Terms and Conditions

Terms and Conditions

Thank you for choosing to use Tesseract Learning Pvt. Ltd.’s KREDO microlearning platform (KREDO).

This agreement (Agreement) is between Tesseract Learning Pvt. Ltd. (“Tesseract“, “Company“, “Us“, “We“, or “Our“) and the entity agreeing to these terms (“Customer”, “You”). If you are agreeing to this “Agreement” not as an individual but on behalf of your company, then “You” means your company, and you are binding your company to this “Agreement”.

The Agreement governs your access to and use of the KREDO platform and all associated productions, applications, derivations, or services (collectively, the “Service”).

This Agreement is intended to explain our obligations as a Service Provider and your obligations as a Customer. Please read them carefully and be sure to occasionally check with us for updates.

This Agreement is binding any use of the Service and applies to you from the time that Tesseract provides you with access to the Service.

By registering to use the Service, you acknowledge that you have read and understood this Agreement and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Service. You may not use the Service if you do not agree to the terms of this Agreement.

Tesseract reserves the right to change this Terms and Conditions at any time, effective upon the posting of a modified Agreement, and Tesseract will communicate these changes to you via email, via a phone call or notification via the Website. It is likely that the Agreement will change over time. It is your obligation to ensure that you have read, understood, and agreed to the most recent Agreement available on the Website.

This Agreement was last updated on June 14, 2021. It is effective between You and Us as of the date of You accepting this Agreement.

1. Scope

These “Terms” govern your use of KREDO as well as any technology that references these “Terms”. These “Terms” include the Privacy Policy posted at the Tesseract Learning Pvt. Ltd. (Website) from time to time as though this policy was included in these “Terms”.

2. Use of the Platform

Tesseract grants you the rights to access and use the Service with specific user roles available to you according to your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that:

  1. the Customer determines who is an Invited User and what level of the user role access to the Service that the Invited User has;
  2. the Customer is responsible for all Invited Users’ use of the Service;
  3. the Customer controls each Invited User’s level of access to the Service at all times and can revoke or change
    an Invited User’s access, or level of access, at any time and for any reason, in which case that person or
    entity will cease to be an Invited User or shall have a different level of access, as the case may be;
  4. if there is any dispute between a Customer and an Invited User regarding access to the Service, the Customer shall decide what access or level of access to the relevant Data or Service that Invited User shall
    have, if any.

3. SAAS Services and Support

3.1 Subject to the terms of this Agreement, Tesseract will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As a part of the registration process, the Customer will identify an administrative username and password for the Customer’s KREDO account. Tesseract reserves the right to refuse registration of or cancel passwords it deems inappropriate.

3.2 Subject to the terms hereof, Tesseract will provide the Customer with reasonable technical support services via electronic mail on weekdays, with the exclusion of holidays. Customer can raise helpdesk ticket any time by emailing to support@kredoapp.com. Tesseract will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

4. Your Obligations

Tesseract grants you the right to access and use the Service with the particular user roles available to you according to your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that subject to any other applicable laws:

4.1 Payment Obligations

An invoice for the Services Fee will be issued each month or quarter or year for the agreed users or the users in the platform, in accordance with the details set out in the Billing Cycle. Tesseract will continue invoicing you in accordance with the Billing Cycle until this Agreement is terminated in accordance with Clause 13.

All invoices will be sent to you, or to a billing contact whose details are provided by you. Payment of all amounts specified in an invoice must be paid in accordance with the Billing Cycle via Wire Transfer. You are responsible for payment of all taxes and duties in addition to the Services Fee.

4.2 General Obligations

You must only use the Service for your own lawful internal business purposes, in accordance with this Agreement. For further clarification, you shall not: (i) modify or copy the Service or create any derivative works based on the Service; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service available to any third party, other than to Invited Users as permitted herein; (iii) reverse engineer or decompile any portion of the Service, including but not limited to, any software utilized by Tesseract in the provision of the Service, except to the extent required by applicable laws; or (iv) modify, copy or create derivative works of any features, functions, integrations, interfaces or graphics of the Service.

4.3 Restrictions and Responsibilities

4.3.1 You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Tesseract of any unauthorized use of your passwords or any other breach of security and Tesseract will reset your password. You must take all other actions that are reasonably necessary to maintain or enhance the security of your computing systems and networks used to access the Service.

