BHARAT DATACENTER PARTNER PROGRAM TERMS AND CONDITIONS

These Bharat Datacenter Partner Program Terms and Conditions (these “Terms”) govern your participation in the Bharat Datacenter Partner Program (the “Program”) and are an agreement between The Constant Company, LLC (referred to as “Bharat Datacenter,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your” and Bharat Datacenter and you are sometimes referred to together as “Parties” and individually as a “Party”). These Terms take effect on the earlier of (the “Effective Date”) (a) when you click an “Accept” button or check box presented with these Terms, (b) when you receive or use any Benefits (as defined in Section 3.1(a)), or (c) if you sign a separate Partner Agreement with us, on the effective date specified in that Partner Agreement (the “Partner Agreement”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Unless otherwise defined in these Terms, all capitalized terms used in these Terms are as defined in Section 1. If you do sign a separate Partner Agreement with us, that Partner Agreement will control over any inconsistent provisions in these Terms to the extent that the Partner Agreement expressly specifies.

1. Definitions

“Governing Laws” means the laws of the state of Florida.

“Government” means any entity that is part of, or substantially owned, funded, managed, or controlled by, any government at any level.

“Partner Portal” means Partner Page (and any successor or related locations designated by us), as may be updated by us from time to time.

“Program Account Information” means information about you that you provide to us or any of our affiliates in connection with the creation or administration of your Program account. For example, Program Account Information includes names, usernames, phone numbers, email addresses, and billing information associated with your Program account.

“Bharat Datacenter Confidential Information” means all nonpublic information disclosed by us, our affiliates or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Bharat Datacenter Confidential Information includes (a) nonpublic information relating to our or our affiliates’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (b) third-party information that we are obligated to keep confidential, including Third-Party Data, and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Bharat Datacenter Confidential Information does not include any information that (i) is or becomes publicly available without breach of these Terms, (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by you without reference to the Bharat Datacenter Confidential Information.

“Bharat Datacenter Privacy Policy” means the Bharat Datacenter privacy policy located on the Bharat Datacenter website (https://www.BharatDatacenter.com/legal/privacy/ as may be updated by us from time to time.

“Bharat Datacenter Trademark Guidelines” means the trademark usage guidelines as Bharat Datacenter may make available on the Partner Portal from time to time.

“Third-Party Data” means any information regarding any third-party, including information relating to an identified or identifiable person.

2. Program Overview and Administration

2.1   Joining the Program. To join the Program, you must submit a complete Program application through the Partner Portal and be accepted by Bharat Datacenter into the Program. Acceptance into the Program alone does not authorize you to resell or sublicense Bharat Datacenter services. The following eligibility requirements apply:

(a) to participate in, and continue to participate in, the Program, you must (i) maintain good credit standing with Bharat Datacenter; (ii) meet Program requirements, including the completion of all required training at your own expense; and (iii) comply with these Terms and the Partner Agreement. Additionally, you will at all times (iv) maintain a current company profile in the Partner Portal and provide relevant, up-to-date contact details of your personnel who are directly involved in performing your responsibilities in the Program; (v) manage permission and access to the Partner Portal for your applicable company personnel, ensuring that only authorized users have access to the Partner Portal and ensure that each authorized user has proper access rights, including promptly deactivating access for reassigned or terminated personnel; and (vi) provide prompt, written notification to Bharat Datacenter of any changes that may affect your participation in the Program.

(b) You will designate an individual (“Partner Account Administrator”) to perform the tasks in subparts 2.1(a)(iv) through 2.1(a)(vi) and to receive any notice that Bharat Datacenter is required to give you in connection with the Program. You authorize Bharat Datacenter to publish and include your partner profile and company information in Bharat Datacenter’s print and online websites and marketing collateral.

2.2   Program Administration. If you are accepted into the Program, you must create a Program account and provide your Program Account Information in order to manage your participation in the Program. We may use your Program Account Information to send you information about Bharat Datacenter, the Program, or other information that we think might be of interest to you. We handle your Program Account Information, and any other personal information we receive from your use of the Partner Portal or otherwise collect during your participation in the Program, in accordance with the Bharat Datacenter Privacy Policy. Except to the extent Bharat Datacenter is at fault, you are responsible for all activities that occur under your Program account.

