Webvixa Product Building Intrlligent Virtual Assistants for Businesses
Webvixa Software Private Limited All Rights Reserved
These Terms of Use are effective until terminated in accordance with the terms set forth herein (“Term”) and will be automatically renewed beyond the Term (“Auto Renewal”), upon the same terms and conditions as set forth herein, unless expressly revoked by the Client in writing.
During the Term, in consideration of payment of the Fees by the Client to the Company and subject to the terms and conditions herein, the Company grants to the Client, a limited, non- exclusive, personal, revocable, non- transferable and non- licensable license to access and use the Solution on a subscription basis, in accordance with these Terms of Use. Nothing contained herein shall be construed as creating any arrangement for transfer of title, ownership or interest including rights under any Intellectual Property in or of the Solution in favour of the Client.
The Solution shall be made available by the Company to the Client as a service on a SaaS model, whereby the Company will provide the Client access to the Solution by hosting the Solution on a centrally hosted system, to which the Client will be given necessary access. The Company reserves for itself all other rights and interests not explicitly granted under these Terms of Use. The Client’s subscription to the Solution shall commence on the Subscription Commencement Date, irrespective of the Trial Period. The Client agrees and acknowledges that any delay in implementation of the Solution that can be attributed to the Client, illustratively, due to non-provision or delay in provision of any material, information or documents requisitioned by the Company for the purposes of implementing the Solution, will not result in any change of the Subscription Commencement Date and will be liable to pay the Fees in accordance with the terms set out in these Terms of Use.
Notwithstanding the foregoing, the Client acknowledges and agrees that the use of the Solution shall be subject to such additional terms and conditions and privacy policy, as may be applicable thereto and available at [insert the link for Privacy Policy], including any updates thereto from time to time. For avoidance of doubt, these Terms of Use shall be in addition to and not in derogation of any terms and conditions and privacy policy applicable to the Solution. Such terms and conditions and the privacy policy applicable shall be read into and shall form an integral part of these Terms of Use.
For availing the Solution, the Client hereby expressly consents and agrees to provide all information, including any applicable documents required by the Company, including Client’s identity, address and payment details, to the Company, from time to time.
The Client acknowledges and agrees that the Solution provided under these Terms of Use, during the Term is non- exclusive in nature and that the Company shall be entitled, at all times, to deal with the Solution in any manner it deems fit which includes provision of services using the Solution by itself or any variation, Update or Upgrades through any third party, from time to time. At any time, the Solution shall include all modifications, Updates, future or new Upgrades, additions, at the sole discretion of the Company. It is hereby clarified that the Client’s continued use of the Solution pursuant to any such Updates and Upgrades will be considered deemed acceptance of such Updates and Upgrades.
The License granted under these Terms of Use is only for the limited use of the Solution by the Client for its business operations and shall not include, without limitation, the right to:
(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Solution or the content in any way;
(b) circumvent or disable any security or other technical features of the Solution;
(c) modify, reproduce or make derivative works based on the Solution or the content;
(d) create internet “links” to the Solution or “frame” or “mirror” any content on any other server or wireless or internet-based device;
(e) reverse engineer or access the Solution for any purpose whatsoever, including without limitation, to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Solution; or (iii) to copy any ideas, features, functions or graphics of the Solution; or
(f) use the Solution for any purpose other than in connection with the Client’s internal business operations.
Client’s unauthorized access: The Client shall take all reasonable measures to ensure that the information transmitted to or from the Company servers are secure and shall not authorize any third person to have any unauthorized access to the Company servers. The Client may authorize any of its personnel to use the Solution and must ensure that such authorised personnel follows reasonable security measures as would have been followed by the Client itself and in case of any default on the part of such authorised personnel shall be deemed to be a default by the Client under these Terms of Use.
Client Compliance with the law: The Client shall ensure that it has taken all necessary approvals, licenses from concerned authority(ies) within or outside the territory for utilizing the Solution from the Company. The Client shall be liable for any default committed by it or by any of its personnel, employees, consultants and any other personnel authorised on its behalf and shall be solely responsible for any claims or liabilities that may arise on account of any such default.
Client Cooperation: The Client shall cooperate with the Company for any integration, as may be required under these Terms of Use into its system and shall provide the Company unfettered access to its systems and computing platform as and when required.
Client Payment: The Client shall pay any and all payments due under these Terms of Use, as and when requested by the Company.
ll payments stipulated under these Terms of Use are exclusive of all government levies and taxes and all applicable taxes and charges payable on the Fees, including any goods and service tax, shall be borne by the Client at all times. The Client shall additionally bear to its own account all other taxes, as may be applicable, for payments made to the Company pursuant to these Terms of Use. The Client shall comply with all filing formalities and requirements in respect of any tax withholdings to be made, including the filing of withholding tax return as prescribed under the applicable tax laws and issue to the Company, a certificate for tax deducted or paid on its behalf at source in the form of a certificate issued in accordance with applicable tax laws. The Client shall make best efforts to ensure that the Company gets credit for any tax deducted and provide to the Company, all information that is necessary to assist the Company in connection with its tax and statutory obligations.
The Client agrees that all payments required to be made by the Client to the Company under these Terms of Use shall be in accordance with the following terms: (a) The Client’s obligation to pay the amounts stipulated under these Terms of Use is absolute and shall not be negated by the Company not raising an invoice.
