Introduction: Welcome to BDA Kerala. We're pleased that you've selected us as your Software service provider. By signing up for The Service, you agree to be bound by the following terms & conditions and those updated from time to time on our website bdakerala.com. BDA Kerala is a web-based system and is provided on an 'as is' and 'as available' basis. As part of the Service, BDA Kerala will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the BDA Kerala website incorporated by reference herein, including but not limited to BDA Kerala privacy and security policies.

Definitions we use in this document:

'The Service' means BDA Kerala software, which is accessed and used through a password/PIN protected website.

'us' 'we' and 'our' 'BDA Kerala' refer to Theosys, the creators of BDA Kerala.

'your Organisation' means a Trader which has a BDA Kerala account.

'you' means you the person who accesses The Service or this website.

I. Permitted Use:

1. Under the terms and conditions of this Agreement, we agree to provide to the Customer and permitted users access BDA Kerala services

2. The Service is to be used only by the Customer and users authorized by the Customer who are members of the Customer. The Customer will have the ability to assign user logins and passwords to selected individuals maintained in their dedicated database. The Customer will have full control over who is authorized to access/use this Service, provided that (i) the Customer shall not authorize persons who are not members of Customer; and (ii) any password issued to an authorized user will be disabled when such person is no longer a member of Customer. Customer will inform BDA Kerala immediately of any actual or potential unauthorized use of a password.

3. The Customer will be able to assign administrator privileges on a user-by-user basis. All use of the Service is provided via the Internet through a standard Internet browser and/or email client. In order to use the Service, the Customer and Customer authorized users ('Users') are responsible, at their own expense, to acquire access to the Internet and to provide all equipment and software needed.

II. Customer Proprietary Data Rights:

1. The data, information, or material ('Data') submitted to the Service is for the exclusive use of the Customer. BDA Kerala agrees not to use, distribute or disclose any of the data maintained as a result of the Customer using this Service, except for disclosures required by law. The Customer agrees to evaluate and bear all risks associated with the use of any Data, including any reliance on the accuracy and usefulness of such Data.

2. Customer shall not allow anyone working on its behalf to (i) perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan without BDA Kerala prior written consent, or (ii) attempt to access the data of another customer.

III. BDA Kerala Account Information and Data: BDA Kerala does not own or have any rights to any Data that the Customer submits as a result of using this Service. BDA Kerala will not monitor, edit, or disclose any information regarding the Customer or Customer's database without the Customer's express written permission except in accordance with this Agreement or as may be required by law. BDA Kerala may access and modify the Customer database in order to respond to service or technical problems when requested to do so by the Customer.

IV. BDA Kerala Proprietary Rights: The Customer acknowledges and agrees that the Service contains proprietary and confidential methods and information that is protected by applicable intellectual property and other laws, and agrees not to disclose such information to any third party. The Customer agrees not to copy, sell, rent, sublicense or to redistribute any portion of the Service, use of the Service, or access to the Service to any individual or group. Under no circumstances, the Customer shall have access to the application hosting server or files. Customer access is restricted to the application access via browsers over internet

V. Availability of Service: BDA Kerala will make commercially reasonable efforts to ensure that the quality of the service we provide is of at least prevailing industry standards, and that access to the Service is available on a 24 x 7 basis. However, although BDA Kerala will use all reasonable efforts in good faith to avoid interruption of the Service, the Customer acknowledges and agrees that access to the Service may be unavailable from time to time for any reason, including without limitation, interruption of major network connectivity, network and server outages, and backup and regular maintenance by BDA Kerala and any operators of our servers. In the event that a 99% uptime is not maintained as an average for one year (excluding planned downtime for backup, regular maintenance and updates to the Service) (the "Uptime Milestone"), interruption of major network connectivity, network and server outages, the Customer will receive a pro-rata refund for the unused term of the subscription for use of the Service (excluding any setup fees, data conversion fees, etc.).

VI. Customer Assigned Administrators: The Customer will select a primary ("Master Administrator") and a secondary Administrator (one other designated contact) to manage the Customer's use of the Service, to authorize users to access the Service, and to serve as the primary technical interface with BDA Kerala Customer Service Representatives.

VII. Customer Support Services: BDA Kerala will provide quality technical support to the Customer. Support will be available to the Customer via email, phone support or live chat. Responses to email messages will occur typically within one (1) business day.

VIII. User Conduct: The Customer agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with using this Service. Without limiting the foregoing, the Customer agrees not to use the Service or information from the Service for any: (a) communication that violates any law, including illegal email solicitations, advertising, promotional materials, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages that are not in full compliance with applicable laws, including, if applicable, the laws of charitable solicitation applicable to any charity or fundraiser raising money for the Customer; (b) harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (c) transmit through or post on the Service, unlawful, immoral, libelous, abusive, harassing, tortuous, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other proprietary rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs or cancel bots; (f) interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or, (h) harass or interfere with another user's use and enjoyment of the Service.

