Terms of service
BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SCRUT PLATFORM, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE USING AND/OR ACCESSING THE SCRUT PLATFORM AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
This Agreement and Order Form(s) sets forth the terms under which Riversys will make its Scrut Platform available to the Customer. It is clarified that in the event, Riversys enters into a specific contract with the Customer, the terms of such contract shall prevail over the terms of this Agreement, unless otherwise mutually agreed between the Parties.
Modifications to this Agreement: From time to time, Riversys may modify this Agreement. Unless otherwise specified by Riversys, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Order Form after the updated version of this Agreement goes into effect. Riversys will use reasonable efforts to notify Customer of the changes through communications via Customer’s User Account on the Scrut Platform, email or other means.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Scrut Platform (“Software”); or (b) the effective date mentioned in the order form governing the access to the Software (“Order Form”).
This General Terms and Conditions (“Agreement”) is entered into by and between Riversys Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013 having its registered office at 302, Plot No 15, 3rd Floor, Kumar Tower, Wazirpur Industrial Area, Delhi North-West, 110052 (“Riversys” or “Company”) and the person or entity placing an order for or accessing the Software (“Customer”). In consideration of the terms and conditions set forth below, the Parties agree as follows:
- Subject to the Order Form and the terms of this Agreement, Company will provide Customer a limited, revocable, non-transferable, non-sub-licensable and non-exclusive license to use and access Software in accordance with the Service Level Terms attached hereto as Exhibit A and reasonable technical support services in accordance with the terms set forth in Exhibit B. This Agreement will also govern any Statement of Work covered under the Order Form.
- This Agreement is on non-exclusive basis and Company shall not have any exclusive right or obligation to provide the access to the Software under this Agreement to Customer. Customer shall be free to subscribe to any other software from any other person.
RESTRICTIONS AND RESPONSIBILITIES
- Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or any documentation or data related to the Software; (b) modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by Company or authorized by the terms of this Agreement); (c) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels.
- Customer represents, covenants, and warrants that Customer will use the Software only in compliance with the terms of the Order Form, this Agreement and the applicable laws and regulations.
- Customer shall be responsible for maintaining the Customer account and passwords (including but not limited to administrative and user passwords) in a secure manner to avoid any unauthorized access to the Software. Customer will co-operate with Company and provide all assistance as reasonably requested by Company in connection with the provision of the Software.
- Customer shall comply with all applicable law including those regulating privacy or data protection and the collection, storage use and disclosure of such information while using and accessing the Software.
- Customer consents to receive communications from the Company through electronic means, including email, SMS, calls or other such means in connection with its use and access of the Software.
- For any external certifications contemplated under the Order Form, the delivery of such certification to the Customer will be subject to the Customer duly signing the management representation letter or any similar document, as may be requested by the external auditor /CPA/ competent authority providing the certification.
CONFIDENTIALITY; PROPRIETARY RIGHTS
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes (i) information regarding features, functionality and performance of the Software; and (ii) information provided by Company to Customer pursuant to this Agreement and the Order Form. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Software to the Customer and any reports and other content produced by the Customer using the Software (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information of the Disclosing Party, and (ii) not to use (except in performance of the obligations contemplated herein or as otherwise permitted herein) or divulge to any third person any such Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than by a breach of this Agreement, or (b) was in its possession or was known by it, prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, provided that the Party which is required by law to disclose such information shall beforehand notify the other Party of any such requirement and consult with the other Party regarding the manner of such disclosure.
- Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Software, all improvements, enhancements or modifications thereto, and (b) all intellectual property rights related to the foregoing.
- Notwithstanding anything to the contrary, Company shall have the right to access, collect, use, process, store, and analyze meta data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies, and Company will be free (during and after the term hereof) to use such information and data to (i) improve and enhance the Software and for other development, diagnostic and corrective purposes in connection with the provision of the Software; and (ii) produce data, information or other materials that cannot be identified as relating to a particular individual or company (such data, information and materials, the “Anonymized Customer Data”). Company may use, process, store, disclose and transmit the Anonymized Client Data for any purpose and without restriction or obligation to Customer of any kind provided that the said Anonymized Customer Data cannot be associated in any way with the Customer.
PAYMENT OF FEES
- Company will bill the Customer as per the fees specified in the Order Form (“Fees”). If Customer’s use of the Software or any feature thereof requires the payment of additional fees per the terms of the Order Form, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided therein. Company reserves the right to revise the Fees or applicable charges and to institute new charges and Fees at the end of the Subscription Term or thencurrent renewal term. It is clarified that no prior notice is required for adjustment of Fees on account of change in the exchange rate as may be specified in the Order Form. If Customer believes that Company has billed Customer incorrectly, Customer must notify Company no later than 15 (fifteen) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
- Subject to the terms set forth in the Order Form, Company may choose to bill through an invoice, in which case, full payment for the invoices issued must be received by Company within 15 (fifteen) days of providing the invoice. Unpaid amounts are subject to immediate termination or suspension of this Agreement, at the discretion of Company. Customer shall be responsible for all taxes associated with services contemplated under the Order Form.