Each Party hereby represents and warrants to the other that:
it is duly incorporated and validly existing under the Applicable Laws; it has taken all actions including any corporate actions necessary to execute, deliver and to perform obligations under these Terms of Use; it has obtained all the statutory approvals/ permissions/ no objections as necessary and required under the Applicable Law for carrying on its activities and related services; there are no judicial or administrative actions, proceedings or investigations pending or, to the best of its knowledge after due inquiry, overtly threatened against it, which would have a materially adverse effect on its capacity to perform the obligations under these Terms of Use; it is not subject to the obligations under any contract as a consequence of which it may be in breach of its obligations and covenants contained in these Terms of Use.
In addition to the general representations as set out above, the Client, further represents and warrants as follows:
it possesses the financial ability to make payment of Fees in relation to the Solution; it has procured and shall at all times during the Term continue to hold, all applicable and necessary third party approvals/consents, governmental approvals, registrations, authorizations, licenses, permits and any other permissions whatsoever required under the Applicable Law to utilize the Solution; and it is as on the Subscription Commencement Date e, and shall at all times during the Term continue to be, in full compliance with all Applicable Laws, including the Applicable Data Protection Laws.
Unless explicitly stated otherwise in these Terms of Use, the Client shall be responsible to ensure that relevant consents under Applicable Data Protection Laws have been obtained from the users and/or individuals/ data subjects. The Client hereby agrees and acknowledges that the Company shall have no liability towards any users arising as a result of the collection and processing of any Personal Data by the Client.
The Client shall be responsible to maintain records of all consents collected as per the Applicable Data Protection Laws. The Client shall be liable to pay for any damages that the Company incurs due to inaccurate and/ or insufficient consents received from any users.
The Company will not use Personal Data collected on behalf of the Client, received from the Client or its authorized personnel or otherwise processed on behalf of the Client for any purpose other than as necessary for the utilization of the Solution under these Terms of Use.
To the extent permitted by the Applicable Laws from time to time, the Company disclaims any and all representations and warranties that the Solution provided under these Terms of Use shall be uninterrupted, error-free and devoid of any bugs, viruses, bots or that the Solution shall be provided as timely and/or secure and/or on uninterrupted basis.
The Company shall not be liable for any errors, omissions, interruptions, deletion of files or emails, loss of or damage to data, errors, defects, viruses, delays in operation or transmission, or any failure of performance, communication failure, data pilferage due to the use of any data or information in respect of the Solution.
The relationship between Parties shall be on principal-to-principal basis. Each Party is an independent contractor and is not a legal representative, partner or agent of the other Party. Neither Party shall have any right, power or authority, whether express or implied, to create any obligation on behalf of the other Party or bind the other Party.
Any and all questions of enforceability and interpretation, which may arise under these Terms of Use, shall be determined and governed by and in accordance with the laws of India and subject to the arbitration clause as set out below, the courts located at Mumbai shall have exclusive jurisdiction. In the event of any dispute arising out of or in relation to these Terms of Use, each Party shall make efforts to resolve the same amicably through their respective representatives/ senior management of both the parties. In case the dispute is not resolved amicably within 30 (thirty) days of arising of such dispute, then the dispute shall be referred to arbitration before a sole arbitrator appointed jointly by both Parties, in accordance with the Arbitration and Conciliation Act, 1996 and any amendments thereafter. The venue of arbitration shall be Mumbai. The language of the arbitration proceedings shall be English. Notwithstanding anything to the contrary, the Parties may agree to conduct the arbitration proceedings virtually through such video conferencing or other audio-visual means as may be mutually agreed between the Parties.
It is agreed between the Parties that the Company reserves the right to use certain details of the Client, including but not limited to the logo or name of the Client and any performance metrics obtained under these Terms of Use for its own marketing and advertising purposes. The Client hereby expressly consents to the usage of such details by the Company and provide the Company a perpetual, irrevocable, worldwide, royalty free license for the provision of such usage.
Except for the duty to make payments hereunder when due, and the indemnification provisions under these Terms of Use, neither the Company nor the Client shall be liable by reason of any failure or delay in the performance of its obligations arising out of a Force Majeure Event. As used in these Terms of Use, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the control of either Party. In the event, if one or more Force Majeure Events results in delay of 15 (fifteen) consecutive days in the performance of the obligations under these Terms of Use, the Parties shall mutually discuss to terminate these Terms of Use without any further liability. However, the Client shall be liable to pay the Company for the utilization of the Solution provided in accordance with these Terms of Use.
All communications or notices permitted or required to be given or served to the Company under these Terms of Use shall be in writing, shall be addressed to the Company as per the details set out below. These details may be updated from time to time by the Company and shall also be made available on the Solution.
The rights and obligations arising out of these Terms of Use, which by their nature should survive or are expressly so stated herein, shall remain in full force and effect to the extent so specified, notwithstanding any expiry or termination of these Terms of Use. If any provision of these Terms of Use (or any portion thereof) is determined to be invalid or unenforceable the remaining provisions of these Terms of Use shall not be affected by such determination, shall be binding upon the parties and shall be enforceable.
Neither Party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any right or remedy arising hereunder or in connection with any breach or illegality involving the other Party. The waiver by either Party of any such right or remedy shall not be construed as a waiver of any other right or remedy or as a continuing waiver with respect to any similar, ongoing, or repeated circumstances.
The Company may assign these Terms of Use and/or part thereof at its discretion, at any time, to any of its Affiliates, group companies, holding company, subsidiary companies, third parties without any notice to the Client. However, the Client shall not assign these Terms of Use or any part thereof to any party without taking prior written consent of the Company.
Webvixa Product Building Intrlligent Virtual Assistants for Businesses
Webvixa Software Private Limited All Rights Reserved