2.3   Your Conduct. You will at all times (a) conduct your activities in the Program in a professional and competent manner, (b) comply with all applicable laws, rules, and regulations, and orders of any Government, including, but not limited to, antitrust or unfair trade practice laws, which prohibit various forms of predatory, discriminatory or below-cost pricing, (c) not engage in any harmful, false, or deceptive acts or practices, (d) conduct business in a manner that reflects favorably at all times on the products and services and the good name, goodwill and reputation of Bharat Datacenter, (e) conscientiously avoid deceptive, misleading or unethical practices that are or might be detrimental to Bharat Datacenter or the public, including but not limited to, disparagement of Bharat Datacenter or the products and services, (f) not publish or employ or cooperate in the publication or employment of, any misleading or deceptive advertising material, (g) make no representations, warranties or guarantees to customers or prospective customers or others, with respect to the specifications, features or capabilities of the products and services that are inconsistent with or in addition to the literature distributed by Bharat Datacenter, and (h) comply with Bharat Datacenter’s acceptable use policy in using the Bharat Datacenter website (https://www.Bharat Datacenter.com/legal/use-policy/). 

3. Benefits and Content Provided by Bharat Datacenter

3.1   Program Benefits.

(a) Generally. As part of the Program, we might invite you to participate in opportunities or provide you with other benefits (collectively, “Benefits”) related to your activities that support usage, promotion or knowledge of Bharat Datacenter products and services (collectively, “Projects”). Your participation in the Program, including any Projects, or your receipt of any Benefits, are governed by these Terms and any additional terms, conditions, guidelines, and requirements expressed as “Additional Terms” (collectively, “Additional Terms”) that are made available to you (including any terms that Bharat Datacenter may be required to pass down to you from third parties) whether via the Partner Agreement, email, a program guide, letter [or the Partner Portal]. If we make these Additional Terms available to you, they are incorporated by reference into these Terms. By participating in a Project or accepting the Benefits, you agree to the Additional Terms.

(b) Eligibility. You are only eligible for Benefits as part of a Project if you (i) submit a Project proposal to Bharat Datacenter, (ii) receive Bharat Datacenter’s approval that you are eligible for such Benefits prior to the Project start date, and (iii) complete the Project in accordance with your Project proposal, in jurisdictions approved by Bharat Datacenter, and in compliance with these Terms. Benefits are provided by us pursuant to these Terms, as determined by Bharat Datacenter, and subject to your compliance with these Terms and any other agreements between you and Bharat Datacenter (such as, for example only, the Partner Agreement). If you receive Benefits for which Bharat Datacenter determines you are not eligible, you will return such Benefits upon our request, or we may cancel such Benefits or make corresponding reductions to any of your future Benefits.

(c) Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by Bharat Datacenter. Benefits may not be used by your employees for their personal benefit.

(d) Government Customer Projects. If you accept Benefits in support of a Project relating to an existing or potential business relationship with a Government customer (a “Government Customer Project”), you agree that:

(i) If the Benefits are in the form of funding, the Government must derive independent financial benefit from your consumption of the Benefits (i.e., free or discounted products or services from you).

(ii) You will comply with all applicable Government procurement laws, rules, regulations, and contract provisions, including any that pertain to discounts and rebates, or that pertain to ethics and integrity (e.g., prohibitions against gratuities, bribery, corruption, kickbacks, conflicts of interest, false statements or claims, etc.). Your use of Benefits must not create a conflict of interest (or the appearance of a conflict of interest) for you or Bharat Datacenter, or give rise to any liability for Bharat Datacenter. Bharat Datacenter recommends you confirm with the Government customer’s contracting officer, ethics official, or other applicable Government representative that your use of Benefits is lawful, ethical, and permissible.

(iii) You will disclose to Government customers the details regarding your receipt of Benefits to the extent required by applicable law, any Government contracting requirements, or Bharat Datacenter. Bharat Datacenter is not responsible for confirming the accuracy of such disclosures prior to distributing Benefits. If you provide recommendations to a Government customer regarding Bharat Datacenter services, Benefits should not impact such recommendations, and you will not use Benefits for the Government Customer Project unless you first disclose in writing to the Government customer that Bharat Datacenter is providing you Benefits for the Project.

(e) Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with applicable law. You will indemnify, defend and hold harmless Bharat Datacenter and its affiliates, and each of their respective employees, officers, directors, and representatives and their respective successors and assigns from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to any Project, your violation of applicable laws, breach of the Terms.

