SaaS (Software as a Service Agreement) for GCA

This GCA Software as a Service Agreement (the “Agreement”) is entered into by and between Green Card Atlas (“GCA”) and Customer (the "Customer"). The Agreement governs all orders and usage under this agreement, including but not limited to, the Order Form(s) executed by GCA and Customer. The parties to this Agreement shall be referred to collectively as the “Parties” or individually as a “Party.”

RECITALS

• WHEREAS, GCA provides access to the Services to its customers;
• WHEREAS, Customer seeks to access and utilize the Services offered by GCA, and GCA agrees to provide such access, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of mutual covenants, promises, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

“Aggregated Data” refers to data and information relating to the Customer’s use of the Services, compiled by GCA in an anonymized and aggregate manner, for the purpose of generating statistical and performance insights related to the Services.

“Authorized User” refers to Customer’s employees, contractors, consultants, or agents who have been duly authorized by Customer to access and utilize the Services as per the rights granted under this Agreement.

“Customer Data” means all data, information, and content (other than Aggregated Data) provided by or on behalf of Customer or Authorized Users while using the Services.

“Documentation” refers to the user manuals, guides, surveys, and other related materials provided by GCA to Customer, in any form (digital or physical), that describe the Services.

“GCA IP” refers to all intellectual property associated with the Services, Documentation, and any related materials provided by GCA to Customer or Authorized Users, including Aggregated Data, but excluding Customer Data.

“Services” refers to the software-as-a-service solution described in the Order Form(s), as provided by GCA.

2. ACCESS AND USE OF SERVICES

2.1 Grant of Access

Subject to Customer’s compliance with this Agreement and the payment of applicable fees, GCA grants Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services for internal business purposes during the Term. This access is restricted to the Customer and Authorized Users as described in the Order Form(s).

2.2 Documentation Usage Rights

GCA grants Customer a non-exclusive, non-sublicensable, non-transferable, and revocable license to use the Documentation solely for internal purposes in connection with the Services.

2.3 Usage Restrictions

Customer agrees not to:

• Copy, modify, or create derivative works based on the Services or Documentation;
• Rent, lease, sell, sublicense, assign, or otherwise transfer the Services or Documentation to third parties;
• Reverse-engineer, disassemble, decompile, or attempt to gain unauthorized access to the Services;
• Remove any proprietary notices from the Services or Documentation;
• Use the Services in any way that violates intellectual property rights or applicable laws.

2.4 Rights Reserved

Except as expressly provided herein, all rights, titles, and interests in and to GCA IP are retained by GCA. Nothing in this Agreement grants Customer any ownership rights in GCA IP.

2.5 Suspension of Services

GCA may suspend access to the Services for the following reasons:

• Security threats or attacks on GCA IP;
• Fraudulent, illegal, or disruptive activities by Customer or Authorized Users;
• Bankruptcy, liquidation, or insolvency proceedings involving Customer;
• Prohibition of Services by applicable laws;
• Suspension of third-party services integral to the Services.

GCA will provide written notice of suspension and use commercially reasonable efforts to restore access as soon as possible.

3. CUSTOMER RESPONSIBILITIES

Customer shall be responsible for:

• All actions taken by Authorized Users under the terms of this Agreement;
• Ensuring Authorized Users comply with this Agreement;
• Promptly reporting any security breaches or unauthorized access.

4. FEES AND PAYMENT TERMS

4.1 Payment of Fees

Customer agrees to pay GCA the fees as outlined in the Order Form(s), in US dollars, without any offset or deduction. Payment shall be due on or before the date specified in the Order Form.

4.2 Late Payments

If Customer fails to make timely payments:

• GCA may charge interest on overdue amounts at the highest permissible rate under applicable law;
• Customer shall reimburse GCA for collection costs, including legal fees;
• GCA may suspend access to the Services until payments are made in full.

4.3 Taxes

Customer is responsible for all applicable taxes (e.g., sales, use, excise) imposed by any governmental authority, excluding taxes on GCA's income.

5. CONFIDENTIALITY

Each Party acknowledges that they may receive or have access to Confidential Information from the other Party. Confidential Information includes trade secrets, business strategies, and sensitive data disclosed during the term of this Agreement.

The receiving Party agrees not to disclose such Confidential Information except to its employees, agents, or contractors who need access for performance under this Agreement. Obligations of confidentiality will remain in effect for five (5) years, except in the case of trade secrets, which will remain protected as long as they are subject to legal protection.

6. INTELLECTUAL PROPERTY AND FEEDBACK

6.1 Ownership of GCA IP

GCA retains full ownership of all intellectual property rights associated with GCA IP.

6.2 Ownership of Customer Data

Customer retains ownership of all intellectual property rights in Customer Data. However, Customer grants GCA a non-exclusive, perpetual, irrevocable, royalty-free license to use, reproduce, and display Customer Data for the purposes of providing the Services.

6.3 Feedback

Customer agrees that any feedback provided to GCA, including suggestions for improvements to the Services, is the property of GCA. GCA has the right to use such feedback without compensation to the Customer.

7. LIMITATION OF LIABILITY

GCA’s liability for any claim arising out of or related to this Agreement will be limited to the total fees paid by the Customer for the Services in the 6 months preceding the event giving rise to the claim. GCA shall not be liable for any indirect, consequential, or incidental damages, including loss of data or profits.

8. TERM AND TERMINATION

8.1 Termination for Convenience

Either Party may terminate this Agreement by providing written notice to the other Party, subject to any pending obligations.

8.2 Termination for Breach

Either Party may terminate this Agreement if the other Party materially breaches any provision of the Agreement and fails to cure the breach within thirty (30) days of written notice.