INTELLECTUAL PROPERTY RIGHTS
- Customer shall retain all ownership and intellectual property rights in and to Customer Data.
- Company Intellectual Property Rights.
- In providing access to the Software, Company may use or include any Company IP that was licensed, procured, or developed by or for the Company prior to the Effective Date of the Order Form which shall at all times be owned by the Company. Additionally, the Company shall at all times own and/or be deemed to own all the Company IP in relation to the Software and any derivative works of, or improvements, enhancements, modifications or updates to the Software and shall retain title to any tools, developer codes, templates, platforms or software used in connection with the Software.
- For the purposes of this Agreement, “Company IP” shall mean all trade secrets, know-how, source code, object code, technical information, commercial and financial data, copyright, designs, inventions, patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) and all other industrial or intellectual property rights (whether registered or not) of the Company.
- Reservation of Rights. Each Party grants the other only the licences and rights to such Party’s intellectual property as expressly set out in this Agreement. No other licenses or rights (including licenses or rights under patents) are granted either directly, by implication, or otherwise.
TERM AND TERMINATION
- Subject to earlier termination as provided below, this Agreement is for the Subscription Term as specified in the Order Form and shall be renewed for additional periods as Parties may mutually agree in writing (collectively, the “Term”) prior to the end of the then-current term.
- In addition to any other remedies it may have, either Party may also terminate this Agreement upon 30 (thirty) days’ notice (or without notice in the case of non-payment), if the other Party materially breaches any of the terms or conditions of this Agreement. Further, Company may forthwith terminate the Agreement if there is a material change of circumstances including a condition or circumstance which Company was not aware of, or ought not to have reasonably been aware of, becomes apparent, such that Company, acting reasonably, determines that continued provision of services as contemplated under the Order Form is not feasible in accordance with this Agreement. Customer will pay in full for the services up to and including the last day on which the services are provided. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- During and after the Subscription Term, Customer will not assert, authorize, assist, or encourage any third party to assert, against the Company or any affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Software.
- In the event of termination or expiry of the Agreement, as the case may be, Company shall cease/suspend all licenses/works/developments/services in respect of this Agreement. Upon such termination or expiry, the Customer will have restricted access to the Software for a period of 30 (thirty) days from the date of such termination or expiry for the purpose of retrieving any Customer Data. For the purpose set out above, Company will make available restricted access to one data administrator as identified and communicated to it by the Customer.
WARRANTY AND DISCLAIMERS
- Subject to the Service Level Terms attached hereto as Exhibit A and reasonable technical support services in accordance with the terms set forth in Exhibit B, Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner, which minimizes errors and interruptions in the Software. Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
- Customer and Company will indemnify, keep indemnified and hold harmless each other and its officers, directors, employees, representatives and agents against any claims, costs, charges, damages, losses and legal charges, of any nature whatsoever, arising out of breach of representations and/or obligations given in this Agreement.
LIMITATION OF LIABILITY
- In no event, will either the Customer or the Company have any liability to the other Party or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the Party has been advised of the possibility of such damages.
- Save as otherwise mentioned in this clause, will the Company’s aggregate liability arising out of or related to the Agreement or the Order Form (whether in contract or under any other theory of liability) exceed the total amount paid by Customer hereunder in the period of billing, preceding the last event giving rise to the liability (“Standard Cap”).
- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent provided that Company may not sub-contract its obligations under this Agreement to third parties without the prior written consent of Customer.
- This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both Parties, except as otherwise provided herein.
- No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.
- All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- This Agreement shall be governed by the laws of India without regard to its conflict of laws provisions. The Parties shall refer any disputes arising under this Agreement to arbitration to be conducted by a single arbitrator appointed in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996. Subject to the arbitration clause, the Courts in New Delhi shall have exclusive supervisory jurisdiction over any disputes under this Agreement. The Parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 (ninety) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
- For a period of 6 (six) moths from the signing of this Agreement, neither Party shall solicit, poach, employ or hire either as employees, consultants, retainers, advisors, counsels, freelancers or otherwise any of associate/group company’s employees, agents, consultants, retainers, advisors, officers, or otherwise of the other Party, unless permitted in writing by the other Party.
Further, the Parties agree that the non-solicitation obligations under this clause shall survive the expiration, termination or cancellation of this Agreement.
SERVICE LEVEL TERMS
The Software shall be available (System Availability) [99%], measured monthly, excluding holidays and weekends and scheduled maintenance.
If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation.
System Availability percentage is calculated as follows:
System Availability percentage = [(Total Minutes in the Month – Downtime) /Total Minutes in the Month] * 100
Scheduled Maintenance: [Weekly, Sunday 2:00 am to 6:00 am Local Time]. Local Time refers to the location of the data center where Company’s Services are hosted.
Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of [10:00 am through 6:00 pm Indian time], with the exclusion of Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket by sending an email any time to: email@example.com
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within [3 (three) business days].