3.2   Program Content. We might provide you text, images, audio, video, or other content (excluding software) related to the Program (“Program Content”), including a graphic image identifying you as a Program participant (the “Partner Logo”), through the Partner Portal, third-party websites or software, or other means. We grant you a limited, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable license to (a) reproduce, display, and distribute the Program Content (other than the Partner Logo) solely for the purpose of marketing our services to your customers, and (b) if you are eligible as described on the Partner Portal, display the current version of the Partner Logo (as Bharat Datacenter may update from time to time) on your website and in your own offline materials in accordance with the Bharat Datacenter Trademark Guidelines and the Program marketing tools available to you under the Program, solely to identify your participation in the Program. You may not modify, alter, or otherwise create derivative works of any Program Content unless expressly permitted by Bharat Datacenter. If you are not eligible to use the Partner Logo as described on the Partner Portal, you may not use the Partner Logo or refer to yourself as a member of the Program. We own and reserve all right, title, and interest in and to the Program Content, and related intellectual property rights, and except as expressly described in this Section 3.2, no rights to the Program Content, or related intellectual property rights are transferred or licensed pursuant to these Terms.

3.3   Third-Party Data Provided to You. If Bharat Datacenter or its affiliates provides any Third-Party Data to you, you will handle, use, and process such Third-Party Data (a) in accordance with applicable data protection laws, (b) only for the purpose for which it is provided, and (c) in accordance with your privacy policy. You will delete any such Third-Party Data provided by Bharat Datacenter or its affiliates upon request by Bharat Datacenter or its affiliates or the third party, or as required by applicable law.

4. Content Provided by You

4.1   Partner Materials. We may list your name, website, and other general contact information on the Partner Portal. If you provide to us or our affiliates any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier, or any other text, images, audio, video, or other content (excluding software) (“Your Materials”), then you grant to us and our affiliates a worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable license to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Program. You will ensure you have all rights necessary to grant to Bharat Datacenter and its affiliates the rights described in this Section 4.1. Bharat Datacenter may make reasonable, minor changes to Your Materials, such as resizing or reformatting Your Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Materials.

4.2   Your Contributions, Submissions, Case Studies, and Software.

(a) Contributions. If you provide any suggestions for, or contributions to, any Program Content (“Contributions”) to Bharat Datacenter or its affiliates, Bharat Datacenter and its affiliates will be entitled to use the Contributions without restriction. You hereby irrevocably assign to us and our affiliates all right, title, and interest in and to the Contributions and agree to provide to us and our affiliates any assistance required to document, perfect, and maintain the rights of Bharat Datacenter and its affiliates in the Contributions.

(b) Case Studies. If you provide any written or recorded case studies or testimonials (“Case Studies”) to Bharat Datacenter or its affiliates, you authorize Bharat Datacenter and our affiliates to use, reproduce, display, distribute, and translate the Case Studies, along with your company name and logo, for any marketing purposes, including but not limited to print collateral, online, in social media handles or on websites operated by Bharat Datacenter (including the Partner Portal), on any Bharat Datacenter video repositories, such as on www.YouTube.com, and in other such commercial presentations in any form now or hereafter existing.

(c) Software. If you provide any software to Bharat Datacenter or its affiliates through your participation in the Program, including sample code repositories or templates (collectively, “Software”), you hereby grant to us and our affiliates a worldwide, royalty-free, non-exclusive license to install, use, and copy the Software, and any and all documentation made available by you related to the Software (“Documentation”), for purposes of conducting testing, demonstrations, or validations as part of the Program, such as using the Software to determine whether you meet certain Program standards or otherwise qualify for Benefits under the Program, or to help you with your Bharat Datacenter test environments. The foregoing rights may be sublicensed by Bharat Datacenter to any third parties as needed to perform services for Bharat Datacenter or its affiliates in furtherance of such testing, demonstration, or validation purposes. Bharat Datacenter and its affiliates will not (i) intentionally remove, alter, or obscure any copyright notice or other notice of proprietary rights present in or on any of the Software or Documentation, or (ii) sell, license, lend, or otherwise transfer the Software to any unaffiliated third party (except as set forth above).

You represent and warrant that (x) your Contributions, Case Studies, Software, and Documentation do not violate any rights of any third party, and are not subject to any license or other terms that grant any rights to Bharat Datacenter’s or its affiliates’ materials to a third party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third party.

4.3   Third-Party Data Provided to Bharat Datacenter. If you provide any Third-Party Data to Bharat Datacenter, you represent and warrant that you have received all necessary consents for (a) you to share the Third Party Data with Bharat Datacenter and its affiliates, and (b) Bharat Datacenter and its affiliates to process and use the Third-Party Data for the purposes described in the Bharat Datacenter Privacy Policy. As reasonably requested, you will provide evidence of such consent and assist Bharat Datacenter in responding to any inquiry regarding the Third-Party Data.

