SERVICE LEVEL AGREEMENT

This Service Level Agreement (“Agreement”) is made effective and entered into as of [INSERT DATE] (the “Effective Date”),

BY AND BETWEEN:

A. [INSERT COMPANY NAME], with its registered office at [INSERT ADDRESS], a company organized and existing under the laws of [INSERT COMPANY NAME], (hereinafter referred to as the “POTOLO” or “Client”), which expression shall, unless repugnant to the context, mean and include their heirs, administrators, successors, and permitted assigns.

AND

B. [INSERT COMPANY NAME], with its registered office at [INSERT ADDRESS], a company organized and existing under the laws of [INSERT COMPANY NAME], (hereinafter referred to as the “Service Provider”), which expression shall, unless repugnant to the context, mean and include their heirs, administrators, successors, and permitted assigns.

POTOLO and the Service Provider are individually referred to as the “Party” and collectively as the “Parties.”

WHEREAS:

  • I. The Client operates an app-based business offering a range of services, including food ordering, worker hiring, health consultations, gym access, fleet management, laundry services, and bus ticket sales through its mobile application (“App”).
  • II. The Client seeks to establish a Service Level Agreement to define the terms and conditions governing the provision of [INSERT NATURE OF SERVICES] services through its App.
  • III. The purpose of this Agreement is to set forth the expectations for service availability, performance standards, and response times for [INSERT NATURE OF SERVICES] tasks to maintain a high quality of service and manage user expectations.
  • IV. The Client intends to ensure compliance with regulatory requirements, including the provision of opt-in and opt-out mechanisms for users to receive text messages and communications, as required under 10DLC (10 Digit Long Code).
  • V. Both Parties acknowledge the importance of clear communication, data security, and user privacy in the delivery of [INSERT NATURE OF SERVICES] services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, both Parties mutually agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, the following expressions shall have the meanings set out below:

  • 1.1. “Agreement” means this Service Level Agreement, along with its schedules, exhibits, and annexures, as may be amended from time to time.
  • 1.2. “Applicable Laws” mean all central, state, and local laws, rules, regulations, directives, circulars, notifications, guidelines, and orders of any kind, including statutory, administrative, and judicial, which are in effect at the present time or in the future, and which govern this Agreement. This includes, without limitation to, laws of the United States (“US”), any state or local laws, and any international laws, rules, and regulations that may apply to all the Parties. It also includes any interpretations of these laws by competent courts or other legal authorities.
  • 1.3. “Confidential Information” includes all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the business (and its assets) of the Disclosing Party or any of the Disclosing Party’s affiliates (if any) or the Disclosing Party’s employees, independent contractors, clients, consultants, or business associates, which was produced by any employee, independent contractor, or consultant of the Disclosing Party in the course of their employment, engagement, or consulting relationship or otherwise produced or acquired by or on behalf of the Disclosing Party. Confidential Information shall broadly include all information that has or could have commercial value or other utility to the business in which the Disclosing Party is engaged or contemplates engaging, and all information of which the unauthorized, unlawful, or illegal disclosure could be detrimental to the interests of the Disclosing Party whether such information is identified as Confidential Information by the Disclosing Party. Proprietary and Confidential Information shall mean all non-public information, written, oral, or otherwise, disclosed or made available to the Receiving Party, which relates to the past, present, and future business activities of the Disclosing Party and its affiliates (if any). By example and without limiting the foregoing definition, Confidential Information includes, but is not limited to, the following in relation to the Disclosing Party and its affiliate(s) (if any):
  • 1.3.1. Customer data and customer base: All data, records, and information (in any form) of the Disclosing Party’s customers which may include, but are not limited to, names, addresses, phone numbers, email addresses, and other contact details of the Disclosing Party’s customers; credit/debit card details, bank account information, and payment histories; information on how customers use the product or service, including log-in times, frequency of use, feature usage patterns, and preferences; customer service interactions, email correspondences, chat logs, and call recordings; purchase history, subscription details, order values, and product/service preferences; Internet Protocol (“IP”) addresses, device types, operating system details, and browser types used to access the services; surveys, reviews, testimonials, and feedback forms; data derived from analysis tools tracking customer behavior on websites or apps; age groups, gender, location, income brackets, and educational background of the customer pool; different categories or segments of customers based on product usage, interests, or demographics; information on customer retention rates, loyalty program participation, and frequency of repeat purchases; historical data on the growth of the customer base over time; information on leads or potential customers who have shown interest but have not made a purchase yet; overall satisfaction rates, customer service ratings, and net promoter scores; data on how customers were acquired, such as referrals, advertising, organic search, or social media channels; and influence of customers in terms of social media presence, review influence, and overall market impact.
  • 1.3.2. Personnel and Managerial Personnel Data: Personal information about the Disclosing Party’s personnel and managerial personnel, including names, addresses, contact information, financial information (such as salary, bonuses, benefits, and other similar information), performance reviews, and disciplinary actions.
  • 1.3.3. Intellectual Property: Copyrighted-material, patented or patent-pending techniques, methods, processes, procedures, or materials, trade secrets, trademarks, and any other Intellectual Property exclusively owned by the Disclosing Party or promoters or affiliate(s) (if any).
  • 1.3.4. Business Strategies: Marketing strategies, pricing details, advertising plans, future business plans, market research data, and sales strategies.
  • 1.3.5. Financial Information: The Disclosing Party’s financial reports, budgets, projections, pricing structures, revenue, costs, profit margins, and any other financial data.
  • 1.3.6. Contracts and Agreements: Details about contracts or agreements with other businesses, contractors, developers, programmers, vendors, or partners, including terms, pricing, and duration.
  • 1.3.7. Legal Documents: Any sensitive legal documents or information related to any and all ongoing or potential legal issues or disputes in relation to the Disclosing Party.
  • 1.3.8. Software and Technology: Proprietary Software, platforms, algorithms, applications, technology processes, and any other technological assets used in the Disclosing Party’s operations.
  • 1.3.9. Communications: Internal memos, emails, or other communications between personnel and managerial personnel that may contain sensitive or proprietary information.
  • 1.3.10. Training Programs: Details about training programs for the Disclosing Party’s personnel, including content, schedule, materials, and feedback.
  • 1.3.11. Information about affiliations, partnerships, or collaborations with other entities, institutions, or corporate bodies.
  • 1.3.12. Research and Development: Any new projects, products, services, materials, processes, or procedures in development, pilot programs, or innovations.
  • 1.4. “Effective Date” means the specific date upon which this Agreement becomes legally binding on both Parties involved. Effective Date is designated in this Agreement itself and signifies the commencement of all rights, responsibilities, and obligations as stipulated therein.
2. INTERPRETATION
  • 2.1. The headings and marginal headings to the clauses are for convenience only and have no legal effect.
  • 2.2. Any references in this Agreement to any statute or delegated legislation (including by way of rules, notifications, by-laws, circulars, guidelines) includes any and all statutory modification or re-enactment of it or the provision referred to.
  • 2.3. The words “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement and not to any particular clause, schedule, or annexure of this Agreement.
  • 2.4. Words denoting the singular shall include the plural, and words denoting any gender shall include all genders.
  • 2.5. References to recitals, clauses, and annexures shall, unless otherwise repugnant to the context, be deemed to be references to recitals, clauses, and annexures of this Agreement.
  • 2.6. Any annexures, schedules, and exhibits form an integral part of this Agreement.
  • 2.7. Any reference to “writing” shall include printing, typing, lithography, transmissions in electronic form (including e-mail), and other means of reproducing words in visible form but shall exclude messages via mobile devices and smartphones or messages of a similar nature.
  • 2.8. The words “include” and “including” are to be construed without limitation.
  • 2.9. Words elsewhere defined shall have the meaning so ascribed.
  • 2.10. Where a word or a phrase is defined, other parts of speech and grammatical forms of that word or phrase will have the corresponding meaning.
SERVICE AVAILABILITY

The Service Provider shall ensure that the services offered through the POTOLO platform, encompassing a diverse array of functionalities including food ordering, worker hiring, health consultations, gym access, fleet management, laundry services, and bus ticket sales, are consistently available to the users at all times, without interruption or degradation in performance (“Service Availability Standards”). The Service Availability Standards shall encompass a comprehensive framework designed to accommodate the dynamic nature of POTOLO's services, taking into account factors such as peak usage periods, geographic variations, and evolving Service Provider demands.