8.3 Effects of Termination

Upon termination, Customer’s access to the Services will cease, and all outstanding fees will become due immediately.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the United States, India, and the European Union as applicable, without regard to its conflict of law principles. Any disputes shall be resolved through binding arbitration in accordance with the rules of the respective jurisdiction.

10. MISCELLANEOUS

• This Agreement constitutes the entire understanding between the Parties.
• Any modifications or amendments to this Agreement must be in writing and signed by both Parties.

Neither Party may assign or transfer this Agreement without the prior written consent of the other Party.

Disclaimer of Warranties

The GCA intellectual property and services are provided "As is," and GCA hereby disclaims all warranties, whether express, implied, statutory, or otherwise. GCA explicitly disclaims all implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as all warranties arising from course of dealing, usage, or trade practice. GCA makes no warranty that gca intellectual property, services, or any products or outcomes from their use, will meet the requirements of the customer or any other individual, operate without interruption, achieve any specified results, be compatible with any software, system, or other services, or be secure, accurate, complete, free from malicious code, or error-free.

Customer’s Indemnification Obligations

The Customer agrees to indemnify, defend, and hold GCA harmless, at GCA’s discretion, from any losses arising out of third-party claims asserting that the Customer Data or the use of Customer Data under this Agreement infringes or misappropriates any third-party intellectual property rights. This includes third-party claims resulting from: (i) the Customer’s negligence or intentional misconduct; (ii) unauthorized use of Services; (iii) integration of Services with unauthorized or third-party software, hardware, or technology not approved by GCA in writing; or (iv) modifications to the Services not authorized by GCA. The Customer may not settle any third-party claims without GCA’s prior written consent. GCA retains the right, at its sole discretion, to defend itself against such claims or participate in the defense with counsel of its choosing.

Exclusive Remedy for Intellectual Property Infringement Claims

This section outlines the Customer’s exclusive remedies and GCA’s sole liability for any claims regarding the infringement, misappropriation, or violation of third-party intellectual property rights. In no event will GCA’s liability exceed the fees paid by the Customer under this Agreement.

Limitations of Liability

GCA shall not be liable for any of the following under any legal theory, including contract, tort (including negligence), strict liability, or otherwise: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value, or lost business, revenues, profits, or production; (c) loss of goodwill or reputation; (d) loss or interruption of data, inability to use data, or breach of system or data security; or (e) costs of replacement products or services, even if GCA was advised of such possible damages. GCA’s total liability under or in connection with this agreement shall not exceed the total fees paid to GCA by the customer for the services.

Duration and Termination

Term of Agreement: This Agreement shall commence on the Effective Date and will continue in effect until the term specified in the Order Form, unless earlier terminated in accordance with the provisions of this Agreement.

Termination: GCA reserves the right to terminate this Agreement at any time, including, but not limited to, situations where: (A) the Customer fails to pay any amount due under this Agreement within 5 days after written notice from GCA; or (B) the Customer breaches any of its obligations under this Agreement.

Effect of Termination: Upon the expiration or termination of this Agreement, the Customer must immediately cease using the GCA Intellectual Property. Additionally, the Customer must return, delete, or destroy all copies of GCA Intellectual Property, certifying in writing that the GCA Intellectual Property has been removed. Termination does not relieve the Customer from the obligation to pay any fees that are due prior to such expiration or termination, nor does it entitle the Customer to a refund.

Survival: The obligations under Sections 10(d) and 1, 4, 5, 6, 7, 8, 9, and 11 shall survive the expiration or termination of this Agreement. Other provisions will not survive unless explicitly stated.

Miscellaneous Provisions

Location of Services: Services may be provided outside the jurisdiction of either GCA or the Customer. GCA may change the location of service delivery, but GCA remains responsible for ensuring that Services are delivered in accordance with this Agreement.

Entire Agreement: This Agreement, including all incorporated documents, constitutes the complete and exclusive understanding between the Parties concerning its subject matter and supersedes all prior communications, representations, and agreements. In case of inconsistency, the following order of precedence applies: (i) this Agreement, (ii) GCA’s Terms of Service, (iii) GCA’s Privacy Policy, (iv) GCA’s Data Processing Addendum, and (v) the Order Form(s).

Notices: All communications or notices must be in writing and delivered in accordance with the contact details specified in the Agreement. Notices are effective only when received by the intended recipient.

Force Majeure: GCA will not be liable for delays or failures to perform due to events beyond its reasonable control, including but not limited to natural disasters, wars, strikes, terrorism, and governmental actions.

Amendments, Modifications, and Waivers: Any amendments or modifications to this Agreement must be in writing and executed by both Parties. No waiver of any provision is effective unless it is in writing, signed by the Party granting the waiver.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect. The Parties will negotiate in good faith to replace the invalid provision with a valid one that reflects the intent of the original provision.

Governing Law and Jurisdiction: This Agreement shall be governed by the laws of California, USA, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be resolved in the federal courts of the United States or the state courts of California, Santa Clara County, and both Parties consent to the exclusive jurisdiction of such courts.

Assignment: The Customer may not assign or transfer any of its rights or obligations under this Agreement without GCA’s prior written consent. Any unauthorized assignment or delegation is void.

Export Compliance: The Customer must comply with all applicable export control laws and regulations, including obtaining necessary licenses, when using or exporting Services or Customer Data outside the United States.

Equitable Remedies: The Parties agree that breaches of this Agreement may result in irreparable harm, and thus equitable relief, such as injunctive relief or specific performance, may be sought in addition to other legal remedies.

Execution in Counterparts: This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which together will constitute one and the same document.

By using GCA Services, the Customer acknowledges that they have read, understood, and agreed to the terms and conditions of this Agreement.

                                                                                                                                                                                     - (Automatically updated on the final working day of each month for accuracy.)