5. Term; Termination

5.1   Term. These Terms will commence on the Effective Date and will remain in effect until terminated under this Section 5 (“Term”) or as otherwise provided in the Partner Agreement.

5.2   Termination. You may terminate these Terms and your participation in the Program for any or no reason. Bharat Datacenter may also terminate these Terms or your participation in any aspect of the Program (such as a downgrade in Program tier as described on the Partner Portal) immediately upon notice to you (a) if you are in material breach and fail to cure within a reasonable time period specified by Bharat Datacenter, (b) if your participation in the Program could subject us or our affiliates to harm, or (c) in order to comply with the law or requests of governmental entities. In addition, Bharat Datacenter, in its sole discretion, may terminate the Terms or Program in whole or in part, for all participants, or for you alone, without cause, upon ten (10) days’ notice to the Partner Account Administrator or other contact provided by you in connection with your participation in the Program.

5.3   Effect of Termination. Upon termination of these Terms (a) you remain responsible for all fees incurred through the date of termination, (b) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Program related materials in your possession, (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or Program “partner,” and (d) Sections 2.2, 2.3, 2.4, 3 (except the license granted to you in Section 3.2), 4 (except the license granted to Bharat Datacenter in Section 4.1), and 5-9 will continue to apply in accordance with their terms. Nothing in this Section 5 (Termination) shall limit Bharat Datacenter’s rights to pursue other legal remedies, including immediate court or judicial relief.

6. Disclaimers

YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY BHARAT DATACENTER AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM BHARAT DATACENTER. THE PROGRAM AND THE PROGRAM CONTENT, THIRD-PARTY DATA, AND ANY BENEFITS (INCLUDING ACCESS TO AND USE OF PARTNER-ONLY SECTIONS OF THE BHARAT DATACENTER SITE, SUCH AS THE PARTNER PORTAL) OR OTHER MATERIALS THAT WE MIGHT OFFER THROUGH THE PROGRAM (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS-IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PROGRAM OR MATERIALS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (III) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

7. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BHARAT DATACENTER BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LIABILITY RELATED TO THE PROGRAM OR THE PARTNER PORTAL, ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR COSTS OF DELAY. IF THE FOREGOING DISCLAIMER OF DIRECT DAMAGES IS NOT ENFORCEABLE AT LAW FOR ANY REASON, IN NO EVENT WILL BHARAT DATACENTER’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS EXCEED FIFTY DOLLARS (US$50). THE FOREGOING EXCLUSION AND LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER OR NOT BHARAT DATACENTER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES OR LOSSES MAY BE CLAIMED.

8. Modifications

Bharat Datacenter can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Partner Portal and by providing a notice in accordance with Section 9.8. We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes. If you do not agree with any of the updated Terms, you must stop using the Partner Portal and your participation in the Program will be terminated. Unless otherwise required by law, the updated Terms are effective as of the day of posting.

9. Miscellaneous

9.1   Assignment. You will not assign or otherwise transfer these Terms or any of your rights and obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section 9.1 will be void. We may assign these Terms without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Bharat Datacenter as a party to these Terms and Bharat Datacenter is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

9.2   Governing Law. The Governing Law, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between you and us. United Nations Convention for the International Sale of Goods does not apply to these Terms. The exclusive venue for any litigation permitted under these Terms shall be with the state and federal courts located in Palm Beach County, Florida. You agree that this choice of venue, jurisdiction, and forum as set out in the following parts of these Terms is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the parties with respect to, or arising out of, these Terms in jurisdiction other than that specified in this Section. We each hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under these Terms whatsoever. We each hereby authorize and accept service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to Bharat Datacenter’s address on the Partner Portal and to your address that you provide through the Partner Portal for the giving of notices as set forth in these Terms.

ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS IS PERSONAL TO YOU AND BHARAT DATACENTER, AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. NEITHER BHARAT DATACENTER NOR YOU WILL ATTEMPT TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF THE OTHER OR AMONG A GROUP OF PARTIES.

9.3   Arbitration. If there is a dispute between the parties arising out of or otherwise relating to these Terms, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party shall submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Palm Beach County, Florida and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce. Except as provided below, the party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator’s fees. Each party shall bear its own attorneys’ fees (except if the matter is for the collection of a debt owed, the prevailing party shall be awarded its attorneys’ fees, all arbitration costs and arbitrator fees, in addition to all other applicable remedies). The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms, and shall be bound by governing and applicable law. The arbitrator shall be willing to execute an oath of neutrality. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.