IX. Representations and Warranties: BDA Kerala represents and warrants that BDA Kerala will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with BDA Kerala online help documentation under normal use and circumstances. BDA Kerala also warrants and represents that it will not share, rent, sell, or trade personal information (including email addresses) that identifies Customer or its authorized users to third parties.

X. Service Fees: The Customer agrees to pay all applicable fees as specified in the Customer's signed Service Contract. Fees are payable in advance and are due before the first day of the renewal month, with a fifteen (15) day grace period. BDA Kerala reserves the right to suspend the Service of Customers who fail to make payments for their selected Service package after fifteen (15) days from which said payments are due. Payments will be considered past due if not received within fifteen (15) days after the day the payment is due. All fees are non-refundable, in whole or in part, if the Service is cancelled or terminated by the Customer. If BDA Kerala terminates or cancels the Service or Agreement, with or without cause, BDA Kerala shall refund Customer the unused portion of the fees remaining for the Agreement's term.

Pricing shall remain unchanged from the contracted period for the contracted BDA Kerala version. However BDA Kerala may increase price for newer versions as decided by BDA Kerala. If the server resources are insufficient for a Customer to run the application efficiently, BDA Kerala shall recommend appropriate upgrade to the server and if the Customer so willing may upgrade by paying the additional upgrade fee.

XI. Renewal / Notice of Termination: The Service Agreement will automatically renew for subsequent month, 3 months, 6 months or 1 year terms based on the payment cycle you choose. BDA Kerala shall provide Customer written notice of the current pricing sixty (60) days before the termination of the Agreement. Unless terminated for cause by BDA Kerala as set forth below, this Agreement will continue for the duration of the annual term as set forth in the Service Agreement. The Term of Service shall continue on a one (1) month or (1) year basis unless either party gives not advance written notification of non-renewal sent not less than thirty (30) days before the end of the existing term or unless terminated pursuant to Section XIII or XIV below.

XII. Non-Payment / Suspension of Service: In addition to any other rights granted to BDA Kerala herein, BDA Kerala reserves the right to suspend or terminate this Agreement and Customers access to the Service if the account becomes delinquent (falls into arrears). If the Customer or BDA Kerala initiates termination of this Agreement, Customer will be obligated to pay any balance due on the account computed in accordance with Section X above. Customer agrees that BDA Kerala may charge such unpaid fees to a credit card or otherwise bill Customer for such unpaid fees. BDA Kerala reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter request access to the Service.

XIII. Termination for Cause: Any unauthorized access, use, copying, disclosure, distribution, or sub-licensing by Customer or with Customer's aid or consent of the Service or Data or any related methods, techniques, or processes will be deemed a material breach of this Agreement. BDA Kerala in its sole discretion, within reason, may terminate or suspend the password, account or use of the Service if Customer or its Users materially breach this Agreement provided that BDA Kerala provides Customer a ten (10) day notice and a fifteen (15) day period to cure any and all material breaches thereafter.

XIV. Termination of Service: Customer agrees that upon termination, BDA Kerala will delete all files and information related to the Service after providing Customer notice ten (10) business days before such deletion to allow Customer's files to be downloaded in the format specified in the application and, thereafter, will bar any further access to the Service. Under no circumstances, database in SQL or other formats, other than the Excel format as defined in the application, shall be provided. Customer may terminate the Service on five business days advance notice for failure by BDA Kerala to achieve the Uptime Milestone or due to a security breach. In such event, Customer, as it's sole and exclusive monetary remedy in connection with such termination, may elect to have refunded the price paid in advance (if any) for the remaining portion of Agreement's term for use of the Service (excluding any setup fees). BDA Kerala may terminate use on notice of the Service if the Customer is a competitor of BDA Kerala and upon such termination shall refund any fees advanced by Customer.

XV. Disclaimer of Warranties:

1. Customer expressly agrees that the use of the Service is at the sole risk of the Customer and is provided on an 'as is' and 'as available' basis. BDA Kerala and its affiliates expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

2. BDA Kerala and its suppliers make no warranty that: (i) the Service will meet the Customer's requirements or result in revenues or profits; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Service will be accurate or reliable; and, (iv) the quality of any products, service, information, or other material purchased or obtained by the Customer through the Service will meet the Customer's expectations. While BDA Kerala will use commercially reasonable efforts to prevent unauthorized access to data entered into "restricted fields" within the Service, BDA Kerala and its suppliers make no warranty that such fields will be secure against such unauthorized access or other security breaches. BDA Kerala and its suppliers make no representations or warranties of any kind whatsoever, express or implied, in connection with the Terms of Service or the Service, including but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement, unless such representations and warranties are not legally excludable. Any material downloaded or otherwise obtained through the use of the Service is downloaded or obtained at the discretion and risk of the Customer and the Customer will be solely responsible for any damage to a computer system or loss of data that results from the download of any such material.

