Terms & Conditions

These Terms and Conditions (the "Terms" or "Agreement") constitute a master service agreement governing the subscription-based access to Malleant audio processing software and related services (the "Services") provided by Freefall Interface, a proprietorship concern registered under Indian law ("Freefall", "we", "us", or "our") to you, the customer ("you", "your", or "Customer"). By subscribing to or accessing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the End User License Agreement (EULA), which governs your license to use the software. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, in which case "you" or "Customer" shall refer to such entity.

a. "Services" means the subscription-based access to the

Malleant software platform, including hosting, technical support, maintenance, updates, and any related services provided by Freefall as described in the Documentation and Order Form.

b. "Software" means the Malleant audio processing application,

including all features, functionality, and user interfaces, as further defined in the EULA.

c. "EULA" means the End User License Agreement that governs

the license grant and permitted uses of the Software, which is incorporated into these Terms by reference.

d. "Authorized User" means an employee, independent

contractor, or consultant of Customer who has been granted access credentials to use the Services by Customer for Customer's internal business purposes.

e. "Documentation" means the user guides, technical

documentation, and other materials that Freefall makes available to Customer in electronic or written form concerning the use and operation of the Services.

f. "Subscription Term" means the period during which Customer

is authorized to access and use the Services, as specified in the Order Form.

g. "Order Form" means the ordering document, quotation, or

invoice that specifies the subscription tier, number of authorized user seats, Subscription Term, and applicable fees.

h. "Third-Party Plugins" means VST3 plugins and other thirdparty software components that Customer may use in

conjunction with the Services, which are governed by their respective license agreements.

i. "Wwise Project" means a project created using Audiokinetic's

Wwise audio middleware software, to which the Services may connect for integration purposes.

j. "Customer Data" means all audio files, project files,

configurations, presets, and other data or content that Customer uploads, processes, or generates using the Services.

These Terms govern the subscription relationship and service delivery between Freefall and Customer. The EULA governs the license to use the Software and technical usage restrictions. In the event of any conflict between these Terms and the EULA, these Terms shall control with respect to subscription, payment, support, and service-related matters, and the EULA shall control with respect to software licensing and usage restrictions. These Terms address:

a. Subscription and access to the Services b. Payment terms and billing c. Service levels and support d. Data protection and security e. Warranties related to service delivery f. Liability, indemnification, and dispute resolution g. Termination of the subscription relationship

The EULA addresses:

h. Grant of license to use the Software i. Permitted and prohibited uses of the Software j. Technical restrictions (reverse engineering, modifications,

etc.)

k. License types and user limitations l. Software-specific intellectual property rights

Customer's access to the Services is subject to Customer's compliance with both these Terms and the EULA. By accepting these Terms, Customer acknowledges that it has read and agrees to be bound by the EULA.

Subject to Customer's compliance with these Terms and the EULA, and Customer's payment of applicable fees, Freefall shall provide Customer with access to the Services during the Subscription Term. Customer's right to access the Services is non-exclusive, nontransferable, and non-sublicensable. Customer may provide access credentials to Authorized Users up to the number of user seats purchased as specified in the Order Form. Customer is responsible for:

a. maintaining the confidentiality of all access credentials; b. all activities that occur under its account and those of its

Authorized Users;

c. ensuring that all Authorized Users comply with these Terms

and the EULA; and

d. promptly notifying Freefall of any unauthorized use of its

account or any other security breach. The Services are offered in different subscription tiers (including Standard, Beta, Educational, and Entrepreneurial), each with specific features, limitations, and pricing as set forth in the Order Form. Customer's access to specific features and functionality shall be determined by the subscription tier purchased. If Customer has been granted a Beta or Educational subscription:

a. the Services are provided for evaluation, educational, or

testing purposes only and not for commercial production use unless expressly authorized;

b. the Services may contain bugs, errors, or incomplete features,

and Freefall makes no warranties regarding functionality or suitability for any particular purpose beyond those in Section 7;

c. Customer agrees to provide feedback regarding its use of the

Services, and Freefall may use such feedback without any obligation to Customer; and

d. Freefall may terminate the subscription at any time upon

notice to Customer. The Services enable Customer to host Third-Party Plugins and integrate with Wwise Projects. Customer acknowledges and agrees that:

a. Third-Party Plugins are governed by separate agreements

between Customer and the respective third-party providers, and Freefall has no responsibility or liability for such ThirdParty Plugins;

b. Customer is solely responsible for obtaining all necessary

licenses and permissions to use any Third-Party Plugins;

c. Customer's integration with Wwise Projects is subject to

Audiokinetic's licensing terms; and

d. Freefall makes no warranties regarding the compatibility,

functionality, or performance of any Third-Party Plugins or integrations. Freefall may suspend Customer's access to the Services if:

a. Customer's account is more than fifteen (15) days overdue

on payment of undisputed fees, as set forth in Section 4.3;

b. Customer's use of the Services poses a security risk to

Freefall's systems or other customers; or

c. Customer is in material breach of these Terms or the EULA

and fails to cure such breach within the applicable cure period.

