The Parties agree as follows:
1. DEFINITIONS. Capitalized terms shall have the meanings set forth below..
“Affiliate(s)” means an entity controlled by, under common control with, or controlling a Party, where “control” refers to ownership or direct or indirect control of more than fifty percent (50%) of the voting securities or other ownership interest of the other company or entity, or the direct or indirect power to direct or cause the direction of the management and policies of the other company or entity.
“Customer Content” means, any information provided by (or on behalf of) the Customer or its Affiliates to PageNTRA or directed to the Services by Web Users, and includes Provisioning Data.
“Deliverable” means any specifically identified and defined deliverables to be provided in performance of Professional Services.
“Professional Services” means implementation or consulting services that PageNTRA offers to its customers.
“Provisioning Data” means the information the Customer is required to provide in order to subscribe and gain access to the Subscription Services.
“Quote” means, as applicable, the quotation, order form or other ordering document agreed between the Parties.
“Network Data” means data that PageNTRA uses, creates, compiles, analyses or generates in order to configure the Services and/or to provide the Services, including but not limited to time of transaction, Web User IP address, URL, status (success or error), file type, filter result (allowed or denied), virus ID, and other metadata (e.g. browser software used), and any other network traffic (and related data) sent to or received from (or on behalf of) the Customer or its Affiliates through use of the Services, in detail and/or in an aggregated form.
“Service” means Subscription Services and/ or Professional Services, as applicable, purchased by the Customer.
“Service Description” means PageNTRA’s published description of a Service’s features, including, but not limited to, any service-specific additional terms and requirements, and any accompanying service level agreements.
“SOW” means the statement of work or other document entered into or accepted by the Parties containing at a minimum (i) a description of the Professional Services and/or any Deliverable to be delivered to the Customer; (ii) the scope of Professional Services; (iii) the schedule for the provision of such Professional Services; and (iv) the applicable fees and payment terms for such Professional Services.
“Subscription” means a fixed term right to access, use and/or benefit from a Subscription Service.
“Subscription Service” means any PageNTRA branded solution delivered over the Internet and/or hosted or managed by PageNTRA and made available via a network.
“Subscription Term” means the period of time for which a Subscription is valid, as mentioned in the Quote.
“Web Asset” means each unique URL or web-application owned, controlled and operated by (or on behalf of) the Customer or its Affiliates.
“Web Users” means any user (including any machine) who or which visits, accesses, interacts with or otherwise uses the Web Assets or attempts to do so.

