B. Both Parties acknowledge that the Client shall not enforce its right to terminate for convenience within one (1) year from the Commencement Date (“Lock-In Period”). Upon expiry of the Lock-In Period, Client may terminate this Agreement, at any time, by giving Lifesup thirty (30) days prior written notice. The notice shall specify the date on which termination shall become effective.

C. In addition to the expiration provisions set forth in Section 3(A), these TnC’s may be terminated:

1. upon the failure of Lifesup to provide the Services in accordance with the terms of these TnC’s and such failure continues for a period of more than seven (7) business days.
2. upon the failure of a party to cure a breach of these TnC’s within thirty (30) days after the breaching party has received written notice of such breach from the non-breaching party, or in the case of a breach of User Personal Data within three (3) business days of receiving notice of said breach.
3. immediately by Lifesup in the event that Client fails to remit to Lifesup the full amount owed, including interest, within the time period required therefore under these TnC’s and following ten (10) days of written notice to Client of such failure; or
4. immediately upon written notice to the other party, in the event the other party voluntarily files or involuntarily has filed against it a petition under the Insolvency and Bankruptcy Code, 2016 (IBC), Vietnamn Bankruptcy laws and/or Lifesup, Lifesup for any reason ceases doing business in Vietnam.

D. Following termination of these TnC’s for reasons other than pursuant to Section 3B(b) hereof, Lifesup will, for a period of forty-five (45) days, provide the Services at mutually agreeable rates to ensure a smooth transition of the Services to a third party or to Client. All Subscription fees will be charged until date of transition & payable by the client as per Clause 2(c).

B. Client hereby represents, warrants and covenants to Lifesup as follows:

1. Client has the full right and authority to enter into these TnC’s.
2. Client is not and shall not be required to give any notice to or obtain any consent from any person in connection with the execution and delivery of these TnC’s or the consummation or performance of any of its obligations hereunder.
3. These TnC’s and the obligations contemplated hereunder do not violate any contract or other agreement Client has entered into with third parties.
4. Client will use commercially reasonable efforts to cooperate with Lifesup and will provide Lifesup access to written descriptions of Client's products and service offerings and other information reasonably requested by Lifesup as is necessary to provide the Services.
5. Client agrees that it shall provide all the User data and all User, system and business information as required and outlined by Company, including all static data like general queries, FAQs, etc. and all dynamic data requiring technical integration with Client systems like real time status, such as report status or User identity etc. at least 15 days before development and post its implementation shall provide such data as may be required from time to time for the better performance of the facility. It is further clarified that, Client shall be responsible to share with the Company, its typical and pre-defined responses to its Users, which shall be shared through its application.

C. Lifesup and Client hereby represents, warrants, and covenants to each other as follows:

1. Both Parties shall take all reasonable measures to ensure that the information transmitted to or from the Company servers with respect to the Services are secure and shall not authorize any third person to have any unauthorized access to the Company servers. Any party may authorize any of its authorized person to use the Services only with the prior written consent of the other party. Client must require such person to apply/follow reasonable security measures as would have been followed by Client itself.
2. Both parties shall ensure that all necessary approvals, licenses from concerned authority(i.e.) within or outside the territory for availing the Services to be provided by Company have been identified and taken as per the responsibilities assigned to both the parties.
3. No party shall at any time post the execution of these TnC’s and the commencement of the Services, supplement, modify, substitute, or alter the scope of the Services, without prior written consent of the other party.

B. Neither Lifesup nor Client shall have any authority or power whatsoever to enter into any agreement, contract, or commitment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other, to any person or entity.

C. Lifesup reserves the right to subcontract with third parties with respect to the provision of all or part of the obligations and duties of Lifesup arising pursuant to these TnC’s. Lifesup shall be responsible for all payments to, as well as the direction and control of the work to be performed by, its subcontractors, if any.

B. In claiming any indemnification hereunder, the Indemnified Party will provide the Indemnifying Party with written notice of any claim which it believes falls within the scope of this Section 7. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the Indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party's prior written consent. The Indemnified Party further agrees that it shall provide the Indemnifying Party with reasonable information and assistance in connection with such claim or suit.