Customer shall pay Freefall the subscription fees specified in the Order Form. Unless otherwise stated in the Order Form, all fees are stated in Indian Rupees, are based on the Services purchased and not actual usage, and are non-refundable except as expressly provided in these Terms. All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Payment shall be made in the currency specified in the Order Form. If Customer has authorized direct debit or automatic payment, Freefall shall not debit Customer's account until at least seven (7) days have elapsed from the date of the invoice. If Customer fails to pay any undisputed amount when due, such overdue amount shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until the date of payment. If payment is overdue by more than fifteen (15) days, Freefall may, without prejudice to any other rights or remedies:

a. suspend Customer's access to the Services until all overdue

amounts (including accrued interest) are paid in full; and

b. charge Customer for all reasonable costs of collection,

including legal fees and court costs. Access will be restored within two (2) business days following Freefall's receipt of payment in full. Customer must notify Freefall in writing of any invoice dispute within thirty (30) days of the invoice date. The notice must specify the disputed amount and provide a detailed explanation of the basis for the dispute. Failure to dispute an invoice within such period shall constitute Customer's acceptance of the invoice as accurate. Invoice disputes must be made in good faith and based on legitimate concerns regarding billing accuracy. Customer remains obligated to pay all undisputed amounts when due. All fees are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature, including without limitation value-added tax (VAT), goods and services tax (GST), sales tax, use tax, excise tax, and withholding tax (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its subscription under these Terms, except for taxes based on Freefall's net income or payroll. If Freefall is required by law to collect or pay any Taxes for which Customer is responsible, such Taxes shall be invoiced to and paid by Customer unless Customer provides Freefall with a valid tax exemption certificate acceptable to the relevant tax authority prior to the invoice date. If Customer is required by applicable law to make any deduction or withholding from any payment to Freefall, Customer shall increase the gross amount payable to ensure that, after such deduction or withholding, Freefall receives and retains an amount equal to what Freefall would have received and retained in the absence of such required deduction or withholding. Customer shall promptly remit the deducted or withheld amounts to the appropriate tax authority and provide Freefall with official tax receipts or other documentary evidence sufficient to enable Freefall to claim available foreign tax credits in its jurisdiction. Freefall reserves the right to modify subscription fees for any Renewal Term (as defined in Section 10.2) upon at least thirty (30) days' prior written notice to Customer. Fee changes shall take effect at the commencement of the next Renewal Term following such notice. If Customer does not agree to the fee increase, Customer may terminate these Terms as set forth in Section 10.5, provided that Customer shall remain obligated to pay fees for the thencurrent Subscription Term.

As between Freefall and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants Freefall a non-exclusive, royalty-free, worldwide license to access, use, process, reproduce, modify, perform, display, and transmit Customer Data solely to the extent necessary to:

a. provide the Services to Customer; b. perform Freefall's obligations under these Terms; c. comply with applicable law or legal process; and d. enforce these Terms.

This license terminates upon deletion of Customer Data in accordance with Section 5.6. Freefall shall implement and maintain reasonable and appropriate technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such measures shall be consistent with industry standards for similar types of services. However, Customer acknowledges that no security measures are perfect or impenetrable, and Freefall cannot guarantee the absolute security of Customer Data. Freefall processes Customer Data in accordance with applicable data protection and privacy laws, including but not limited to the Information Technology Act, 2000, and its rules and amendments (including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011). To the extent that Customer Data contains personal data of individuals located in the European Union, European Economic Area, or United Kingdom, Freefall shall comply with applicable requirements of the General Data Protection Regulation (GDPR) and UK GDPR where applicable. Upon Customer's request, the parties shall execute a separate data processing addendum or data processing agreement addressing such processing. Customer Data may be stored and processed on servers located in various geographic locations as necessary to provide the Services. Freefall shall use commercially reasonable efforts to store and process Customer Data in accordance with industry standards and applicable legal requirements. Customer is solely responsible for:

a. the accuracy, quality, legality, and integrity of Customer Data

and the means by which Customer acquired or collected Customer Data;

b. ensuring that Customer Data and Customer's use of the

Services complies with these Terms, the EULA, and all applicable laws, including data protection and privacy laws;

c. ensuring that it has obtained all necessary consents,

permissions, and legal rights to collect, use, process, and provide Customer Data to Freefall for processing as contemplated under these Terms;

d. implementing appropriate backup and disaster recovery

procedures for Customer Data, as Freefall's data retention is not intended to serve as a backup or archival service;

e. scanning all data uploaded to the Services for viruses,

malware, and other harmful components using current industry-standard anti-virus and anti-malware software prior to upload; and

f. securing and protecting all audio content, samples,

recordings, and other materials processed using the Services, and ensuring that Customer has all necessary intellectual property rights, licenses, and permissions for such materials. Upon termination or expiration of the Subscription Term, Freefall shall retain Customer Data for a period of thirty (30) days (the "Data Retention Period"), during which Customer may request return or deletion of its Customer Data by contacting Freefall support. Freefall shall make Customer Data available for download during the Data Retention Period in a commonly used electronic format. After expiration of the Data Retention Period, Freefall shall delete or destroy all Customer Data in its possession or control in accordance with Freefall's data deletion procedures, except to the extent Freefall is required to retain such data to comply with applicable law or legal hold obligations. Customer acknowledges that deleted Customer Data cannot be recovered. In the event that Freefall becomes aware of any unauthorized access to or disclosure of Customer Data (a "Data Breach"), Freefall shall:

a. notify Customer without undue delay and in any event

within seventy-two (72) hours of becoming aware of the Data Breach, to the extent permitted by law;

b. provide Customer with sufficient information about the Data

Breach to enable Customer to assess the impact and meet any legal obligations Customer may have; and

c. take reasonable steps to mitigate the effects and minimize

any damage resulting from the Data Breach.

Freefall and its licensors retain all right, title, and interest in and to the Services, Software, and all related technology, Documentation, and materials, including all intellectual property rights therein. Nothing in these Terms conveys to Customer any ownership interest in the Services or Software. All rights not expressly granted to Customer under these Terms or the EULA are reserved by Freefall and its licensors. "Freefall Interface", "Malleant", and any associated logos, trademarks, service marks, and trade names (collectively, "Freefall Marks") are the exclusive property of Freefall. Customer shall not use, reproduce, or display any Freefall Marks without Freefall's prior written consent, except that Customer may identify itself as a user of the Services in a factual and non-misleading manner. As between Freefall and Customer, Customer retains all right, title, and interest in and to Customer Data and any works, materials, or deliverables created by Customer using the Services, subject to the license grant in Section 5.1. If Customer or any Authorized User provides Freefall with any feedback, suggestions, comments, ideas, or recommendations regarding the Services or Software ("Feedback"), Customer hereby grants Freefall a perpetual, irrevocable, royalty-free, transferable, sublicensable, worldwide license to use, reproduce, modify, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit such Feedback for any purpose, including without limitation to improve, enhance, or develop the Services or new products or services. Customer represents and warrants that it has all necessary rights to provide such Feedback to Freefall and that the Feedback does not violate any third-party rights. Freefall shall have no obligation to compensate Customer or attribute the Feedback to Customer. Freefall may collect, compile, and analyze anonymized and aggregated usage data and analytics regarding Customer's use of the Services, including feature usage, performance metrics, and usage patterns (collectively, "Usage Analytics"). Usage Analytics shall not identify Customer, individual Authorized Users, or contain any Customer Data in non-aggregated form. Freefall shall own all right, title, and interest in Usage Analytics and may use Usage Analytics for any lawful business purpose, including to understand usage patterns, improve and enhance the Services, develop new features and services, and for marketing and benchmarking purposes. Subject to Customer's prior written approval (which shall not be unreasonably withheld, conditioned, or delayed), Freefall may:

a. identify Customer as a user of the Services in Freefall's

marketing materials, website, and customer lists;

b. use Customer's name and logo in connection with such

identification, in accordance with any trademark usage guidelines provided by Customer in writing; and

c. issue press releases or make public statements regarding

Customer's use of the Services. Customer may revoke its consent at any time by providing thirty (30) days' written notice to Freefall, and Freefall shall cease such use within a reasonable time after receipt of such notice, but in no event later than sixty (60) days.

