IMPORTANT PLEASE READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING KARYA SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
This software service subscription agreement (the "Agreement") governs your use of KARYA Software, the System (as defined below), and any related services provided by Dividant Business Solutions Pvt. Ltd.KARYA or Dividant Business Solutions Pvt. Ltd. individually or together is referred to as the "Company" in this Agreement. Company or Dividant Business Solutions Pvt. Ltd. or KARYA are the same and used synonymously in this Agreement.
You are referred to as "Customer" in this Agreement. If you use the KARYA Application/System, or if you click "I agree" or take any other affirmative action indicating your acceptance of this Agreement, then you have agreed to these terms. The System is intended to provide business tools, video, or audio conferencing on multiple platforms.
As a condition of your use of the System, you warrant to the company that you will not use the System for any purpose that is unlawful or prohibited by these Terms. You may not use the System in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the System.
You are not entitled to use any measures, mechanisms, or tools (software or hardware) that could interfere with the functioning of the System or any of its Services.
You may not use the Services and System if (i) you have been convicted of any offense under applicable law and (ii) if you are under the age of 18 years. Your access may be terminated without warning if we believe that You are under the age of 18 or are otherwise ineligible.
Suppose you are an agent or employee of the intended subscriber or User. In that case, you individually represent and warrant Dividant Business Solutions Pvt. Ltd. that you are authorized to bind as a party to this Agreement. If you do not agree to this Agreement, then you are not allowed to use the System.
Definitions:
(a)Components. "Components" means the individual modules or products that make up the System. New components or features will be introduced to the System from time to time, and those Components or features may be restricted to specific Editions.(b)Customer Data. "Customer Data" means any of Customer's information, documents, or electronic files that are provided to Dividant Business Solutions Pvt. Ltd. hereunder.
(c)Documentation. "Documentation" means the online documentation provided by Dividant Business Solutions Pvt. Ltd.
(d)Error. "Error" means any reproducible material failure of the System to function per its Documentation.
(e)Maintenance Windows. "Maintenance Windows" means, collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on Dividant Business Solutions Pvt. Ltd. website at least 24 hours before starting the standard maintenance window. Emergency maintenance will occur as needed. Dividant Business Solutions Pvt. Ltd. will make reasonable efforts to publish emergency maintenance windows on the Dividant Business Solutions Pvt. Ltd. website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur.
(f) System. "System" means the software service or application for which the Customer has paid, including any Updates relating to that. A System is made up of individual Components.
(g)System Administrator. "System Administrator" or "Administrator" means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the Service, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System. System Administrator (Administrator) may approve any service/plan changes to the account.
(h)Support. "Support" means the ongoing services by Dividant Business Solutions Pvt. Ltd. to support the System.
(i)Update. "Update" means any patch, bug fix, release, version, modification, or successor to the System.
(j)User. "User" means a named individual to whom Customer has granted access to use the System on Customer's behalf, regardless of whether or not the User accesses the software. Users may be Customer's employees, consultants, contractors, or agents. If the Customer grants login access to his Clients or Vendors, they are also considered as Users.
(k)Edition. "Edition" means the named configuration of the System that has been licensed to the Customer. An Edition defines what Components, features, limits, and usage restrictions are placed on the System licensed to the Customer. New components or features will be introduced to the System from time to time, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.
(l)Subscription. "Subscription" means the period for which the Customer is siging up the services for or time period the Customer intends to use the KARYA System. Subscription can be for a period of Month or Quaterly or Yearly or a custom defined time period.
(m)Effective Date. "Effective Date" is the date on which the Customer's subscription to the licensed Edition of the System starts. The beginning of the contract term shall commence on the date of execution of this Agreement.
