Terms of Service
URDHVA TECH PRIVATE LIMITED LICENSING TERMS
Unless otherwise provided for in a current signed Agreement between You and Urdhva Tech Private Limited, these License Terms (“License Terms”) apply to the Urdhva Tech products purchased by You (“Services”) and specified on the documents for placing orders here under, including addenda and supplements thereto and which are incorporated into these License Terms by reference (“Order Form”). You must read these License Terms under which Urdhva Tech will license Services to You. You (“You”) is defined as yourself and / or the entity on whose behalf you are entering the contract, having been duly authorised by such entity to do so.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SERVICES, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE LICENSE TERMS MAY BE DISPLAYED, YOU AGREE TO THESE LICENSE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE LICENSE TERMS. IF YOU DO NOT AGREE TO THESE LICENSE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK AN ACCEPT BUTTON OR USE THE SERVICES AND PROMPTLY RETURN THE SERVICES TO URDHVA TECH FOR A REFUND OF THE AMOUNT PAID.
1) LICENSE GRANT
Except as otherwise expressly provided and subject to the payment of fees, Urdhva Tech grants You a non-exclusive, non-transferable license:
(a) to use the Services solely for Your internal business purposes. Your internal business purposes include those of any subsidiaries that You control either directly or indirectly.
(b) User Subscriptions. Unless otherwise specified in the applicable Order Form,
(i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users,
(ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions there under, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and
(iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.“User” means an individual who is authorized by You to use, has access to or receives any benefit of exposure to the Services, regardless of whether the individual is actively using the Services at any given time.
(c) if You are provided with Work Product under a Statement of Work, to use, reproduce, copy and display the Work Product solely for Your internal business purposes in conjunction with Your use of the Services and solely for so long as You is licensed to use the Services.
2) USE OF SERVICE
1) Protection of Your Data, Urdhva Tech shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Urdhva Tech shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. “Your Data” means all electronic data or email message information submitted by You to the Services, however Your Data excludes statistics.
2) You shall not, either directly or indirectly alter, revise, enhance, customize or otherwise change or modify the Services or any part thereof without Urdhva Tech’s prior written consent, which consent may be withheld in the sole and absolute discretion of Urdhva Tech. If such consent is given, and unless the parties agree otherwise, You shall deliver to Urdhva Tech all such alterations, revisions, enhancements, customisations, changes or modifications and an assignment of all copyright or other intellectual property interest and waiver of any moral rights that You or any other person may have in same.
3) LIMITED WARRANTY
Urdhva Tech warrants to You that Services will perform and functions as described in the applicable specifications when Order Form pursuant to which it was provided. This warranty is valid for a period of thirty (30) days from the date the Services is first delivered to You (‘Warranty Period’).
Urdhva Tech is not obligated to correct errors caused by unauthorized alteration, modification or correction to Services, by using Services other than as described in the documentation or user manuals for the Services, for abuse, misuse or improper installation, by non-Urdhva tech Services, by combining Services with any hardware or Services not authorized by Urdhva tech in writing or by a change in Your computing environment that would affect the Services.
You shall have no right to recover under any warranty or otherwise under "Service Support" unless it reports its warranty claim in writing prior to the expiration of the applicable warranty period.
4) SERVICE/PROFESSIONAL SUPPORT
If You purchase a support plan, Urdhva Tech will provide the level of support specified in the applicable Order Form (“Technical Support”). Any upgrades, updates or other Services provided pursuant to Technical Support shall be licensed under the terms of these License Terms. Technical Support does not include training or consultation regarding configuration or implementation.
You agree to take all reasonable steps to minimize the effects of any Services problem, including (A) adequate testing prior to live usage and (ii) a review of Your procedures at reasonable intervals. You also agree to make provisions for the backup of messages and/or data transmitted, received, generated or used in conjunction with the Services. Urdhva Tech shall not be responsible for any loss or corruption of any such messages or data.
In the event that You make suggestions to Urdhva Tech regarding new features, functionality or performance (‘Improvements’) that Urdhva Tech adopts for the Services for general commercial release, such Improvements shall become the sole and exclusive property of Urdhva Tech.