B. Client may be required to transmit electronic data to Lifesup in connection with Lifesup's provision of Services hereunder. Client shall be responsible for the accuracy of, and shall maintain proper backup of, all data and source material sent to Lifesup, whether electronically or by the delivery of media. Lifesup shall have no liability for damages resulting or claimed to have resulted from erroneous or incomplete completion, processing or transmission of information or data. If any data or media furnished by Client is damaged due to Lifesup's equipment or processes, Client shall replace such data or media at its own expense. If Client furnishes data or media that is in unsatisfactory condition for processing or which contains incorrect, incomplete or corrupt data, Client shall be required to pay for any Services supplied by Lifesup relating to such data or media.

B. Each Party, for itself and its Agents (as defined below), agrees that it: (i) will hereafter hold any and all Confidential Information of the other party in strict and complete confidence, and (ii) will not, without the prior written consent of the other party...

C. Lifesup shall comply with mutually agreed state, federal or international law applicable to the protection and security of User Data and Personal Data provided to Lifesup by Client...

D. Lifesup shall collaborate on security monitoring, security compliance, back-up data retrieval and processing, and incident response. Lifesup agrees to provide Client with all information reasonably requested by Client regarding the ability of any subcontractor of Lifesup...

E. The Company strongly recommends the Client should obtain cyber-insurance to protect itself from cyberattacks and risks relating to information technology infrastructure including, but not limited to, data breaches and network security failures. The Company if required will provide assistance to Client to remediate, manage and respond to such cyberattack and bill client at service provider’s current standard services rates.

F. In the event that a party becomes aware of any misuse or misappropriation of Confidential Information of the other party, such party shall promptly notify the other party of such misuse or misappropriation within 24 hrs. of being aware. The parties agree to use commercially reasonable efforts to cooperate with any investigation by the other party, its Agents, regulators, or investigators with respect to any actual or suspected misuse or misappropriation of, or security breach related to, Confidential Information.

G. The parties agree that they would be irreparably injured by a breach of this Section 11 by the other party or its Agents and that the other party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Section 11. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 11 by either party or their Agents.

H. In the event, if the client wishes to utilize the WhatsApp campaign manager' feature then the User Data required to create segments and trigger campaigns will reside in Vietnam on the Lifesup servers.

I. All intellectual property rights in the logos, brands and trademarks of the parties used in furtherance of these TnC’s shall vest with the respective parties. Unless specified to the contrary, nothing in these TnC’s shall be interpreted as giving either party any rights in the other party’s intellectual property rights.

J. Client acknowledges that Lifesup shall have the exclusive ownership of the fundamental core software and technology that drives “Lifesup Enterprise Solutions” including the software’s used in building and developing the automated chat application, the icon, the chat button, chat window and the design of the chat...

K. Lifesup hereby acknowledges that the Services developed and built for the Client as end-to-end solution and shall belong to the Client and shall include generic chat data (conversational data) and information about Client and about Users to Client’s platform (client User Data) and the widget and its contents. All Client User Data generated on Lifesup’s platform is sole property of Client and Lifesup has no ownership rights in any Client User Data. Client User Data includes, without limitation, all individually identifiable information about visitors to Client’s platform, including statistical, demographic, and psychographic information.

L. Solely as necessary for Lifesup to provide its services to Client, Client grants to Lifesup a limited license to use Client User Data to perform its obligations to Client. Additionally, Lifesup will treat all Client User Data as confidential, proprietary information of Client, and will protect the confidentiality of Client User Data with at least the same degree of care that Lifesup uses to protect its own proprietary information, but with no less than reasonable care, including, without limitation, as may be required to transfer, store and administer such information in accordance with all applicable laws, rules and regulations.

M. All conversational User Data is to be owned by Client. Conversational data includes, without limitation, all generic questions and answers about the client’s products, general greetings (like hello, goodbye, etc.) and any other data that does not collect any individually identifiable information about Client User Data. Lifesup has the unlimited right at their sole discretion to use the conversational data in aggregate format for further enhancements to its technology and analysis, Lifesup enterprise solutions, machine learning algorithms or any other purpose as desired by Lifesup.