3. No advice or information, whether oral or written, obtained by the Customer from BDA Kerala or through or from the Service, shall create any warranty not expressly stated in the Terms of Service.

4. The Customer represents that (i) to the best of its knowledge and beliefs, its use of the Service does not directly or indirectly infringe upon the legal rights of a third party, (ii) the Customer is the owner of such Data, or has been granted all of the rights necessary from the owner of such Data to submit the Data to the Service; (iii) the storage of such Data by BDA Kerala will neither infringe on nor misappropriate the property rights of or otherwise violate the rights of any third party; (iv) billing and other information provided by it is accurate and (v) that the performance of this Agreement by Customer does not violate any agreement or obligation of Customer.

XVI. LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

XVII. Indemnity: Subject in all cases to the limitations set forth in Section XVI (LIMITATION OF LIABILITY), the parties agree to the indemnity provisions set forth in subsections (a)-(d) below:

1. The Customer agrees to indemnify BDA Kerala and its officers, directors, subsidiaries, affiliates, successors and assigns (collectively, the "BDA Kerala Indemnitees"), and defend and hold the BDA Kerala Indemnitees harmless from and against all liabilities, losses, damages, settlements, actions, claims, suits, penalties, fines or expenses (including, without limitation, reasonable attorneys' fees and other expenses of litigation) incurred by any BDA Kerala Indemnitees relating to or arising from or occurring as a result of the Customer's use of the Service; the Customer's connection to the Service; the Customer's violation of the Terms of Service; or, the Customer's violation of any proprietary or other rights of another provided that: (a) BDA Kerala Indemnitees notify Customer in writing of the claim within 30 days of notice of such claim; (b) Customer has sole control of the defense and resolution of such claim; and, (c) BDA Kerala Indemnitees provide Customer with the reasonable assistance to perform Customer's obligations under this Section. Customer will reimburse BDA Kerala Indemnitees' reasonable out-of-pocket expenses incurred in providing such assistance.

2. BDA Kerala shall indemnify the Customer and its officers, directors, subsidiaries, affiliates, successors and assigns (collectively, the "Customer Indemnitees"), and defend and hold the Indemnitees harmless from and against all liabilities, losses, damages, settlements, actions, claims, suits, penalties, fines or expenses (including, without limitation, reasonable attorneys' fees and other expenses of litigation) incurred by any Customer Indemnitees, relating to or arising from or occurring as a result of infringement by the BDA Kerala Service of any patent, copyright, trademark, trade secrets or other intellectual property rights of a third party, provided that: (i) Customer Indemnitees notify BDA Kerala in writing of the claim within 30 days of notice of such claim; (ii) BDA Kerala has sole control of the defense and resolution of such claim; and, (iii) Customer Indemnitees provide BDA Kerala with the reasonable assistance to perform BDA Kerala's obligations under this Section. BDA Kerala will reimburse Customer Indemnitees' reasonable out-of-pocket expenses incurred in providing such assistance.

3. Each party shall also indemnify, defend and hold the other party and its respective Indemnitees (as defined in (a) and (b) above) free and harmless from and against any and all claims, demands, actions, causes of action, lawsuits, judgments, costs, expenses and other liabilities of every nature, including attorneys' fees, arising from the breach or inaccuracy of any of the indemnifying party's representations or warranties contained in this Agreement.

4. The foregoing indemnification provisions shall survive the termination of this Agreement.

XVIII. Notices: Notices to the Customer shall be made by e-mail to the Admin Contact specified in the Service Sign-up. Notice to BDA Kerala shall be sent to service@bdakerala.com from the Admin contact specified in the service contact or modified in the billing application by the customer: The Service may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to the Customer's message centre.

XIX. Entire Agreement: BDA Kerala reserves the right to deny access to or terminate the Service upon any grounds that BDA Kerala deems as appropriate. This Agreement constitutes the complete Agreement between the parties and, except as provided, supersedes all previous agreements or representations, written or oral, with respect to the Services described herein.

XX. Partners and Resellers: If a Reseller or partner is selling the product, the partner should invoice customer directly and collects payment. In case of a dispute between reseller and service provider, the service provider shall have the right to retain their account and re-enter into a new contract with BDA Kerala. Under no circumstances, the reseller or partner will have right to the data or server access.

XXI. General: This Agreement becomes effective upon (a) acceptance of these terms by the Customer as evidence by assent of the person accepting this agreement and (b) valid payment by the Customer; and (c) acceptance by BDA Kerala as shown by and acceptance respond or commencement of use of the Service.