Use Rights:
(a)Use Rights. Under this Agreement, Dividant Business Solutions Pvt. Ltd. hereby grants to Customer a nonexclusive, non-transferable, non-sublicensable right to Customer and Customer's Users to use the licensed Edition of the System for Customer's business purposes. The use right in the preceding sentence is limited to the number of Users for which the Customer has paid. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee. In such case, New Transferee must agree to be bound by all the terms and conditions of this Agreement, and Customer must explicitly obtain permission/agreement from Dividant Business Solutions Pvt. Ltd. All rights to the System not expressly granted herein are reserved to Dividant Business Solutions Pvt. Ltd.(b)License and Use Restrictions. Customer and Customer's Users shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that Dividant Business Solutions Pvt. Ltd. shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System. The Customer or Customer Users agree not to reproduce the System partially or fully in any form or shape, including but not limited to any screens, content, or functionality.
(c)System Administrator; User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or username. The Customer acknowledges and agrees that it is prohibited from sharing passwords and/or usernames with unauthorized users.
(d)Customer Data. The Customer owns all rights, titles, and interests in the Customer Data. Customer hereby grants to Dividant Business Solutions Pvt. Ltd. a nonexclusive, non-transferable non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer's use of the System. Dividant Business Solutions Pvt. Ltd. shall not use the Customer Data except to improve the System and as necessary to perform its obligations hereunder.
(e)Sensitive Data; Customer Responsibilities. Customer acknowledges that the System is intended for use with protected information such as credit card numbers, financial account numbers, or other similarly sensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Users' use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations. (O Security. Customer is solely responsible for maintaining the security of all usernames and passwords granted to it, for the security of its information systems used to access the System, and for its Users' compliance with the terms of this Agreement. Customer will immediately suspend user accounts if it becomes aware of any loss or theft or unauthorized use of any of Customer's passwords or usernames. Dividant Business Solutions Pvt. Ltd. has the right at any time to terminate or suspend access to any User or to Customer if Dividant Business Solutions Pvt. Ltd. believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or Dividant Business Solutions Pvt. Ltd. network.
3. Support:
(a) Services Generally. Subject to the terms of this Agreement, Dividant Business Solutions Pvt. Ltd. shall use commercially reasonable efforts to make the System available to Customer.(b) Updates. Dividant Business Solutions Pvt. Ltd. shall deliver Updates to the System that apply to the Customer's currently licensed Edition at no additional charge. From time to time, new Components or features may be released that are applied selectively to different Editions of the System. Only those Updates that apply to the Customer's currently licensed Edition will be delivered automatically to the Customer at no additional charge.
(c)Support Options and Procedures. Dividant Business Solutions Pvt. Ltd. shall provide general support to the Customer as set forth on the Support Section of the Dividant Business Solutions Pvt. Ltd. website for the Customer's currently licensed Edition. Different Editions of the System will be entitled to varying levels of support. In addition, Dividant Business Solutions Pvt. Ltd. may offer premium support options to the Customer at an additional charge.
(d)Error Correction. Dividant Business Solutions Pvt. Ltd. shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as possible using its reasonable efforts during Dividant Business Solutions Pvt. Ltd.'s regular business hours. Customer shall provide such access, information, and support as Dividant Business Solutions Pvt. Ltd. may reasonably require in the process of resolving any Error. This paragraph is the Customer's sole and exclusive remedy for Errors.
(e)Support Exclusions. Dividant Business Solutions Pvt. Ltd. is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:
(i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;
(ii) any failure or defect of Customer's or a third party's equipment, software, facilities, third party Systems, or internet connectivity (or other causes outside of Dividant Business Solutions Pvt. Ltd.'s firewall);
(iii) Customer's use of the System other than in accordance with the System's documentation; or (iv) a Force Majeure Event.
(O Support Fees. Dividant Business Solutions Pvt. Ltd. has the right to bill Customer at its standard services rates for any support issues excluded by Section 3(e) above that have been preapproved in writing (including in an email) by Customer.
(g) Limitation of Remedies. Correction of Errors as defined in this Agreement are Customer's sole remedies for any Errors in the System.