Each party represents and warrants that:

a. it has the full legal power and authority to enter into and

perform its obligations under these Terms;

b. the execution, delivery, and performance of these Terms do

not and will not violate any applicable law, regulation, or agreement to which it is a party or by which it is bound;

c. these Terms constitute a valid and binding obligation

enforceable against it in accordance with their terms; and

d. it shall comply with all applicable laws and regulations in

connection with its performance under these Terms. Freefall warrants that the Services shall perform materially in accordance with the Documentation under normal use and circumstances during the Subscription Term. This warranty does not apply to:

a. issues caused by factors outside Freefall's reasonable control,

including internet connectivity problems, Customer's equipment or network, or Third-Party Plugins;

b. modifications to the Services not made or authorized by

Freefall;

c. Customer's breach of these Terms or the EULA; or d. use of the Services in combination with third-party software,

hardware, or services not approved by Freefall where such combination causes the non-conformance. Freefall warrants that, to its knowledge as of the date of provision, the Services do not contain any viruses, Trojan horses, worms, time bombs, or other malicious code intentionally introduced by Freefall that could damage, destroy, or alter the Services or Customer Data. This warranty does not extend to malicious code introduced by Customer, Authorized Users, third parties, or through Third-Party Plugins. If the Services fail to conform to the warranty in Section 7.2, Customer must provide written notice to Freefall within fifteen (15) days of discovering the non-conformance, including sufficient detail to enable Freefall to reproduce and verify the issue. Upon receipt of such notice, Freefall shall use commercially reasonable efforts to correct the material non-conformance within thirty (30) days. If Freefall is unable to correct the material non-conformance within such thirty (30) day period despite using commercially reasonable efforts, Customer's exclusive remedy shall be to terminate these Terms and receive a pro-rata refund of prepaid subscription fees for the unused portion of the then-current Subscription Term. This

of the warranty in Section 7.2.

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 7.1, 7.2, AND 7.3, THE

THAT:

a. THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR

ERROR-FREE;

b. THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE

ACCURATE OR RELIABLE;

c. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,

WILL MEET CUSTOMER'S EXPECTATIONS;

d. ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE

CORRECTED; OR

e. THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER

Freefall shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents (collectively, "Customer Indemnitees") from and against any third-party claims, actions, demands, or proceedings alleging that Customer's use of the Services in accordance with these Terms and the EULA infringes or misappropriates a patent, copyright, trade secret, or trademark of such third party registered or enforceable in India (each, an "IP Claim"), and shall pay all damages, costs, settlement amounts, and reasonable legal fees finally awarded against Customer Indemnitees by a court of competent jurisdiction or agreed to in a settlement approved in writing by Freefall, provided that Customer:

a. promptly notifies Freefall in writing of the IP Claim (provided

that failure to provide prompt notice shall not relieve Freefall of its obligations except to the extent Freefall is materially prejudiced by such delay);

b. grants Freefall sole control over the defense and settlement of

the IP Claim (provided that Freefall may not settle any IP Claim in a manner that admits liability on behalf of Customer, imposes obligations on Customer, or requires payment by Customer without Customer's prior written consent, which shall not be unreasonably withheld); and

c. provides Freefall with reasonable cooperation and assistance

in the defense of the IP Claim, at Freefall's expense. Freefall shall have no obligation under Section 8.1 with respect to any IP Claim arising from or relating to:

a. modification of the Services or Software by anyone other than

Freefall or its authorized agents, where the IP Claim would not have arisen but for such modification;

b. use of the Services in combination with any third-party

software, hardware, data, services, or materials (including Third-Party Plugins) not provided or approved by Freefall, where the IP Claim would not have arisen but for such combination;

c. use of the Services in a manner not permitted by these Terms,

the EULA, or the Documentation;

d. Customer Data or any content, materials, data, or information

provided by Customer or any third party;

e. use of a superseded or outdated version of the Services where

the infringement would have been avoided by using the current version made available by Freefall at no additional charge and Customer was notified of the availability of such updated version; or

f. continued use of the Services after Freefall notified Customer

to discontinue use due to an IP Claim. If the Services become, or in Freefall's reasonable opinion are likely to become, the subject of an IP Claim, Freefall may, at its option and expense:

a. procure for Customer the right to continue using the

Services without infringement;

