These Terms of Service are relevant for those wishing to create an account and utilise the services provided by Konverse AI (“SaaS Provider”).
Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.
1.1 These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Omind Technologies Pvt. Ltd, a company incorporated under the Companies Act, 2013 having its registered office at Plot-Y9, Block EP,Sector-V, Saltlake, Kolkata - 700091 (referred to as "SaaS Provider”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party, (Agreement).
1.2 The SaaS Provider owns, or holds the legal rights to the SaaS Service and the software comprised therein.
1.3 By accessing and/or using the Services you: warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it; warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age); and
1.4 By using our Services and subscribing on our website, you acknowledge that you have read, understood, and accepted these Terms and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services.
2.1 The SaaS Provider will provide the Services according to the terms of this Agreement.
2.2 The Subscriber will subscribe to the different modules of Services provided by the SaaS Provider, the details of which are available on our website.
2.3 The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the SaaS Provider will provide Subscriber with 15 Business Days’ notice and the Subscriber agrees that any material alteration is at the SaaS Provider’s discretion.
3.1 During the configuration and set-up process for each Account, the Subscriber will identify an administrative user name and password for each Account. SaaS Provider reserves the right to refuse registration of, or cancel usernames and passwords it deems inappropriate.
3.2 The Subscriber may allow such number of B2B Users as per the plan subscribed by the Subscriber.
3.3 In relation to B2B Users, the Subscriber understands that it will be solely responsible for (i) their acts and/or omissions in connection with their access and/or Use of the SaaS Service or any other SaaS Service and (ii) ensuring that their access and/or Use of the SaaS SaaS Service or any other SaaS Service is in compliance with this Agreement and any and all applicable local laws, rules and regulations (iii) any Content uploaded by them, including its appropriateness, confidentiality, accuracy, completeness, quality, integrity, legality, reliability, intellectual property ownership and legality.
4.1 All Content will belong to the Subscriber.
4.2 The Subscriber warrants that: (i) it is the owner of such Content, or has been granted all the rights necessary from the owner of such Content to submit such Content to SaaS Provider; (ii) the Use of such Content will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party or the provisions of applicable law; (iii) in the case of Content that constitutes personal information of any person, it has obtained requisite consent for Use of such content and is otherwise in compliance with all data privacy and protection law applicable to the collection, storage, processing or transfer of such Content.
4.3 The SaaS Provider its officers, directors, employees are not responsible for any Content submitted in the course of using the SaaS Services or any other Service, including the procurement of any consent from any person, for the collection, storage, processing or transfer of such Content, in the course of providing the SaaS Services or any other Service
4.4 “Content” means any information, data, files, database, diagrams, pictures, charts, analyses, text, numbers, corporate information, financial information, personally identifiable information of B2B Users or any other information or data, owned or controlled by the Customer.
5.1 All Intellectual Property Rights in (i) the technology, software applications and tools used in providing the SaaS Service, (ii) any of the other Services and (iii)any know-how, specifications, inventions, processes, data or information supplied by the SaaS Provider under or in connection with this Agreement (collectively “SaaS Provider Intellectual Property”) belong to and are the sole property of SaaS Provider. The Customer hereby acknowledges and agrees that all Intellectual Property Rights existing or arising in any SaaS Provider Intellectual Property will at all times belong to and remain vested in SaaS Provider and save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or otherwise passed to the Subscriber or any of its B2B Users.
5.2 The Customer shall own all Customer Data. "Customer Data" for the purpose of these terms means all data and/or content uploaded to the SaaS Service by Customer (including the B2B Users), and in all data derived from it, including personal data. For the avoidance of doubt, Customer Data does not include usage data.
5.3 The SaaS Provider shall use commercially reasonable measures to establish and maintain proper data security measures and procedures for the safe custody of the Customer Data and to prevent unauthorised access, unauthorised or unlawful processing or accidental loss, destruction or damage thereto or use thereof.
5.4 The SaaS Provider shall take all appropriate measures to comply with all relevant provisions of the applicable law on personal data protection In India in relation to the provision of Services and undertakes to act only on instructions from the Subscriber in accordance with the terms of this Agreement for both processing and destruction of the Customer Data at the location agreed with the Subscriber. However, the SaaS Provider retains the right to store a copy of Customer Data, solely for the purpose of complying with legal and regulatory obligations, under applicable laws.
5.5 The SaaS Provider shall ensure that each of its employees, agents or subcontractors are made aware of The SaaS Provider obligations with regard to the security and protection of the Customer Data and shall require that they enter into binding obligations with The SaaS Provider in order to maintain the levels of security and protection provided herein.
During the Term, the SaaS Provider will provide the support services in accordance with the SaaS Service Levels during the support hours provided that:
(i) the Customer provides the SaaS Provider with notice for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and
(ii) where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the SaaS Provider all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).
The Subscriber will ensure that:
(a) it will:
i. comply with any and all instructions provided to by SaaS Provider relating to Use of the Service(s);
ii. make available to SaaS Provider such accurate information, documentation, data and such other assistance as SaaS Provider may reasonably require to provide the Service(s), including information required for creating Accounts and billing;
iii. comply with this Agreement in Using the Service(s); and
iv. to identify the Customer as a customer of SaaS Provider during the term of this Agreement.