4.3.2 As a condition of this Agreement, when accessing and using the Service, you must:

  1. not attempt to undermine the security or integrity of KREDO’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
  2. not use or misuse the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;
  3. not attempt to gain unauthorized access to any materials (other than those to which you have been given express permission to access) or to the computer system on which the Service is hosted;
  4. not transmit, or input into the Service, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
  5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Service or to operate the Service except as is strictly necessary to use either of them for normal operation.

4.3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).

5. No-Charge Services

We may offer certain services to you at no charge, including free accounts, even discount coupons and discount codes which covers trial use, and access to pre-release products and beta products (No-Charge Services). Your use of “No-Charge Services” is subject to any additional terms that we may specify from time to time and is only permitted for the period designated by us based on our criteria. We may terminate your right to use “No-Charge Services” at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to “No-Charge Services”, including any support and maintenance, warranty, and indemnity obligations. You may only use a free trial once and anywhere beyond would require a detailed discussion with us. Creating duplicate accounts in order to receive multiple free trials is prohibited and will result in the immediate termination of any “No-Charge Services”, free trial or associated subscription(s) without notice. As told earlier, free trial discussions would require a detailed discussion with us.

6. Subscription Service

6.1 Subject to these “Terms”, we shall make KREDO available to users nominated by you (End Users) on a compatible computer, mobile or handheld device (Device) owned or controlled by you or our End Users. All End Users must be registered with a named email account on the KREDO platform (End User Account). You may manage them yourself from your Administrator account.

6.2 The “Terms” of this Agreement shall also apply to any updates and upgrades subsequently provided by us to you for the use of KREDO. The Company shall host KREDO and may update the functionality, user interface, usability and other user documentation, training information of, and relating to KREDO from time to time in its sole discretion and in accordance with this “Agreement” as part of its ongoing mission to improve KREDO and customers’ use of the service. The schedule of these updates will vary based on our own discretion.

Unless permitted by law or as otherwise expressly permitted in these “Terms”, you must not (nor may you authorize any third person to): (i) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to KREDO to a third party; (iii) reproduce, modify, adapt, create derivative works of, the “Service”; (iv) reverse engineer, disassemble, decompile, transfer, exchange or translate the “Service” or otherwise seek to obtain or derive the source code or API; (iv) remove or tamper with any disclaimers or other legal notices; (v) combine the whole or any part of KREDO with any other software, data or material; (vi) store or use any part of the data you do not own in an archival database or other searchable database. We must be notified immediately in writing of any breach of these conditions of use. If you are interested in conversations on reselling KREDO, or incorporating it into your other offerings, please contact us at support@kredoapp.com and we will get back to you.

7. Communication Conditions

As a condition of this Agreement, if you use any communication tools available through the Service (such as any forum, chat room or message center), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tools for posting or disseminating any material that may damage any other person’s reputation, credibility, computing devices or software or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

8. Indemnity

You indemnify Tesseract against all claims, costs, damage and loss arising from your breach of any of the terms of this Agreement or any obligation you may have to Tesseract, including but not limited to any costs relating to the recovery of any Services Fees that are found to be due by a court of law, mediator, or arbitrator, but have not been paid by you.

9. Confidentiality

9.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial, or other confidential information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Tesseract includes non-public information regarding features, functionality, roadmap, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Tesseract to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

9.2 Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Tesseract shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

9.3 Notwithstanding anything to the contrary, Tesseract shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Tesseract will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Tesseract offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

10. Intellectual Property

10.1General

Title to and all Intellectual Property Rights in the Service and any documentation relating to the Service remain the property of Tesseract (or its licensors).

10.2 Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain your property. You grant Tesseract a license to use, copy, transmit, store, and backup your information and Data solely for the purposes of providing the Service to you, enabling you to access and use the Service. Tesseract is responsible for complying with all applicable national and international laws and this Agreement as they relate to Customer Data with respect to such use.

10.3 Backup of Data

You must maintain copies of all Data inputted into the Service. Tesseract adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime, but does not make any guarantees that there will be no loss of Data. The Data, if maintained by you or through another third party who does it for you, prior approval from Tesseract must be taken and Tesseract will not be held responsible for any Data loos that may happen as an outcome of the tasks performed by the third party.