2. SUBSCRIPTION SERVICES
a) Initial Account and Service Set-Up. The Customer must provide PageNTRA with all reasonably necessary Provisioning Data to allow PageNTRA to provision and deliver each Subscription Service. PageNTRA will make the Subscription Services available to the Customer pursuant to this Agreement and the Service Description.
b) Use of the Subscription Services. For the duration of the Subscription Term, PageNTRA grants to the Customer a non-exclusive, non-transferable, worldwide right to use the Subscription Services i) unless otherwise specifically agreed between the Parties, for the Customer’s internal business purposes only, ii) only for lawful business purposes and in compliance with applicable laws, and iii) in accordance with any use limitations mentioned in the Quote or in this Agreement. If the Customer does not comply with these requirements, PageNTRA reserves the right to immediately suspend all or part of the Subscription Services during such non-compliance, without compensation to the Customer of any kind.
c) Use by Third Parties. The Customer is permitted to use the Subscription Services through its Affiliates or third-party consultants, provided such parties are under written obligation to comply with this Agreement, and the Customer assumes full responsibility for their actions in connection with such use.
d) Customer Configurations. The Subscription Services do not include the Customer’s configurations, nor policies and procedures implemented and set by the Customer that are available through the Subscription Services. The Customer acknowledges and agrees that the Customer is solely responsible for selecting the Customer’s configurations and assuring that the selection conforms to the Customer’s policies and procedures and complies with all applicable laws and regulations in jurisdictions in which the Customer is accessing the Subscription Services.
e) Changes to Web Assets. The Customer can change the Web Assets at any time (i.e. without increasing their number), without having to submit any additional order to PageNTRA for such changes. The Customer may increase the Web Assets at any time, by submitting an order for additional Subscription Services. Each additional order will be subject to the then-current version of this Agreement. The Web Assets for which a Subscription is purchased cannot be decreased during the Subscription Term.
f) Use Limitations. The Customer shall not (i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise or otherwise make the Subscription Services available to any third parties, (ii) interfere with, or create an undue burden on the Subscription Service or PageNTRA’s network in a manner that poses or has the potential to pose significant harm to PageNTRA’s other customers or internal systems, (iii) introduce software or automated agents or scripts into the Subscription Services so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Subscription Services, (iv) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services, (v) cover or obscure any page or part of the Subscription Service via HTML/CSS, scripting, or any other means, and (vi) perform or disclose any benchmark or performance tests of the Subscription Services, other than solely for the Customer’s internal use.
g) Responsibilities. Customer shall use commercially reasonable efforts to (i) prevent unauthorized access to or use of the Subscription Services, and notify PageNTRA promptly of any such unauthorized access or use, and (ii) ensure the security of the customer’s applications being used to access the Subscription Services.
h) Third-Party Offerings. PageNTRA may, upon Customer’s request, assist the Customer in obtaining third party products and services which may be necessary or desirable for the effective use and/ or evaluation of the Subscription Service or which may otherwise allow the Customer to connect to or interact with the Subscription Service (each, a “Third-Party Offering”). In such a situation, the Customer (i) acknowledges that this Agreement does not apply to the use or access to such Third-Party Offering; (ii) would be required to accept the terms and conditions of the relevant third party provider of such Third-Party Offerings; (iii) authorizes PageNTRA to share such Customer Content with the third party as may be necessary to procure the Third-Party Offering; (iv) agrees that the third-party providers are not PageNTRA’s agents, PageNTRA is not responsible for the Third-Party Offering and that PageNTRA shall not in any way be deemed to endorse such Third-Party Offering.

3. CUSTOMER CONTENT.
a) PageNTRA is not obligated to the Customer to maintain any copies of the Customer Content, and may have to irretrievably delete Customer Content in order to perform the Subscription Service. PageNTRA may use and retain Provisioning Data for business purposes related to the Agreement and to the extent necessary to meet PageNTRA’s legal compliance obligations (including, for audit and anti-fraud purposes). The Customer acknowledges that PageNTRA may use any of the Customer Content to determine usage trends, perform analytics, improve the Services, promote and market the effectiveness of the Services, or for any other ordinary business purpose.
b) PageNTRA retains all right, title and interest in the Network Data, and shall have the right to use Network Data for purposes of providing, maintaining, developing, and improving its Services. PageNTRA may monitor and inspect the traffic on the Web Assets, as necessary to perform the Services and to derive and compile Network Data. PageNTRA is not responsible to retain any Network Data for a period exceeding one hundred and eighty (180) days from the date of the date it was originally created.

4. PROFESSIONAL SERVICES. PageNTRA will provide the Customer with Professional Services as set forth in the applicable SOW. Each Party will designate in each SOW an individual who will be the primary point of contact between the Parties for all matters relating to the Professional Services to be performed thereunder. The Customer will (a) cooperate with PageNTRA, (b) provide PageNTRA with accurate and complete information, (c) provide PageNTRA with such assistance and access as PageNTRA may reasonably request, and will fulfil its responsibilities as set forth in this Agreement and the applicable SOW. If applicable, while on the Customer’s premises for Professional Services, PageNTRA personnel shall comply with reasonable Customer rules and regulations regarding safety, conduct, and security made known to PageNTRA.