Urdhva Tech shall provide any training or consulting services (“Professional Services”) purchased by You subject to the terms of these License Terms, the payment of applicable fees and, in the case of Professional Services other than standard training or pre-packaged services, a statement of work signed by the parties (a “Statement of Work”). Any changes to the Statement of Work must be agreed in writing.
You will provide Urdhva Tech with all information, access, and full good faith cooperation reasonably necessary to enable Urdhva Tech to deliver the Professional Services and will be responsible for and assume the risk of any issues or problems resulting from the content, accuracy or functionality of all Your computer facilities, programs, test data, sample output and other information, resources and personnel supplied by You.
You agree that Urdhva Tech’s ability to meet target dates may be dependent on Your timely and effective co-operation with Urdhva Tech and that delays by You may result in delays in any scheduled deadlines.
Urdhva Tech solely owns the intellectual property in the Work Product. Upon payment in full of any amounts due for Professional Services, You shall have a non-exclusive, non-transferable right to use the Work Product for Your internal business purposes. This right shall continue for so long as, and be subject to the same terms and conditions as the right to use the Service Support.
You must pay the fees listed in the relevant Order Form.
You must pay a charge on any overdue payment of one and one-half percent (1-1/2%) for each month or portion of a month that the payment is overdue, or the highest interest rate permitted by applicable law, whichever is the lower. Interest shall compound monthly. The fees do not include any taxes, and You shall pay any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by Urdhva Tech) due as a result of any amounts paid to Urdhva Tech. You shall bear all of Urdhva Tech’s costs of collection of overdue fees, including reasonable attorneys’ fees.
6) DISCLAIMER OF WARRANTIES
EXCEPT AS SPECIFIED IN THESE LICENSE TERMS, THE SERVICES AND CUSTOMER DATABASE (INCLUDING FOR THE AVOIDANCE OF DOUBT, THEIR CONTENT) ARE PROVIDED AS IS, AS AVAILABLE AND WITH ALL FAULTS. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. URDHVA TECH DOES NOT WARRANT THAT ANY SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE.
The Services is provided on an advisory basis, Urdhva Tech does not guarantee the results or effectiveness of the Services nor gives any recommendations as to how You should use the Services nor shall have any responsibility for any decisions or actions taken by You or anyone else in reliance on the Services, including to refuse or accept any message. Accordingly, all filtering, blocking and other decisions and actions taken remain with You and are solely your responsibility.
7) LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT NEITHER URDHVA TECH NOR ITS AFFILIATES, OFFICERS OR EMPLOYEES ASSUME ANY DUTY OF CARE TO YOU OR ANY OTHER PERSON WITH RESPECT TO THE SERVICES AND YOU AGREE THAT THEY HAVE NO LIABILITY WHATSOEVER TO YOU (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY) AND YOU SHALL HAVE NO REMEDIES AGAINST THEM WITH RESPECT TO THE SERVICES, THE DOCUMENTATION, THE WORK PRODUCT OR THE PROFESSIONAL SERVICES OR ANY USE OR RELIANCE OF THE SAME MADE BY YOU OR ANY PERSON THROUGH YOU, INCLUDING WITHOUT LIMITATION ANY LOSS RESULTING FROM REJECTION OR ACCEPTANCE OF EMAIL OR DECISION MADE IN RESPECT OF ANY RELATIONSHIP ADVISED OR OMITTED ON THE BASIS OF THE SERVICES AND CUSTOMER DATABASE. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), LIABILITY TO THIRD PARTIES OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY, EVEN IF URDHVA TECH HAS BEEN INFORMED OF THIS POSSIBILITY IS SPECIFICALLY EXCLUDED. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES AND DOCUMENTATION NECESSARY TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE AND RESULTS OF THE SERVICES OR WORK PRODUCT. EACH PARTY’S TOTAL LIABILITY FOR ANY DIRECT LOSS, COST, CLAIM OR DAMAGES OF ANY KIND RELATED TO THE RELEVANT ORDER FORM SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY YOU TO URDHVA TECH UNDER SUCH RELEVANT ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN URDHVA TECH AND YOU AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO URDHVA TECH. HOWEVER, THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS ARISING AS A RESULT OF AN INFRINGEMENT OF URDHVA TECH’S INTELLECTUAL PROPERTY RIGHTS, OR A BREACH OF THESE LICENSE TERMS, OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS.