data with the Services by Customer or any Authorized User; and (ii) all information, instructions, and materials (collectively “Instructions”) provided by or on behalf of Customer or any Authorized User in connection with the Services. Notwithstanding anything to the contrary herein, Customer agrees to indemnify and hold BPR Hub harmless from all Losses (not solely caused by BPR Hub) that arise out or relates to Customer Data, Instructions, and Customer systems that is used by BPR Hub in full compliance with the terms and conditions herein.

11. ANTI-BRIBERY AND US EXPORT COMPLIANCE

Customer agrees not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Platform in violation of any applicable laws or this Agreement, including, without limitation, the Indian Prevention of Corruption Act, 1988, United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, Customer will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations. Customer further represents and warrants that neither it, its Affiliates, nor its or their respective Authorized Users, officers, or directors (a) are persons, entities, or organizations prohibited from dealing (including provision of software, products, or services) by virtue of any applicable law, regulation, or executive order, or (b) appear on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control.

12. BPR HUB COMMUNICATIONS

You understand and agree that you may receive information and push notifications from BPR Hub via email, text message on your mobile device, or calls to your mobile number. You hereby consent to receive communications via email, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not BPR Hub.

1. Email Contact. We may send promotional messages about BPR Hub and its products and services to your email. When you send us a query email at support@bprhub.com, you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with this Agreement and our Privacy Policy.

2. Push Notification. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Platform.

13. MODIFICATIONS

BPR Hub reserves the right to make changes to this Agreement from time to time by posting the amended Agreement at https://www.bprhub.com/terms-and-conditions or a successor site designated by BPR Hub in its reasonable discretion, with the any changes to this Agreement in a notice of the change at the bottom of our web page with a hyperlink thereto. We will also send you an email in case of material changes. Please regularly review these Terms and Conditions. Notwithstanding if you continue to use our Services, you are bound by any changes that we make to these Terms and Conditions.

14. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. Customer has no power or authority to bind BPR Hub to any obligation, agreement, debt or liability. Customer shall not hold itself out as an agent or representative of BPR Hub.

15. GOVERNING LAW; ARBITRATION

1. The Parties shall endeavor to resolve any dispute with respect to this Agreement in good faith within thirty (30) days of a controversy or claim (the “Dispute”) being raised by one Party with the other Party.
   

2. If Customer is located in the United States or Canada (as determined by the address specified in the SOW): 
   

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. If a dispute cannot be resolved through good faith negotiations, such dispute shall be referred to arbitration to be conducted and resolved by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect as modified herein. All such arbitration shall be confidential and shall take place at the office of the American Arbitration Association located in San Francisco, California, or such other location that is mutually agreed to by the parties in writing. The award or decision of the arbitrator shall be final, binding, and conclusive, and judgement may be entered upon such award by any court of competent jurisdiction.

IF YOU ARE LOCATED IN THE UNITED STATES, YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: BPR Hub, RE: OPT-OUT, BPR HUB PVT. LTD., admin@bprhub.com. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION.

3. If Customer is located anywhere other than the United States or Canada (as determined by the address specified in the SOW): 

This Agreement shall be governed by and construed and enforced in accordance with the laws of India, without regard to the principles of conflicts of law. THE PARTIES AGREE THAT ANY UNRESOLVED DISPUTE SHALL BE SETTLED BY MANDATORY AND BINDING ARBITRATION ADMINISTERED UNDER THE INDIAN ARBITRATION AND CONCILIATION ACT, 1996, AS AMENDED FROM TIME TO TIME, BY A SOLE ARBITRATOR APPOINTED JOINTLY BY BPR HUB AND YOU. THE SEAT, PLACE AND VENUE OF ARBITRATION SHALL BE BANGALORE, KARNATAKA, INDIA. HEARINGS BY VIDEO CONFERENCING SHALL BE PERMISSIBLE. THE LANGUAGE OF ARBITRATION SHALL BE ENGLISH. THE AWARD SHALL BE FINAL AND BINDING ON THE PARTIES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. SUBJECT ALWAYS TO THE FOREGOING, COURTS AT BANGALORE, KARNATAKA, SHALL HAVE SOLE AND EXCLUSIVE JURISDICTION REGARDING ANY DISPUTE. 

You and BPR Hub agree that any Dispute arising out of or related to these Terms and Conditions or use or access of the Platform is personal to you and BPR Hub and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and BPR Hub agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and BPR Hub agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.

16. MISCELLANEOUS

This Agreement constitutes the entire agreement between you and BPR Hub and supersedes any prior agreements between you and BPR Hub with respect to the subject matter herein. 

A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, Customer and BPR Hub agree that the court should endeavor to give effect to the parties’ intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Customer’s or its Authorized Users’ use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect. 

Except as explicitly stated otherwise, any notices to BPR Hub shall be given by email to admin@bprhub.com. Any notices to you shall be provided to you through the Platform or given to you via the email address or physical address you provide to BPR Hub during the registration process. This Agreement is only for your benefit. 

Customer shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity without BPR Hub’s prior written consent. Any attempted assignment by Customer in violation of the foregoing shall be void. BPR Hub may assign this Agreement upon notice and without the consent of Customer to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of BPR Hub’s assets. Subject to the foregoing restrictions, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 

BPR Hub may subcontract to an Affiliate or other third party to perform its duties under this Agreement so long as BPR Hub remains responsible for its obligations under this Agreement. 

BPR Hub may use Customer Data obtained from Authorized Users’ use of the Platform and Services to detect security incidents and to protect against fraudulent or illegal activity. Additionally, BPR Hub may create aggregated and de-identified data that is derived from Authorized Users’ use of the Platform and/or Services (“Usage Data”) for BPR Hub’s internal and business operations, including to conduct aggregate analysis of the Platform’s performance and use. BPR Hub may disclose the results of its analysis of Usage Data to third parties as BPR Hub reasonably considers necessary, provided that the results do not contain any personal data of Customer’s Authorized Users, identify either Customer or any of its Authorized Users, or enable a third party to determine that Customer or its Authorized Users were the source of the information. Neither Usage Data nor the results of its analysis are Customer’s Confidential Information. 

Each of Customer and BPR Hub acknowledges that damages will be an inadequate remedy if Customer violates or threatens to violate the terms of this Agreement pertaining to protection of BPR Hub’s intellectual property rights or Confidential Information. Accordingly, BPR Hub will have the right, in addition to any other remedy it may have, to seek in any court of competent jurisdiction temporary, preliminary, and/or permanent injunctive relief to restrain any breach, threatened, breach, or otherwise to specifically enforce any of the obligations in this Agreement.

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. A facsimile or other electronic signature on this Agreement may be relied on as an original for all purposes.

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