Terms of Service

Definitions

For the purpose of these Terms following words and expressions shall have the meanings assigned to them below:

Intellectual Property Rights

means all intellectual property rights recognized under law, including trademarks, patents, designs, copyrights (including moral rights), know-how and trade secret and all other similar rights which may subsist in any part of the world now or in the future including, and any registration of such rights and applications filed and rights to apply for such registrations;

Order Form

shall mean this order form executed between the Parties setting out inter alia the terms of the provision of the Software to the Client; and

Third Party / Third Parties

means any entity or person other than the Parties.

Grant of License

• 2.1 Subject to the terms and conditions set forth in these Terms and Order Form, Company hereby grants to the Client a personal, conditional, limited, revocable, non-assignable, non-transferrable, non-exclusive, license for the Client (the “License”). The Client shall not use the Software for any purpose other than consistent with the Terms and the Order Form.
• 2.2 Client acknowledges that in the event of any unauthorized use of the Intellectual Property Rights of Company directly and solely attributable to the Client or any of its, employee, staff, faculty or any Third Party on account of negligence or connivance of any, employee, staff, of the Client, informed to the Client by the Company, the Client shall be liable for the same.

Intellectual Property

The Client acknowledges and agrees that all Intellectual Property Rights, inventions, ideas, sketches, designs, prototypes, developments, improvements, or other intellectual property made or created by Company, either alone or in conjunction with others including inputs of the Client, shall be the exclusive property of Company. Notwithstanding anything contained in these Terms or the Order Form, Company shall, at all times, be the legal and beneficial owner of all Intellectual Property Rights in connection with the Software.

For the avoidance of doubt, these Terms shall operate solely as permission to the Client to use the Software incorporated therein during the Duration in the manner set out here in; and shall not be deemed to confer upon the Client any further or greater rights in the Software or any related Intellectual Property Rights.

Notwithstanding the above, all test code specifically generated for the Client under this Order Form (“Test Code”) shall be the Client's property upon full and timely payment of Fees under this Order Form. It is clarified that the Test Code shall not include, and the Client shall have no rights in, any of the Company's internal libraries, tools, or frameworks. It is agreed that the Test Code shall be hosted by the Company by default, and subject to payment of the specified fees (US$150 per month), will be transferred and synchronized with the Client on a monthly basis.

Limitation of Liability

• 4.1 In no event, either Party shall be liable to the other Party for any indirect losses, any loss of goodwill or reputation, or any special or indirect or consequential losses whether in contract, tort (including negligence), or breach of statutory duty or in any other way, whether or not such losses were reasonably foreseeable or within the contemplation of the other Party at the time of the Order Form.
• 4.2 Notwithstanding anything contained hereunder, Company’s aggregate liability to the Client for Losses arising out of or related to this Order Form or the Terms shall be limited to the Fees received by Company. This clause will survive the expiration/termination of this Agreement.

Disclaimer

The Software is provided “as is” and “as available” without warranty of any kind, except as expressly set forth in this Terms and the Order Form, neither Party makes any representation or warranty of any kind, whether express, implied (either in fact or by operation of law), or statutory, with respect to any matter whatsoever, Company expressly disclaims all implied warranties or conditions of non-infringement, title, quality, accuracy, and fitness for any particular purpose. Company exercises no control over and expressly disclaims any liability arising out of or based upon the Client’s use of the Software.

Data Protection

• 6.1 Company undertakes that any personal data of the Client or any other person, collected while using the Software (“Data”), shall be used by Company for the purpose of providing and improving Software.
• 6.2 The Client represents and warrants to Company that it has obtained and shall at all relevant times obtain, all consents and permissions required under applicable law, in respect of the collection and processing of Data for the purposes of these Terms.

Duration and Termination

• 7.1 These Terms and the Order Form shall come into force on the Subscription Commencement Date for the Duration as mentioned in the Order Form.
• 7.2 During the Duration, Company may terminate the Order Form by giving a prior written notice of 30 (thirty) days to the Client.
• 7.3 During the Duration, the Client may terminate the Order Form by giving a prior written notice of 30 (thirty) days to the Company. However, prior to the termination, the Client shall be liable for the payment of all Fees which is due and payable until the date of termination to Company.
• 7.4 During the Duration, either Party may terminate the Order Form by giving a written notice to the other Party with immediate effect, if the other Party is in breach of these Terms, and it fails to remedy such breach within 30 (thirty) days after receiving written notice from the non-breaching Party.

Consequences of Expiry and Termination

• 8.1 In the event of expiry or termination of the Order Form, for any reason whatsoever, the License granted to the Client herein shall immediately terminate and the Client shall cease all use and access of the Software.
• 8.2 Company shall refund any unused prepaid Fees already paid by the Client for availing Company. Termination of the Order Form shall not discharge the Client from the payment of any accrued and unpaid fees up until the date of termination.
• 8.3 Termination of an Order Form shall not release a Party from any liability which at the time of termination has already accrued or which thereafter may accrue in respect of any act or omission prior to such termination.
• 8.4 The provisions of the Terms, including Clauses 4, 6 and 11, which by their nature survive expiry or termination of the Order Form, shall continue to remain in force even after expiry or termination of this Order Form.

Cancellation Policy

The Client may cancel its subscription by terminating the Order Form in accordance with Clause 7 (Duration and Termination). To cancel, the Client shall provide the Company with prior written notice of 30 (thirty) days. The Client shall remain liable for the payment of all Fees that are due and payable up to the effective date of cancellation.

Upon cancellation, the License granted to the Client shall immediately terminate and the Client shall cease all use of and access to the Software, in accordance with Clause 8 (Consequences of Expiry and Termination).

Refund Policy

Upon cancellation or termination of the Order Form, the Company shall refund any unused prepaid Fees already paid by the Client for the Software. Save for such unused prepaid Fees, all Fees that have already become due and payable are non-refundable.

Cancellation or termination of the Order Form shall not discharge the Client from the payment of any accrued and unpaid Fees up to the date of termination. Any refund due to the Client will be processed to the Client’s original method of payment within a reasonable period from the effective date of cancellation or termination.

Force Majeure

Neither Party shall have any liability to the other under the Order Form or the Terms if it is prevented from, or delayed in, performing its obligations under the Order Form or the Terms, or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including but not limited to strikes, lock-outs or other industrial disputes, act of God, epidemics, pandemics, war, riot, civil commotion, compliance with any law or regulation, fire, flood or storm (each a “Force Majeure Event”), provided that; (i) the affected Party notifies the other Party of such an event and its expected duration and (ii) the affected Party uses reasonable endeavors to mitigate, overcome or minimize the effects of the Force Majeure Event concerned. Nothing in this Clause shall exonerate or release a Party from any obligation to pay any amounts, including any Fees, under the Order Form or the Terms.

Governing Law & Jurisdiction

The Order Form and these Terms shall be governed by and construed in accordance with the laws of India. Any and all disputes (“Disputes”) arising out of or in relation to or in connection with these Terms and the Order Form between the Parties or relating to the performance or non-performance of the rights and obligations set forth herein or the breach, termination, invalidity or interpretation thereof shall be referred for arbitration with seat and venue at New Delhi, India in accordance with the terms of Indian Arbitration and Conciliation Act, 1996 or any amendments thereof. The language used in the arbitral proceedings shall be English. Arbitration shall be conducted by a sole Arbitrator, who shall be appointed by the Parties mutually. The arbitral award shall be in writing and shall be final and binding on each Party.