The Service Provider shall employ robust infrastructure, including redundant systems, load balancing mechanisms, and disaster recovery protocols, to ensure uninterrupted access to POTOLO's services, thereby minimizing the risk of downtime or service disruptions. Service Availability shall be measured and monitored through a combination of automated tools, real-time analytics, and Service Provider feedback mechanisms, allowing for proactive identification and resolution of potential issues affecting service performance.

The Service Provider shall establish comprehensive procedures for incident management, escalation, and resolution, ensuring swift response and resolution of any service availability issues or anomalies detected. In the event of scheduled maintenance, updates, or other planned downtime necessary for the maintenance and enhancement of POTOLO's services, the Service Provider shall provide advance notice to the Client, along with detailed information regarding the expected duration and impact of the maintenance activities.

The Service Provider shall strive to minimize the duration and impact of scheduled maintenance activities, scheduling such activities during off-peak hours whenever feasible, to mitigate any disruption to Service Provider operations and minimize the potential for service downtime. The Service Provider shall maintain comprehensive records and documentation of service availability metrics, including uptime percentages, downtime incidents, resolution times, and Service Provider feedback, facilitating ongoing performance monitoring, analysis, and continuous improvement initiatives.

PERFORMANCE STANDARDS

The Service Provider shall mutually establish a comprehensive set of performance metrics (as outlined below in Annexure A) with POTOLO to measure the efficiency, effectiveness, and reliability of the services provided through the POTOLO platform ("Performance Metrics"). Performance Metrics shall encompass a wide range of key performance indicators (KPIs) reflecting various aspects of service delivery, including but not limited to, response times, processing times, completion rates, error rates, system availability, and user satisfaction scores.

Performance Metrics shall be tailored to align with the unique characteristics and requirements of each service offered by POTOLO, accounting for factors such as service complexity, user expectations, and industry benchmarks. Both Parties shall regularly review and refine Performance Metrics based on evolving business needs, technological advancements, and user feedback, ensuring that the metrics remain relevant, meaningful, and actionable for assessing service performance.

Performance Metrics shall be tracked and monitored through a combination of automated monitoring tools, data analytics platforms, and manual reviews, enabling both Parties to proactively identify, analyze, and address performance issues or deviations from established benchmarks. Both Parties shall establish performance targets and thresholds for each Performance Metric, setting clear expectations for acceptable performance levels and providing a basis for performance evaluation, benchmarking, and continuous improvement efforts.

Performance targets and thresholds shall be periodically reviewed and adjusted based on changing business requirements, market conditions, and user expectations (as outlined below in Annexure A), ensuring that the Performance Metrics remain relevant and aligned with POTOLO's overarching goals and objectives. The Service Provider shall regularly report on Performance Metrics to the Client, providing comprehensive performance insights, trend analysis, and actionable recommendations.

RESPONSE TIMES

The Service Provider shall establish rigorous response time objectives for addressing user and Client inquiries, resolving issues, and fulfilling service requests received through the POTOLO platform ("Response Time Objectives") (as outlined below in Annexure B). Response Time Objectives shall be carefully calibrated to meet the diverse needs and expectations of POTOLO's user base, taking into account factors such as service complexity, urgency, and criticality, and user preferences and service level agreements.

The Service Provider shall categorize user and Client inquiries, issues, and service requests based on predefined priority levels, assigning appropriate response time objectives to each category to ensure timely and effective resolution. Response Time Objectives shall encompass various stages of the service lifecycle, including initial acknowledgement, triage, investigation, resolution, and follow-up, providing a comprehensive framework for managing user interactions and delivering responsive, user-centric support.

The Service Provider shall employ a multi-channel communication approach to facilitate timely and efficient responses to user and Client inquiries and service requests, leveraging a combination of real-time chat, email support, telephone hotlines, and self-service portals to accommodate diverse user and Client preferences and communication needs. Response Time Objectives shall be continuously monitored, measured, and evaluated against established benchmarks and service level agreements, enabling the Service Provider to identify trends, performance gaps, and areas for improvement, and to take proactive corrective action as needed.

The Service Provider shall maintain comprehensive records and documentation of response times, including response time metrics, performance trends, root cause analysis findings, and corrective actions taken, to support ongoing performance monitoring, analysis, and continuous improvement initiatives. The Service Provider shall regularly review and refine response time objectives based on changing business requirements, user and Client feedback, and industry best practices, ensuring that response times remain aligned with POTOLO's service quality objectives and user and Client satisfaction goals.