10.4 Third Party Applications and Your Data

If you enable third-party applications for use in conjunction with the Service, you acknowledge that Tesseract may allow the providers of those third-party applications to access your Data solely as required for the interoperation of such third-party applications with the Service. Tesseract shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers.

11. Security breach

The parties shall immediately notify each other in writing of any known or suspected Security Breach. In the event of a confirmed Security Breach, then Tesseract shall at its sole expense:

  • notify You and any required government or supervisory authorities, as soon as feasible and in accordance with all applicable privacy laws;
  • provide You with reasonable assistance as requested by You to assist You in mitigating any harm resulting from such Security Breach;
  • take reasonable steps necessary for Tesseract to mitigate any harm resulting from such Security Breach;
  • take appropriate steps to prevent the recurrence of any Security Breach and notify You of those steps; and
  • comply with any compliance order issued by a third party issued to Tesseract as the case may be and provide satisfactory evidence to you of such compliance.

12. Data Protection

12.1 This Section shall only apply if and to the extent that: (i) the EU General Data Protection Regulation 2016/679 (“GDPR”); and/or (ii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of the data with which you use KREDO and/or No-Charge Services.

12.2 We comply with the principles of General Data Protection Regulation (GDPR), which are:

  • Lawfulness, Transparency and Fairness
  • Purpose Limitation
  • Data Minimization
  • Accuracy
  • Storage Limitation
  • Confidentiality and Integrity

12.3 What Personal Data We Collect & Process?

We collect several different types of personal data for various purposes. Personal Data may include, but is not limited to:

  • Email address
  • First Name and Last Name
  • Phone Number
  • Address, State, Province, ZIP/Postal Code, City

12.4 How We Use Personal Data?

  • To provide you with services.
  • To notify you about changes to our services and/or products.
  • To provide customer support.
  • To gather analysis or valuable information so that we can improve our services.
  • To detect, prevent and address technical issues.

12.5 Your privacy and security are of utmost importance to us. We will always follow these principles and ask you how you would like us (or our partners) to communicate with you. In addition to this, the information collected via our technology includes:

  • Information Collected by Our Site: To make our Site more useful to you, our servers (which is hosted by a third-party service provider), collect information from you, including your browser type, operating system, Internet Protocol (IP) address (a number that is automatically assigned to your computer when you use the internet, which may vary from session to session), domain name, and/or a date/time stamp for you visit.
  • Log Files: As is true of most websites, we gather certain information automatically and store it in log files. This includes IP addresses, browser type, Internet Service Provider (“ISP”), referring exit pages, operating system, date/time stamp, clickstream data. We use this information to analyze trends, administer the Site, track users’ movements around the Site, gather demographic information about our user base, and better tailor our Site to users’ needs. For example, some of the information may be collected so that when you visit the Site, it will recognize you, and the information could then be used to serve advertisements and other information appropriate to your interests. We do not link this automatically collected data to Personal Data.
  • Cookies: We also use cookies and URL information to gather information regarding the date and time of your visit and the information for which you searched and which your viewed. “Cookies” are small pieces of information that a website sends to your computer’s hard drive while you are visiting a web site. We may use both session Cookies (which expire once you close your web browser) and persistent Cookie (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our “Site”. Persistent Cookies can be removed by following Internet browser help file directions.

12.6 We will retain and use your information to the extent necessary to comply with our legal obligations, resolve disputes, and enforce our policies.

13. Customer Data

13.1 Responsibility for Data

You are responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws (including obtaining all applicable consents) and this Agreement; (b) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party.

13.2 Use of Aggregate Data

You acknowledge and agree that Tesseract may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service and any support or consultation services to you and (B) generating Aggregated Data (as defined below), and (ii) freely use and make available Aggregated Data for Tesseract’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Tesseract’s products and services). “Aggregated Data” means data submitted to, collected by, or generated by Tesseract in connection with Customer’s use of the Service, but only in aggregate, anonymized, and de-identified form such that it is no longer identifiable to any particular individual and cannot be used alone, or together with other information, to identify a specific individual.