9.4   Trade Compliance. You understand and acknowledge that the software elements of the Projects may be subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. You will not assist or participate in any such diversion or other violation of applicable U.S. laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable U.S. laws and regulations and that you will abide by such laws and regulations.

9.5   Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. The use of the term “partner of Bharat Datacenter” refers solely to membership in the Program. You will not make any representations, warranties, or guarantees to any third party on behalf of Bharat Datacenter. Neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. These Terms are non-exclusive and do not preclude Bharat Datacenter or you from entering into similar agreements with third parties. Both parties reserve the right to (a) develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) assist third party developers or systems integrators who might offer products or services which compete with the other party’s products or services.

9.6   Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any applicable Additional Terms, the English language version will control if there is any conflict.

9.7   Confidentiality and Publicity. You may use Bharat Datacenter Confidential Information provided to you under the Program only for your participation in the Program or as otherwise expressly permitted by Bharat Datacenter in writing. Unless otherwise expressly permitted by Bharat Datacenter in writing, you will not disclose Bharat Datacenter Confidential Information during the Term or at any time during the 5-year period following the end of the Term; provided, however, that any information that Bharat Datacenter designates as a trade secret shall remain confidential for so long as that information qualifies as a trade secret under applicable law. You will take all reasonable, technical, and organizational measures to avoid disclosure, dissemination or unauthorized use of Bharat Datacenter Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication regarding your participation in the Program without our prior written consent.

9.8   Notice. To provide notice under these Terms, each party must deliver such notice in accordance with the notice provisions in the Partner Agreement or as provided in Section 9.11 below.

9.9   No Third-Party Beneficiaries. Except as provided in Section 3.1(e), these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

9.10   Government Code of Conduct, Training, and Internal Controls. If you are engaged in dealings with Government customers and conduct Government Customer Projects or otherwise accept Benefits in relation to your Government business, you must maintain an adequate (a) written code of business conduct and ethics regarding interactions with Government customers and representatives (“Government Code of Conduct”), (b) ethics and compliance training program regarding your Government Code of Conduct for your employees and representatives, and (c) internal control system that includes compliance points of contact within your company, periodic reviews/auditing of current policies and practices to confirm compliance with your Government Code of Conduct, and an internal reporting mechanism allowing for anonymous or confidential reporting of suspected instances of improper conduct and appropriate disciplinary action.

9.11   Electronic Communications. The communications between you and Bharat Datacenter use electronic means, whether you visit the Partner Portal, send Bharat Datacenter e-mails, or use the Program or Partner Portal or whether Bharat Datacenter posts notices on the Partner Portal or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Bharat Datacenter in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Bharat Datacenter provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where Bharat Datacenter requires that you provide an e-mail address; you are responsible for providing Bharat Datacenter with your most current e-mail address. In the event that the last e-mail address you provided to Bharat Datacenter is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Bharat Datacenter’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Evidence of successful transmission shall be retained. Each of the parties agrees to the following for all electronic communications: (i) the user identification of a sender, contained in an electronic communication, is legally sufficient to verify the sender’s identity and the communication’s authenticity; (ii) an electronic communication sent by you containing your user identification establishes you as its originator and has the same effect as a document with your written signature on it; and (iii) an electronic communication, or any computer printout of it, is valid proof of the validity of the original document of the electronic communication.

9.12   General. These Terms together with our Bharat Datacenter Privacy Policy and related notices, Acceptable Use Policy, Copyright Policy, ncluding the terms of the Partner Agreement and any applicable Additional Terms and all other documents incorporated by reference herein, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and Bharat Datacenter regarding your use of the Partner Portal and participation in the Program and supersede and replace any prior written or oral agreements regarding the foregoing. We will not be bound by, and specifically object to, any term, condition, or other provision in any purchase order or other document that you provide to us that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms). If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control, except that these Terms will control with respect to any Additional Terms from a third party. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction. Beginning upon commencement of your registration as a Partner and continuing for a period of two (2) years after the termination of these Terms or after any other cancellation or termination of your Partner Portal account with us, you agree not to directly or indirectly, solicit, hire, contract, or otherwise employ any Bharat Datacenter employee who was an employee during the term of these Terms, to work for you or any other firm, person or business, of whatever character, corporate or otherwise. Section and subsection headings of these Terms are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. Bharat Datacenter shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay Bharat Datacenter’s performance.

9.13   Contact. If you have any questions about these Terms or otherwise need to contact Bharat Datacenter for any reason, you can reach us at legal@Bharat Datacenter.com.