6. SERVICE PROVIDER’S OBLIGATIONS

6.1. Appropriate Use of Services: The Service Provider is obligated to utilize the POTOLO’s App in a manner consistent with its intended purpose as outlined in this Agreement. This includes, but is not limited to, refraining from engaging in any activities that may disrupt, damage, or impair the functionality of the App, its associated services, or the experience of other users. The Service Provider shall refrain from any misuse, abuse, or unauthorized access to the App's functionalities, data, or systems. POTOLO reserves the right to suspend or terminate accounts found to be in violation of these obligations.

6.2. Compliance with Applicable Laws: The Service Provider is required to comply with all applicable laws, regulations, and legal requirements governing their use of the services. This includes, but is not limited to, laws related to data privacy, intellectual property rights, consumer protection, and employment practices. The Service Provider shall not engage in any activities that violate local, state, federal, or international laws while using POTOLO's services. POTOLO shall not be held liable for any legal consequences arising from the Service Provider non-compliance with applicable laws.

6.3. Communication and Feedback: The users of POTOLO's App-based services shall be encouraged to provide timely and constructive communication and feedback to help improve the quality and usability of the services. The Service Provider shall promptly report any issues, concerns, or feedback regarding the App's functionalities, service performance, or user experience to POTOLO's designated support channels. The Service Provider shall engage in respectful and courteous communication with POTOLO's staff, contractors, and other users, refraining from any abusive, harassing, or inappropriate conduct. POTOLO reserves the right to moderate or remove any Service Provider-generated content deemed to violate these communication guidelines.

7. Potolo'S OBLIGATIONS

7.1. Service Maintenance and Updates: POTOLO shall be responsible for the ongoing maintenance and updates of the [INSERT NATURE OF SERVICES] services provided through its mobile application. This includes, but is not limited to, regular software updates, bug fixes, performance enhancements, and feature improvements aimed at optimizing the functionality and Service Provider experience on the POTOLO’s App. POTOLO shall strive to minimize service disruptions and downtime associated with maintenance activities, scheduling such activities during off-peak hours whenever feasible. POTOLO shall communicate scheduled maintenance activities to the Service Provider in advance through its mobile application and other designated communication channels. POTOLO shall diligently monitor the performance and stability of the services, promptly addressing any issues or anomalies identified through proactive monitoring and Service Provider feedback mechanisms. POTOLO shall maintain a dedicated team of qualified personnel responsible for overseeing service maintenance and updates, ensuring the timely and effective resolution of technical issues and service-related concerns.

7.2. Data Security and Privacy: POTOLO shall implement robust measures to safeguard the security and privacy of Service Provider data collected and processed through its mobile application. This includes, but is not limited to, encryption of sensitive data, access controls, secure transmission protocols, and regular security audits to identify and mitigate potential vulnerabilities. POTOLO shall adhere to industry best practices and compliance standards for data security and privacy, including but not limited to, the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). POTOLO shall obtain explicit Service Provider consent for the collection, processing, and sharing of personal data in accordance with its Privacy Policy. POTOLO shall not disclose or share Service Provider data with third parties without the explicit consent of the Service Provider, except as required by law or as necessary for the provision of contracted services. POTOLO shall promptly notify the Service Provider in the event of any data breaches or security incidents affecting their personal information, taking appropriate measures to mitigate the impact and prevent future occurrences.

7.3. Compliance with this Agreement: POTOLO shall adhere to the terms and conditions outlined in this Agreement, including, but not limited to, service availability, performance standards, and response times. POTOLO shall regularly monitor service performance metrics to ensure compliance with this Agreement’s requirements, taking corrective action as necessary to address any deviations or deficiencies. POTOLO shall provide timely and transparent communication to the Service Provider regarding any service disruptions, downtime, or performance issues affecting the [INSERT NATURE OF SERVICES] services. POTOLO shall conduct periodic reviews and evaluations of its service delivery processes and practices to identify opportunities for improvement and optimization, aligning with the objectives and expectations outlined in the Agreement.

8. COMPENSATION AND LIABILITY

8.1. Compensation for Service Failures: In the event of a service failure, breach of performance standards, or failure to meet agreed-upon service levels, the Service Provider may provide compensation to the Client in accordance with the terms of this Agreement. Compensation may take various forms, including service credits, refunds, discounts, or other remedies as agreed upon by both Parties in writing, based on the severity, impact, and duration of the service failure, and the Client's preferences and requirements. The determination of compensation for service failures shall be made in good faith, taking into account factors such as the nature and severity of the failure, the level of impact on the Client's business operations, and any mitigating or exacerbating circumstances. The Service Provider shall promptly notify the Client of any service failures or performance issues that may warrant compensation, providing detailed information regarding the nature of the failure, the impact on service delivery, and the proposed compensation measures. The Client may request compensation for service failures or breaches of performance standards by submitting a formal request to the Service Provider, accompanied by supporting documentation and evidence substantiating the claim for compensation. The Service Provider shall review and evaluate the Client's compensation requests in a timely manner, conducting a thorough investigation to verify the validity and merit of the claim and to determine the appropriate compensation measures, if any. The Service Provider shall communicate the outcome of the compensation review process to the Client, providing clear and transparent explanations for any decisions made and any compensation measures approved, ensuring that the Client is informed and adequately compensated for any service failures or breaches of performance standards. Both Parties shall work collaboratively to address any disputes or disagreements regarding compensation for service failures.

8.2. Liability Limitations: POTOLO's liability for damages arising from the provision of the [INSERT NATURE OF SERVICES] services shall be subject to the following limitations. POTOLO's total liability for direct damages resulting from service failures or breaches of the Agreement shall not exceed the total amount paid by the Service Provider for the affected services during the preceding twelve (12) months period from the date the cause of action arose. POTOLO shall not be liable for any indirect, consequential, or incidental damages arising from service failures or breaches of the Agreement, including, but not limited to, loss of profits, business interruption, or reputational harm. POTOLO shall not be liable for any failure or delay in the performance of its obligations under the Agreement arising from or in relation to or in connection with any Force Majeure Events.

8.3. Indemnification: The Service Provider shall indemnify, defend, and hold harmless POTOLO, its officers, directors, employees, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Service Provider’s breach of any provision of the Agreement or violation of any applicable law, regulation, or third-party rights; (b) Service Provider-generated content uploaded, posted, or transmitted through POTOLO's services, including, but not limited to, text, images, videos, and audio files; (c) claims or disputes between Service Provider and third parties arising from interactions or transactions facilitated through POTOLO's services; (d) Service Provider’s negligent acts or omissions, including, but not limited to, failure to secure its own accounts on the POTOLO’s App, safeguard personal information, or comply with POTOLO's usage guidelines. POTOLO shall promptly notify the Service Provider of any indemnifiable claims and provide reasonable assistance in the defense or settlement of such claims. POTOLO reserves the right to assume control of the defense and settlement of any indemnifiable claims at its own expense.

9. TERMINATION

9.1. Termination for Cause:

Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of a material breach of the terms and conditions contained herein. A material breach shall include, but is not limited to:

  • 9.1.1. Failure to Meet Service Level Requirements: Service Provider’s failure to meet the service availability, performance standards, or response times outlined in this Agreement, resulting in significant harm or disruption to the Client’s business operations.
  • 9.1.2. Non-Compliance with Obligations: Service Provider’s failure to comply with its obligations under this Agreement, including, but not limited to, service maintenance and updates, data security and privacy, and adherence to the terms of this Agreement.
  • 9.1.3. Default in Payment: Service Provider’s failure to make payment within the agreed-upon timeframe, as specified in the terms of service or invoicing agreement.
  • 9.1.4. Material Violation of Laws: Either Party's material violation of applicable laws, regulations, or legal requirements in connection with the provision or use of the [INSERT NATURE OF SERVICES] services.

9.2. Termination for Convenience:

Either Party may terminate this Agreement at any time, without cause, upon written notice to the other Party. Termination for convenience shall be effective upon the expiration of the notice period specified in the termination notice, which shall be thirty (30) days from the date of service of the notice. In the event of termination for convenience by either Party, the terminating Party shall not be liable to the other Party for any damages, compensation, or reimbursement, except as otherwise provided for in this Agreement or as required by applicable law.

9.3. Effect of Termination:

Upon termination of this Agreement, regardless of the reason for termination, the following provisions shall apply. The Service Provider shall cease providing the [INSERT NATURE OF SERVICES] services to the Client, and the Client shall cease using the services provided by the Service Provider. Any confidential and proprietary information shared under this Agreement shall be promptly returned to the Disclosing Party by the Receiving Party, or, at the request of the Disclosing Party, be destroyed. The termination of this Agreement shall not affect any rights, obligations, or liabilities accrued prior to the effective date of termination, which shall survive termination and continue to be binding upon both Parties.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law: This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the US, exclusive of conflict or choice of law rules. Both Parties agree that the laws of the US, without regard to principles of conflict of laws, shall govern this Agreement and any dispute of any sort that might arise between both Parties. The courts in the [INSERT STATE NAME], US shall have exclusive jurisdiction over any of the disputes arising out of or in relation to or in connection with this Agreement.

10.2. Dispute Resolution:

10.2.1. Mutual Negotiations: Both Parties shall first engage in bona fide mutual and amicable negotiations with respect to the dispute, controversy, or claim to resolve the dispute informally.

10.2.2. Mediation: If the Parties are unable to resolve the dispute informally within thirty (30) days of initiating mutual negotiations, then either Party may initiate mediation proceedings by providing a written notice to the other Party. Both Parties shall then engage in mediation within thirty (30) days from the date of receipt of the written notice, using a mediator selected by mutual agreement or by a mediator appointed by a court of competent jurisdiction as per the Applicable Laws. Both Parties shall also mutually decide the rules and procedure for the mediation proceedings in writing unless institutional mediation is selected by both Parties in writing, wherein the mediation shall be governed by the rules and procedure of the mutually selected mediation institution.

10.2.3. Arbitration: If the Parties are unable to resolve the dispute through mediation within thirty (30) days from the date of initiating mediation, then either Party may initiate arbitration by providing a written notice to the other Party as per the Applicable Laws. The arbitration shall be conducted in accordance with the rules and procedures as may be mutually determined by the Parties in writing. The seat and venue for arbitration shall be the [INSERT STATE NAME], US. The arbitration shall be conducted by a sole arbitrator mutually selected and appointed by both Parties. In case the Parties fail to appoint an arbitrator, they may request the competent court to appoint a suitable arbitrator under the Applicable Laws. The arbitration shall be conducted in English language only. The decision of the arbitrator shall be final and binding on both Parties. In the event that a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other Party is entitled to recover the costs associated with enforcing or defending this award. This includes, but is not limited to, reasonable attorney’s fees, court costs, and necessary disbursements in addition to any other relief to which the Party may be entitled.

11. MISCELLANEOUS

11.1. Force Majeure: Neither Party shall be deemed in default or otherwise responsible for any delay or failure in performance under this Agreement to the extent that such delay or failure is attributable to any event or circumstance beyond their reasonable control, including, but not limited to, pandemics, epidemics, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the affected Party shall notify the other Party of such an event in writing and its impact on its ability to perform its obligations under this Agreement. The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance under this Agreement as soon as reasonably practicable. If such Force Majeure Event continues for a period exceeding sixty (60) days, either Party may terminate this Agreement upon written notice to the other Party. During the pendency of any Force Majeure Event, the performance of the affected Party’s obligations, to the extent affected by such Force Majeure Event, shall be suspended, and any timelines or deadlines set forth in this Agreement shall be extended accordingly as per mutual written agreement between both Parties.

11.2. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. If the court finds the said provision cannot be modified, rewritten, or interpreted to become enforceable, the said provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect as if such provision was not included. In the event such an invalid, illegal, or unenforceable provision is an essential part of this Agreement, both Parties shall immediately commence good faith negotiations to replace such provision with a mutually acceptable provision that, to the greatest extent possible under Applicable Laws, achieves the same economic, legal, and other benefits as the severed provision. This clause shall be applied and construed both with respect to this Agreement taken as a whole, and with respect to the parts and sub-parts of this Agreement taken separately.

11.3. Assignment: No Party shall assign in whole or in part its rights or obligations under this Agreement without the prior written consent of the other Party. In case of such assignment, it shall be binding on and inure to the benefit of the respective successors of the Parties thereto.