13.3 Data Encryption

To protect data in transit between browsers, Tesseract apps and our servers, Tesseract uses HTTPS, Secure Sockets Layer (SSL)/Transport Layer Security (TLS) for data transfer, creating a secure tunnel protected by 128-bit or higher Advanced Encryption Standard (AES) encryption. To protect data at-rest, Tesseract’s database is encrypted using 256-bit Advanced Encryption Standard (AES).

13.4 Data Retention

With the exception of Aggregated Data as described in Clause 13.2, Tesseract only stores your Data for the time needed to provide to you our Service, and for up to 3 months following the closing of your account (unless otherwise required by law).

13.5 Data Storage Location

Our server and database storage infrastructure are at the Microsoft (Azure) datacenters in USA.

13.6 Data Processing Location

Primary data processing will occur at our data storage locations, which is in Central U.S., 601 Northwest Avenue

Non-persistent data processing, which is required to process user data closer to the user’s location, or perform specialized functions such as translation, may be performed through Azure located outside of USA.

14. Warranty and Disclaimer

Tesseract shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Tesseract or by third-party providers, or because of other causes beyond Tesseract’s reasonable control, but Tesseract shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, TESSERACT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND TESSERACT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, TESSERACT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND TESSERACT’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO TESSERACT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT TESSERACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Term and Termination

16.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

16.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (90) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Tesseract will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days but thereafter Tesseract may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

17. General

17.1 If any provision of these “Terms” is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of the “Terms” shall be construed in a manner as to give greatest effect to the original intention of these “Terms”.

17.2 The waiver of any right or failure of either of us to exercise in any respect any right provided in these “Terms” in any instance shall not be deemed to be a waiver of such right in the future or a waiver of any right under these “Terms”.

17.3 Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, pandemic, act of war or terrorism, riot, labor condition, governmental action, and internet disturbance) that was beyond the party’s reasonable control (Force Majeure).

17.4 Your use of any website or software that is not provided by us to access or download KREDO shall be governed by the terms and conditions applicable to that website or software. We are not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by KREDO.

17.5 Any notices to you may either be posted on the “Site” or given in writing (which may be by email) to the address last notified by you. Any notices to us, and any questions, concerns or complaints relating to KREDO shall be in writing and addressed to: KREDO Support, Tesseract Learning Pvt. Ld., Primero Towers, No.201/202 1st ‘AA’ Cross, 2nd Main Rd, Kasturi Nagar, Bengaluru, Karnataka 560024, India or given by email to: support@kredoapp.com.

17.6 You agree to use your best endeavors to resolve any dispute arising out of or relating to these “Terms”, with us, prior to resorting to any external dispute resolution process. Please notify us in writing of any dispute you may have.

17.7 This “Agreement”, and any rights and licenses granted hereunder, must not be transferred, or assigned by you without our prior express written consent. We may, without restriction, assign this “Agreement”, and our rights and delegate our obligations hereunder to: (i) any of our affiliates or subsidiaries, or (ii) a third party participating in a merger, acquisition, sale of shares or assets, change of control, corporate reorganization, or similar transaction in which the Company is participating.

17.8 In respect of the subject matter of the “Terms”, these “Terms”, contain the entire understanding between the parties. Any previous oral and written communications, representations, warranties, or commitments are superseded by the “Terms” and do not affect the interpretation or meaning of the “Terms” and each of the parties has relied entirely on its own enquiries before entering into the “Terms”.

18. Miscellaneous

If any provision of this “Agreement” is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this “Agreement” will otherwise remain in full force and effect and enforceable. This “Agreement” is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of its rights and obligations under this “Agreement” without consent. This “Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement”, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this “Agreement” and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under this “Agreement”, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized courier delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Karnataka, India.

EXHIBIT A

Service Level Terms

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Tesseract’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Tesseract’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than three hours. Tesseract will credit Customer 5% of Service fees for each period of 180 or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Tesseract) recognizes that downtime is taking place and continues until the availability of the Services is restored. To receive downtime credit, Customer must notify Tesseract’s in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in anyone (1) calendar month in any event. Tesseract will only apply a credit to the month in which the incident occurred. Tesseract’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Tesseract to provide adequate service levels under this Agreement. Our SLA for the KREDO support can be found at this link.