5. TERM; TERMINATION
a) Term. This Agreement is effective upon the date of acceptance or Customer’s use of the Services, whichever occurs first, and will continue unless terminated as specified below. The Customer acknowledges that Subscriptions purchased cannot be cancelled for convenience and associated Fees are non-refundable.
b) Right to Termination. This Agreement and each individual Subscription may be terminated by either Party if the other Party breaches any material term of this Agreement and such breach remains uncorrected for thirty (30) days following written notice; or immediately, if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or similar action for the benefit of creditors as a consequence of debt, or if the other Party otherwise ceases or threatens to cease business.
c) Effect of Termination. Upon termination of an individual Subscription, the Agreement and all other Subscriptions will continue. Upon termination of this Agreement in whole, all current Subscriptions will be terminated immediately. Termination of this Agreement will be without prejudice to any rights or liabilities accrued as of the date of termination. PageNTRA is entitled to invoice and be paid for all Services provided up to the effective date of termination, and all invoices become immediately then due and payable. Notwithstanding the termination of this Agreement for any reason, any provision of the Agreement, which is intended to survive expiration or termination will survive, including, without limitation, confidentiality, indemnity, limitations on liability and disclaimers of warranties, governing law, and the Customer’s payment obligations accrued prior to termination.

6. INVOICES; FEES; PAYMENT; TAXES.
a) Invoices. PageNTRA will invoice the Customer the fees and other charges as per the schedule agreed in the Quote. PageNTRA reserves the right to begin invoicing the Customer, even if PageNTRA cannot provide the Services due to Customer’s act or omission or failure to provide required information (including Provisioning Data).
b) Fees and Payment. The Customer will pay PageNTRA the amounts invoiced (“Fees”) within thirty (30) days from the date of invoice unless otherwise mutually agreed to in writing by the Parties. Except as otherwise specified in a Quote or SOW, all Services shall be deemed accepted upon delivery. The Customer shall reimburse PageNTRA for out-of-pocket expenses incurred by PageNTRA in connection with its performance of Professional Services. PageNTRA will provide the Customer with reasonably detailed invoices for such expenses. If any sum payable to PageNTRA is not paid by the due date, PageNTRA reserves the right, without prejudice to any other remedy, to (i) charge interest on such overdue sum on a day to day basis from the due date until paid in full the lesser of one percent (1%) per month or the maximum rate permitted by applicable law; and/or (ii) suspend the provision of the Services upon five (5) days prior notice, until paid in full.
c) Taxes. In addition to the Fees, the Customer will pay to PageNTRA , any applicable statutory taxes, levies or duties (except income tax on PageNTRA’s net income). Where tax laws require the Customer to deduct income tax at source from the amounts that the Customer pays under this Agreement (each a “TDS”), the Customer may deduct such TDS at a rate no higher than the minimum rate required by the Customer to comply with the applicable tax laws. For each TDS deduction, the Customer will, within the time limit provided under law, furnish to PageNTRA a certificate in the prescribed format.

7. WARRANTY. PageNTRA warrants that it will provide Subscription Services using reasonable care and skill in accordance with the corresponding Services Description and within the industry standards. The warranty for a Subscription Service ends when the Subscription Term ends. PageNTRA warrants that Professional Services will be performed in a competent and workmanlike manner. Each Party warrants that it has the legal authority and power to enter into this Agreement.
THE SERVICES ARE BEING PROVIDED BY PAGENTRA “AS IS” AND “AS AVAILABLE”. PAGENTRA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF AN SERVICE OR THAT PAGENTRA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD-PARTY ACCESS. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, THE WARRANTIES SET OUT IN THIS SECTION ARE THE EXCLUSIVE WARRANTIES FROM PAGENTRA AND REPLACE ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, ACCURACY MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PAGENTRA’S WARRANTIES WILL NOT APPLY IF THERE HAS BEEN MISUSE, MODIFICATION, DAMAGE NOT CAUSED BY PAGENTRA OR FAILURE TO COMPLY WITH INSTRUCTIONS PROVIDED BY PAGENTRA.

8. INTELLECTUAL PROPERTY.
a) Proprietary Rights. As between the Customer and PageNTRA, (i) the Customer is and will remain the sole and exclusive owner of all right, title and interest to all Web Assets and Provisioning Data, including any intellectual property rights therein; (ii) PageNTRA and its licensors is and will remain the sole and exclusive owner of all right, title and interest in the Subscription Services, including any intellectual property rights therein. Each Party reserves all rights that are not expressly granted to PageNTRA pursuant to this Agreement.
b) Pre-Existing Work. Any pre-existing proprietary or Confidential Information of PageNTRA or it’s licensors used to perform the Services, or included in any Deliverable provided under a SOW, including but not limited to software, appliances, methodologies, code, templates, tools, policies, records, working papers, know-how, data or other intellectual property, written or otherwise, including derivative works thereof will remain the exclusive property of PageNTRA and its licensors (collectively, “PageNTRA Information”). To the extent that PageNTRA incorporates any PageNTRA Information into the Deliverable(s), PageNTRA hereby grants to the Customer a non-exclusive, non-transferable license to use such PageNTRA Information at no additional charge solely for Customer’s internal business purposes, in accordance with the limitations set forth in this Agreement and any applicable SOW.
c) Deliverables. Subject to PageNTRA’s rights in PageNTRA Information, all Deliverables created specifically for and provided to the Customer by PageNTRA under a SOW will, upon final payment, become the property of the Customer.
d) Retention. The Customer acknowledges that PageNTRA provides similar services to other customers and that nothing in this Agreement will be construed to prevent PageNTRA from carrying on such business. PageNTRA has the right to retain and use internally copies of the Deliverables, provided, however, that nothing in this Agreement will allow either Party to distribute, disclose or create derivative works of the other Party’s Confidential Information or intellectual property rights.

9. DEFENSE OF THIRD-PARTY CLAIMS.
a) By PageNTRA. PageNTRA will defend, indemnify and hold the Customer harmless against any claim asserting that the Services infringe any intellectual property right of a third party, and will pay any and all damages finally awarded by a court and actually paid by the Customer, or agreed to in a final settlement by PageNTRA and attributable to such claim. If the Services are found to infringe, or if PageNTRA determines in PageNTRA’s sole opinion that the Services are likely to be found to infringe, then PageNTRA will either (i) obtain for the Customer the right to continue to use the Services; or (ii) modify the Service so as to make it non-infringing, or replace it with a non-infringing equivalent substantially comparable in functionality; or, if PageNTRA determines in its sole opinion that “(i)” and/or “(ii)” are not reasonable, PageNTRA may (iii) terminate the Customer’s rights and PageNTRA’s obligations under this Agreement with respect to such Services, and in such case shall refund to the Customer the pre-paid fees for the relevant Services. Notwithstanding the above, PageNTRA will not be liable for any infringement claim to the extent that it is based upon: (1) modification of the Services other than by PageNTRA; (2) combination, use, or operation of the Services with products not specifically authorized by PageNTRA to be combined with the Services; (3) use of the Services other than in accordance with this Agreement; (4) Customer’s continued use of infringing Services after PageNTRA, for no additional charge, supplies or offers to supply modified or replacement non-infringing Services; or (5) Customer Content.
b) By Customer. The Customer shall indemnify, defend and hold PageNTRA, its licensors, suppliers, officers, directors, employees and agents harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit or proceeding made or brought by a third party alleging that PageNTRA’s performance of its Services has violated its rights to use or access the Web Assets.
c) Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the following: (a) the indemnified Party will promptly notify the indemnifying Party in writing of any threatened or actual claim or suit; provided, that failure to provide such prompt notice will not release the indemnifying Party from its indemnity obligations except to the extent the indemnifying Party is materially prejudiced thereby; (b) the indemnifying Party will have sole control of the defence or settlement of any claim or suit; (c) the indemnified Party will cooperate with the indemnifying Party (at the indemnifying Party’s expense) to facilitate the settlement or defines of any claim or suit; and (d) the indemnifying Party will not settle any claim or suit in a manner which results in an admission of liability by the indemnified Party, without the indemnified Party’s prior written consent.
d) Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

10. CONFIDENTIALITY. “Confidential Information” means, for purposes of this Agreement, the non-public information exchanged by the Parties, provided that such information is: (1) identified as confidential at the time of disclosure by the disclosing Party (“Discloser”), or (2) disclosed under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by the Party receiving such information (“Recipient”). A Recipient may use the Confidential Information that it receives from the Discloser solely for the purpose of performing activities contemplated or exercising its rights under this Agreement. For a period of five (5) years following the applicable date of disclosure of any Confidential Information, a Recipient will not disclose the Confidential Information to any third party without the written consent of the Discloser. A Recipient will protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication as the Recipient uses to protect its own confidential information of a like nature. The Recipient may disclose the Confidential Information to its affiliates, agents and subcontractors with a need to know in order to fulfill the purpose of this Agreement, under a nondisclosure agreement at least as protective of the Discloser’s rights as this Agreement.
This Section 10 imposes no obligation upon a Recipient with respect to Confidential Information which: (i) is or becomes public knowledge other than by breach of this Agreement; (ii) was in the Recipient’s possession before receipt from the Discloser and was not subject to a duty of confidentiality; (iii) is rightfully received by the Recipient without any duty of confidentiality; (iv) is disclosed generally to a third party by the Discloser without a duty of confidentiality on the third party; or (v) is independently developed by the Recipient without use of the Confidential Information. The Recipient may disclose the Discloser's Confidential Information as required by law or court order provided: (1) the Recipient promptly notifies the Discloser in writing of the requirement for disclosure, if legally permissible; and (2) discloses only as much of the Confidential Information as is required. Upon request from the Discloser or upon termination of the Agreement, the Recipient will aim to return all Confidential Information and all copies, notes, summaries or extracts thereof or certify destruction of the same.
Each party will retain all right, title and interest to such party’s Confidential Information. Subject to the terms of this Agreement: (i) Discloser may request the return of Confidential Information; (ii) or upon termination or completion of the Agreement or any Services, Recipient will either return (if technically feasible to do so) or destroy the Confidential Information and upon request of Discloser, will certify such destruction. Notwithstanding the foregoing and provided that such information is protected in accordance with the terms of this Agreement, the Recipient may continue to maintain copies of Confidential Information: (i) that is included in its data backup, which will be destroyed in accordance with the Recipient’s data retention policies; or (ii) as required to comply with applicable law, which will be destroyed when such obligation is met.

11. LIMITATION OF LIABILITY.
a) Nothing in this Agreement shall exclude or limit: (i) PageNTRA’s liability for death or personal injury caused by its negligence; (ii) any fraudulent pre-contractual misrepresentations made by PageNTRA on which Customer can be shown to have relied; (iii) either party’s obligations outlined in Section 9; (iv) a Party’s liability for infringement or misappropriation of the other’s intellectual property rights or (v) any other liability which cannot be excluded by law.
b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR (i) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES; OR II) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, ANTICIPATED SAVINGS, WASTED MANAGEMENT AND STAFF TIME; WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR USE OF THE SERVICES, EVEN IF THE OTHER PARTY HAVE BEEN ADVISED SUCH DAMAGES OR LOSSES MIGHT OCCUR.
c) SUBJECT TO SECTIONS A) AND B), TO THE EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S (AND IN PAGENTRA’S CASE OF PAGENTRA’S AND PAGENTRA’S SUPPLIERS’) TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN RELATION TO THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES UP TO THE FOLLOWING AMOUNTS: I) FOR SERVICES, THE AMOUNT CUSTOMER WERE REQUIRED TO PAY FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE CAUSE OF ACTION AROSE OR II) FOR EVALUATION AND BETA SERVICES UP TO INR 50,000.

12. EVALUATION AND BETA. If the Customer is provided any Service for evaluation purposes, the evaluation period will commence on the date that the Customer is notified by PageNTRA that the Service has been provisioned and will continue for the time specified by PageNTRA, but not to exceed sixty (60) days. Evaluation Services are provided for evaluation purposes and not for production use. At any time prior to the commencement of the evaluation period or during the evaluation period, PageNTRA may, in its sole discretion, decline or discontinue provision of the Service and terminate the evaluation with immediate effect. Once the evaluation period has commenced, the Customer may terminate the evaluation and PageNTRA’s provision of the Service upon seventy-two (72) hours prior written notice to PageNTRA. After the evaluation period expires, the Customer may request to continue the Service being evaluated only upon purchase of the commercially available Service. At the end of the evaluation period, the Customer must remove any Customer Content from the Service, unless the Customer is purchasing the commercially available Service. During the evaluation period, no warranties shall apply to the Service and no service level agreements or remedies will be available for the Service. All other terms and conditions of this Agreement shall otherwise apply to the Customer’s evaluation of the Service. In the event the Customer tests a beta version of a Service, the Customer acknowledges that the beta Service is untested, preliminary in form and/ or in a test environment. The terms of service-level agreement (if any) shall not apply to any evaluation or beta Services.

13. GENERAL. (a) PageNTRA is an independent contractor and shall not be deemed Customer’s employee or agent; (b) PageNTRA has the right to subcontract the performance of the Services to third parties, provided that PageNTRA remains responsible for the contractual obligations according to the Agreement. (c) All notices of breach, termination or the like will be in writing and addressed to the receiving party’s current business contact, if known and sent to the party’s address as stated above, or as updated by either party in writing. Notices shall be effective upon receipt and shall be deemed received as follows: (i) if personally delivered by courier, when delivered, or (ii) if mailed by post, on the fifth business day after posting with the proper address. (d) Neither Party may assign the rights or obligations under the Agreement, in whole or in part and whether by operation of contract, law or otherwise, without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign this Agreement, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. (e) Each Party will be excused from performance, other than payment obligations, for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, due to unforeseen circumstances or to causes beyond such Party’s reasonable control including but not limited to war, strike, riot, crime, acts of God, or shortages of resources. (f) This Agreement will be governed by the laws of India and the Parties agree to submit all disputes in relation to this Agreement to the exclusive jurisdiction of the competent Courts at Mumbai, India. Neither the foregoing sentence nor a Party’s right to terminate the Agreement shall or shall be deemed to limit its rights to seek injunctive, specific or other equitable relief in any Court of competent jurisdiction, in addition to any other available remedies, in the event of any unauthorized disclosure of Confidential Information or any actual or alleged infringement of such Party’s or third party’s intellectual property rights. (g) If any provision of the Agreement is found partly or wholly illegal or unenforceable, such provision will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions will remain in full force and effect. A waiver of any breach or default under the Agreement will not constitute a waiver of any other right for subsequent breach or default. No person other than a party to the Agreement will be entitled to enforce any term of it except as expressly provided in the Agreement. (h) PageNTRA may revise Service(s) and/or Service Descriptions at any time for the following reasons: (i) it becomes necessary due to applicable laws or industry standards, including, without limitation, any change of the foregoing; (ii) it becomes necessary for technological reasons when any change is made without materially degrading the Service(s) functionality; (iii) it becomes necessary to maintain the operation of the Service when any change is made without materially degrading the Service(s) functionality; or (iv) changes are in the Customer’s favour. (i) The terms of this Agreement are the complete and exclusive agreement between the parties with respect to the subject matter of this Agreement, and supersedes any previous or contemporaneous agreement, proposal, commitment, representation, or other communication whether oral or written between the Parties regarding such subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by Customer, even if signed and returned.