N. However, Parties agree that all designs, formats, content, structure adopted by Lifesup in the applications, including the widget, which constitutes Lifesup’s standard formats and structures and are generally associated with Lifesup and its trademarks, brand image and copyrights shall belong solely to Lifesup and which Lifesup shall have the right to replicate for other Clients.

B. Either party may change the address for notice by providing the other party with ten (10) days’ prior written notice of the new address.

1. If to Lifesup: LIFESUP TECHNOLOGY CO., LTD No. 5, Alley 124/32, Do Nha Street, Tay Mo Ward, Nam Tu Liem District, Hanoi City, Vietnam
2. If to Client: Attn: Legal Department

C. Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive the termination of these TnC’s.

D. These TnC’s shall be governed, enforced and interpreted in accordance with the laws of Vietnam and will be litigated exclusively in the courts of Hanoi, Vietnam (“Applicable Law”). In the event any provision of these TnC’s is held to be unenforceable or invalid under Applicable Law, such provision will be ineffective only to the extent of such unenforceability or invalidity, without invalidating the remainder of such provision or the remaining provisions of these TnC’s.

E. These TnC’s may be amended, provided that any such amendment will be binding upon any party hereto only if such amendment is set forth in a writing executed by such party. No course of dealing between or among any persons having any interest in these TnC’s will be deemed effective to modify or amend any part of these TnC’s or any rights or obligations of any person under or by reason of these TnC’s.

F. Any provision of these TnC’s may be waived, provided that any such waiver will be binding upon any party hereto only if such waiver is set forth in a writing executed by such party. The waiver of any default, or the remedying of any default in any manner, shall not operate as a waiver of any other prior or subsequent default. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder. No delay or omission by a party to exercise rights hereunder shall impair any such rights or shall be construed to be a waiver of any such default or any acquiescence therein.

G. The Client shall have the right to audit the Company once in a year by providing a thirty- (30) days written notice, during the Term of these TnC’s restricted to the Services provided to the Client hereunder, and the cost of such audit shall be borne by the Client or by any third party appointed by the Client for the purpose of such audit shall also be borne by the Client.

H. The Parties confirm and agree that during the term of the TnC's any amount paid or payable by the Client shall remain non-refundable under the TnC's. For avoidance of any doubt, it is hereby understood and agreed between the Parties that, in the event that the Services are disrupted, paused, terminated, suspended or otherwise, as a result of a request initiated by the Client, Lifesup shall still remain entitled to receive such Subscription Fee as per provisions of the TnC's.

I. These TnC’s and any related documents delivered concurrently herewith including the links mentioned herein and Annexures attached herewith, contain the complete TnC’s between the parties relating to the Services and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, which may be related to the subject matter hereof in any way.

J. Section headings contained in these TnC’s are inserted for convenience of reference only, shall not be deemed to be a part of these TnC’s for any purpose, and shall not in any way define or affect the meaning, construction, or scope of any of the provisions hereof.

K. The laws of the Vietnam will govern all questions concerning the construction, validity, and interpretation of these TnC’s and the performance of the obligations imposed by these TnC’s.

L. These TnC’s and any interest hereunder shall inure to the benefit of and be binding upon the parties and their respective successors, affiliates, legal representatives and permitted assigns. Except as otherwise stated in these TnC’s, neither party may assign or delegate these TnC’s without the other party's prior written consent provided that, either party may freely assign its rights under these TnC’s to any of its affiliates or to a successor in interest in the event of a transfer of its business upon ten (10) days’ prior written notice to the other party which consent shall not be unreasonably withheld. Any attempt to assign, delegate or otherwise transfer these TnC’s in violation of this Section is voidable by the other party. Notwithstanding the foregoing, these TnC’s is made solely for the benefit of Client and Lifesup and their respective successors, affiliates, legal representatives and permitted assigns, and no other person shall have any right, benefit, or interest under or because of these TnC’s, including, without limitation, any employee, customer, subcontractor, or Agent of either Client or Lifesup.