(b) it will NOT:
i. circumvent, disable, modify, disrupt or interfere with the Service(s), supporting servers, or networks either manually or through the Use of scripts, viruses, or worms or other malicious codes;
ii. reproduce, duplicate, copy, reverse engineer, deconstruct, sell, trade the Service(s) or the underlying technology;
iii. excessively overload the SaaS Provider systems Used to provide the Service(s) and will adhere to the storage limits set by SaaS Provider;
iv. copy or distribute or publish any part of the Service(s) in any medium;
v. Use the Service(s) for any immoral or illegal purpose;
vi. Use the Service(s) to send unsolicited messages, email or other communications; and
vii. Use the Service(s) or Content in a manner that violates any applicable law, regulation, this Agreement.
8.1 Each Party must (and must ensure that its Personnel do):
(i) keep confidential; and
(ii) not use or permit any unauthorised use of, all Confidential Information.
8.2 Clause 8.1 does not apply where:
(i) the information is in, or comes into, the public domain (other than by a breach of this clause 8 by the relevant Party);
(ii) the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
(iii) the disclosure is required by law;
(iv) the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 8; and
(v) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 8.
(vi) Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.
(vii) This clause 8 will survive the termination or expiry of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE CUSTOMER’S USE OF THE SERVICE(S) IS AT ITS SOLE RISK. THE SERVICE(S) IS PROVIDED ON AN "AS IS"AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN SAAS PROVIDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE(S) INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- DATA LOSS, NON-INTERFERENCE WITH THIRD PARTY RIGHTS OR THE ACCURACY, RELIABILITY OF THE SERVICE(S). FURTHER, SAAS PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SAAS SERVICE PROVIDERS RELATING TO OR SUPPORTING A SERVICE, INCLUDING HOSTING AND MAINTENANCE SERVICES.
10.1 The Customer agrees to indemnify, and hold harmless, the SaaS Provider against all Liabilities and Claims arising out of or in connection with:
1. any and all unauthorised use of the SaaS Service;
2. B2B access or use of the SaaS Services;
3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel;
4.and damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.
10.2 The SaaS Provider agrees to indemnify and hold harmless, the Customer against all liabilities and claims arising out of or in connection with:
1. Breach of confidentiality and data protection obligations;
2. the SaaS Service breaching third party intellectual property rights.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAAS PROVIDER, ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS, LICENSORS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL LOSS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER PECUNIARY LOSS) LOSS OF GOODWILL OR OTHER INTANGIBLE LOSSES OR EXEMPLARY DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE(S); (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE CUSTOMER’S OR ANY USER’S TRANSMISSIONS OR CONTENT; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE(S); OR (v) ANY OTHER MATTER RELATING TO THE SERVICE(S).
11.2 EXCLUDING IN THE EVENT OF FRAUD, IN NO EVENT WILL SAAS PROVIDER’S MAXIMUM AGGREGATE LIABILITY EXCEED EITHER THE TOTAL AMOUNT PAID BY THE CUSTOMER TO SAAS PROVIDER FOR THE SERVICE(S) in that particular year in which the Services were provided.
12.1 Force Majeure: Neither Party shall be liable for failure to perform any of its obligations hereunder if such performance is prevented, restricted or interfered with by reason of war or other violence; any law, or regulation of any government; fire, or other causality or accident; strike or labour disputes; or any act or condition whatsoever beyond the reasonable control of such Party (each such occurrence being hereinafter referred to as a “Force Majeure Event”).
12.2 Agent: Nothing in this Agreement will be deemed to constitute a partnership or a joint venture between the Customer and SaaS Provider. Further, nothing contained in this Agreement will constitute the Customer as the agent of SaaS Provider or otherwise entitle the Customer to have authority to bind SaaS Provider for any purpose.
12.3 Dispute Resolution: All disputes between the Customer and SaaS Provider arising out of or in connection with this Agreement or the Customer’s use of the Service(s) will first be settled by mutual negotiations and agreement. If, for any reason, such dispute cannot be resolved amicably within 30 calendar days of the dispute being notified by either the Customer or SaaS Provider to the other, the same shall be subject to arbitration as per the Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment thereto and the place of arbitration will be Bangalore, Karnataka State; provided however that either Party shall be entitled to seek specific performance or injunctive relief by a courts at Bangalore having jurisdiction, with respect to any claims which the Party claiming relief can prove are by their very nature, claims that necessitate the reliefs of specific performance or injunction. The Sole Arbitrator shall be appointed by mutual consent of both the Parties. The arbitration will be conducted in English. The award of the arbitration proceedings will be final and binding on both the Customer and SaaS Provider.
12.4 Governing Law and Jurisdiction: Subject to the dispute resolution clause above all disputes between the Customer and SaaS Provider that arises in whole or in part from the Use of the Service(s)or otherwise under this Agreement will be decided exclusively by a court of competent jurisdiction located in Bangalore only. This Agreement will be governed by the laws of India.
12.5 Entire Agreement: The Customer and SaaS Provider acknowledge that they have read this Agreement, and understand it, and agree to be bound by its terms, and further agree that these Terms along with any other document will constitute the entire agreement between the Parties.
12.6 Severability: If any provision(s) of this Agreement are deemed invalid by a court of competent jurisdiction, the invalidity of such provision(s) will not affect the validity of the remaining provisions of this Agreement which will remain in full force and effect.
12.7 Waiver: No waiver of any obligation of this Agreement will be deemed a further or continuing waiver of such term or any other term, and either Party’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.