b. replace or modify the Services to make them noninfringing while providing substantially equivalent

functionality; or

c. if options (a) and (b) are not commercially reasonable as

determined by Freefall in its reasonable judgment, terminate these Terms and refund to Customer a prorata portion of prepaid subscription fees for the unused portion of the then-current Subscription Term. The remedies set forth in this Section 8.3, together with Freefall's indemnification obligations in Section 8.1, state Freefall's sole and exclusive liability, and Customer's sole and exclusive remedy, with respect to any IP Claim. Customer shall defend, indemnify, and hold harmless Freefall and its officers, directors, employees, contractors, agents, affiliates, and licensors (collectively, "Freefall Indemnitees") from and against any third-party claims, actions, demands, or proceedings, and shall pay all damages, costs, settlement amounts, and reasonable legal fees finally awarded against Freefall Indemnitees or agreed to in settlement, arising from or relating to:

a. Customer Data or any claim that Customer Data, or Freefall's

use of Customer Data as authorized under these Terms, infringes, misappropriates, or violates any third-party intellectual property rights, privacy rights, or other rights, or violates applicable law;

b. Customer's breach of Section 3 (Subscription and Access to

Services), Section 5.5 (Customer Responsibilities for Data),

(Customer Obligations);

c. Customer's use of the Services in combination with any

Third-Party Plugins, third-party services, data, or materials not provided by Freefall, where the claim would not have arisen but for such combination;

d. Customer's use of the Services in violation of these Terms,

the EULA, or applicable law;

e. Customer's gross negligence, willful misconduct, or

fraudulent acts or omissions; or

f. any claim by an Authorized User or other third party relating

to Customer's provision of access to the Services.

LIMITATION DAMAGES FOR:

a. LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS; b. LOSS OF BUSINESS OPPORTUNITIES OR CONTRACTS; c. LOSS OF GOODWILL OR REPUTATION; d. LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; e. LOSS OF USE OF THE SERVICES OR ANY EQUIPMENT; f. COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES,

OR TECHNOLOGY;

g. BUSINESS INTERRUPTION OR WORK STOPPAGE; OR h. ANY OTHER COMMERCIAL OR ECONOMIC LOSS,

(INCLUDING THE EXCLUDED CLAIMS DEFINED IN SECTION 9.3), TO THE

PAID OR PAYABLE BY CUSTOMER TO FREEFALL DURING THE TWELVE (12)

IF NO FEES HAVE BEEN PAID DURING SUCH TWELVE (12) MONTH PERIOD (FOR EXAMPLE, IN THE CASE OF A BETA OR FREE TRIAL SUBSCRIPTION),

HUNDRED INDIAN RUPEES (INR 500). Customer acknowledges and agrees that Freefall has set its prices and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth in these Terms, which allocate the risks between the parties and form an essential basis of the bargain between the parties. The limitations and exclusions in this Section 9 and Section 7 shall apply even if any limited remedy provided in these Terms fails of its essential purpose. The limitations and exclusions in this Section 9 apply to the maximum extent permitted by applicable law. If any portion of this Section 9 is held to be invalid or unenforceable under applicable law, such portion shall be interpreted to reflect as nearly as possible the original intent, and the remainder of this Section 9 shall remain in full force and effect. Some jurisdictions do not allow the limitation or exclusion of liability for incidental, consequential, or certain other types of damages, so some or all of the above limitations and exclusions may not apply to Customer, and Customer may have additional rights. The existence of multiple claims or suits under or relating to these Terms shall not enlarge or extend the limitation of liability amounts set forth in this Section 9. The limitations apply in the aggregate to all claims and liabilities relating to these Terms. Neither party shall be liable for any claims, losses, or damages arising from any Third-Party Plugins, third-party services, or other third-party products or services used by Customer, even if recommended or integrated with the Services.