11.4. Waiver: No forbearance, failure, delay, or negligence in exercising any power, right, or privilege under this Agreement by any Party shall constitute a waiver thereof. Any single or partial exercise of any right, power, or privilege under this Agreement by any Party shall not preclude any other or future exercise thereof or the exercise of any other right, power, or privilege. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent breach, default, or violation. Any waiver, permit, consent, or approval of any kind under this Agreement must be made explicitly in writing and shall be valid only to the extent of its express terms and conditions.

11.5. Amendments: Any amendment, modification, or waiver of any provision of this Agreement, or any consent to any departure therefrom, shall be effective only if it is in writing and signed by both Parties.

11.6. Entire Agreement: This Agreement constitutes the full and complete understanding and contractual agreement between both Parties, superseding all prior or contemporaneous oral or written communications, proposals, agreements, understandings, or representations about the subject matter herein. All prior understandings, discussions, negotiations, and agreements, whether oral or written, are merged herein.

11.7. Notices: All notices, requests, demands, and other communications that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by facsimile transmission, by telex, by registered mail, by fax or by electronic mail, to the respective Parties.

11.8. Counterparts and Execution: This Agreement may be signed in two or more counterpart originals, each of which shall constitute an original document and will be deemed fully executed when both Parties have affixed authorized signatures, whether or not on a single page. All the Parties agree that this Agreement may be executed and delivered by facsimile, e-mail, electronically transmitted Portable Document Format (“PDF”), or any other electronic means, method, and/or mode of transmission as mutually agreed between both Parties in writing, in accordance with the Applicable Laws. Both Parties hereby agree and acknowledge that electronic signatures shall be considered as valid, legal, and binding as traditional and original handwritten signatures to the extent permitted by the Applicable Laws.

11.9. Review by Legal Counsel: By signing this Agreement, both Parties agree that they have had sufficient opportunity to review the terms and conditions of this Agreement with their legal counsel and agree to abide by this Agreement.

11.10. Acknowledgment and Acceptance: Both Parties acknowledge and accept that they have carefully read this Agreement, understood its terms and conditions, had an opportunity to consult with legal counsel of their choice, have considered the restrictions contained in this Agreement and their impact on their future activities, and agree that the restrictions contained in this Agreement are fair, reasonable, and are required for the protection of the legitimate business interests of both Parties.

10DLC Compliance
Opt-in and Opt-out Mechanisms

POTOLO shall implement robust opt-in and opt-out mechanisms to ensure compliance with the requirements of 10DLC (10 Digit Long Code). The Service Provider shall have the option to opt-in or opt-out of receiving text messages and communications from POTOLO. POTOLO shall provide clear and conspicuous disclosures regarding the purpose and frequency of communications, as well as instructions for opting in or out of receiving such communications. The Service Provider shall have the ability to easily opt-in or opt-out of communications through the POTOLO mobile application or other designated channels. POTOLO shall promptly process Service Provider requests to opt-in or opt-out of communications, ensuring that Service Provider preferences are accurately reflected in POTOLO's communication systems and databases.

Communication Preferences

POTOLO shall respect and adhere to Service Provider’s communication preferences regarding the receipt of text messages and communications from POTOLO. POTOLO shall provide Service Provider with the ability to customize their communication preferences, including the types of messages they wish to receive, the frequency of communications, and the preferred channels of communication. POTOLO shall maintain accurate records of Service Provider communication preferences and shall only send messages to the Service Provider who has opted in to receive such communications. POTOLO shall regularly review and update Service Provider communication preferences based on Service Provider feedback and changing preferences, ensuring that Service Providers receive relevant and timely communications in accordance with their preferences.

Handling of User Data

The Service Provider shall handle user and Client data in accordance with applicable laws, regulations, and industry best practices, including, but not limited to, data privacy and security requirements. The Service Provider shall obtain explicit consent from POTOLO and the users before collecting, processing, or storing their personal data for communication purposes. Service Provider shall use user and Client data solely for the purpose of delivering [INSERT NATURE OF SERVICES] services and communicating with users in accordance with their preferences. The Service Provider shall implement appropriate technical and organizational measures to protect user and Client data against unauthorized, illegal, or unlawful access, disclosure, alteration, or destruction. The Service Provider shall not disclose or share user data with third parties without the explicit consent of the user and POTOLO, except as required by law or as necessary for the provision of contracted services.