These Terms commence on the date Customer first accepts these Terms or accesses the Services, whichever is earlier (the "Effective Date"), and continue until terminated in accordance with this Section 10. The initial Subscription Term for Customer's access to the Services shall be as specified in the Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods of equal length to the initial Subscription Term (each, a "Renewal Term"). Freefall may modify subscription fees applicable to any Renewal Term as set forth in Section 4.7, provided that such modified fees shall not take effect until the commencement of the applicable Renewal Term. Freefall may terminate these Terms, effective immediately (or as otherwise specified below) upon written notice to Customer, if:

a. Customer fails to pay any undisputed fees within fifteen (15)

days after the due date, in which case Freefall may first suspend Customer's access to the Services as provided in

within an additional fifteen (15) days;

b. Customer breaches any material term of these Terms or the

EULA (other than non-payment of fees) and fails to cure such breach within thirty (30) days after receipt of written notice from Freefall specifying the breach in reasonable detail;

c. Customer breaches any term of Section 3 (Subscription and

Access to Services), Section 6 (Intellectual Property Rights), or

if curable, is not cured within ten (10) days after receipt of written notice from Freefall;

d. Customer becomes the subject of a voluntary or involuntary

petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or

e. Customer's use of the Services poses a security or legal risk to

Freefall, the Services, or other customers, in which case Freefall may suspend access immediately and terminate if the issue is not resolved within ten (10) days. Customer may terminate these Terms if Freefall breaches any material term of these Terms and fails to cure such breach within ninety (90) days after receipt of written notice from Customer specifying the breach in reasonable detail (or such longer period as may be reasonably necessary if Freefall is diligently working to cure the breach and provides Customer with regular progress updates). Customer's notice must comply with the requirements of Section 10.8 regarding dispute resolution procedures. Either party may terminate these Terms for convenience upon ninety (90) days' prior written notice to the other party, provided that:

a. if Customer terminates for convenience, Customer shall

remain obligated to pay all fees due for the remainder of the then-current Subscription Term, and no refund of prepaid fees shall be provided; and

b. if Freefall terminates for convenience, Freefall shall refund to

Customer a pro-rata portion of any prepaid fees for the unused portion of the then-current Subscription Term. Upon termination or expiration of these Terms for any reason:

f. all rights and licenses granted to Customer under these Terms

and the EULA shall immediately cease;

g. Customer shall immediately cease all use of and access to the

Services and shall not attempt to circumvent any technical limitations or security mechanisms;

h. Customer shall, within ten (10) business days, return to

Freefall or destroy (at Freefall's election) all copies of Freefall Confidential Information in its possession or control, and certify such return or destruction in writing to Freefall;

i. Freefall shall make Customer Data available for download by

Customer during the Data Retention Period specified in

in accordance with Section 5.6;

j. Customer shall pay all outstanding fees, charges, and other

amounts accrued or owing prior to or as of the effective date of termination, which amounts shall become immediately due and payable; and

k. except as expressly set forth in Sections 7.4, 10.4, and

fees paid are non-refundable. The following sections shall survive any termination or expiration of these Terms: Section 1 (Definitions), Section 5.1 (Ownership of Customer Data),

Taxes) (with respect to amounts accrued prior to termination), Section 6 (Intellectual Property Rights), Section 7.5 (Disclaimer of Warranties),

(Effect of Termination or Expiration), Section 10.7 (Survival), Section 12 (Confidentiality), and Section 13 (General Provisions), together with any other provisions that by their nature are intended to survive termination or expiration. Notwithstanding anything contained in these Terms, Customer agrees and acknowledges that it shall not pursue any dispute resolution proceedings, arbitration, or litigation for any alleged breach of these Terms by Freefall until and unless Freefall has had a reasonable opportunity to cure such alleged breach. Customer shall provide Freefall with a detailed written description of the alleged breach, the specific provisions of these Terms that Customer believes have been violated, and a clear description of the steps Customer believes must be taken by Freefall to cure the breach. Freefall shall have thirty (30) days from receipt of such notice (or such longer period as specified in Section 10.4) to complete the cure. This

interim relief as provided in Section 13.3.

Customer shall comply with all applicable international, federal, state, provincial, and local laws, statutes, ordinances, regulations, and industry standards relating to its use of the Services and performance under these Term.

"Confidential Information" means all non-public information, whether disclosed in writing, orally, visually, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Subject to Customer's payment of applicable subscription fees, Freefall shall provide Customer with technical support services for the Services as described in the applicable Order Form, service level agreement (if any), or support documentation made available by Freefall.

This Agreement shall be governed by and construed in accordance with the laws of India and the parties hereby submit to the exclusive jurisdiction of the courts of New Delhi in respect of any dispute arising in connection herewith.

Freefall recognizes that intellectual property (IP) is one of our most valuable assets and a critical driver of our competitive advantage in the audio software industry.

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Freefall is committed to ensuring that its software and services are accessible to all users, including individuals with disabilities.

This Acceptable Use Policy ("AUP") is part of the terms of use governing your use of the website controlled by Freefall and its subsidiaries and affiliates.