4. Financial Terms:
(a)Fees. In return for the products, services and use rights provided by Dividant Business Solutions Pvt. Ltd. to Customer hereunder, Customer shall pay to Dividant Business Solutions Pvt. Ltd. the fees in the amount set forth. All amounts refer to Indian Rupees.(b)Payment Terms. Dividant Business Solutions Pvt. Ltd. shall invoice/auto charge (through its merchant account) Customer on a monthly or yearly basis, in advance, for all subscription fees, recurring charges, current invoices and expenses incurred since the previous invoice. If Customer is delinquent in payment of any portion of a subscription fee or an invoice, Dividant Business Solutions Pvt. Ltd. may, suspend access to the system and/or terminate all services to the the Customer and may additionally excercise other remedies it may have. Customer agrees to pay interest on delinquent amounts at the rate of 1.5% per month (or, if lower, the maximum amount permitted by law) that a payment is overdue. The Customers Subscription Rate per User is as follows: {PRICE} per month billed monthly or {PRICE} per month billed per annum/yearly. ("User" shall include all current and former "Users" loaded into Customers KARYA system).
(c)Taxes. Customer shall pay or shall reimburse Dividant Business Solutions Pvt. Ltd. for all sales taxes, service taxes and other taxes, however characterized by the taxing authority, based upon the license fees or other charges under this Agreement or otherwise incurred on account of Customer's use of the System, except for any taxes based upon Dividant Business Solutions Pvt. Ltd.'s net income or gross receipts or for any franchise or excise taxes owed by Dividant Business Solutions Pvt. Ltd.
(d)Pricing Changes. Dividant Business Solutions Pvt. Ltd. Will notify changes in pricing at least 15 days before the billing expiry date or 15 days before service/contract/subscription renewal.
5. Term and Termination:
(a)Term. The term of this Agreement commences on the Effective Date {CURRENT DATE} hereof and shall continue until the subscription renewal period(b)Termination for Cause. Either party can terminate this Agreement with or without cause upon following circumstances:
(i) Immediately upon failure to pay a subscription fee or any delinquent amounts owed by the Customer to Dividant Business Solutions Pvt. Ltd. and this Agreement becomes re-active upon renewal or payment of delinquent charges by the Customer; (ii) Immediately upon any breach of any confidentiality obligations owed to such party by the other party; (iii) if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 14 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 14 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or (iv) upon the institution of bankruptcy or state law insolvency proceedings against the other party if such proceedings are not dismissed within 14 days of commencement.
(c) Obligations Upon Termination. Upon termination of this Agreement:
(i) provided that Customer has paid all amounts owed to Dividant Business Solutions Pvt. Ltd. hereunder, Dividant Business Solutions Pvt. Ltd. shall, upon written request received within 14 days of termination, provide any Customer who purchased access rights to an Edition requiring payment of a fee with access to the System for a period of 24 hours; (ii) Dividant Business Solutions Pvt. Ltd. shall immediately terminate access to the System by Customer; (iii) Customer shall immediately pay Dividant Business Solutions Pvt. Ltd. any amounts payable or accrued but not yet payable to Dividant Business Solutions Pvt. Ltd. including any deferred payments or payments originally to be made over time.
THE CUSTOMER ACKNOWLEDGES THAT IF THE CUSTOMER IS USING AN EDITION OF THE SYSTEM THAT IS PROVIDED FREE OF CHARGE, UPON TERMINATION OF THIS AGREEMENT, DIVIDANT BUSINESS SOLUTIONS PVT. LTD. IS UNDER NO OBLIGATION TO EITHER MAINTAIN CUSTOMER DATA OR TO PROVIDE USERS WITH ACCESS TO OR A COPY OF THE CUSTOMER DATA.
6. Confidentiality:
(a)Confidential Information. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party's technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third party information that Customer or Dividant Business Solutions Pvt. Ltd. is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.(b)Exclusions. Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.
(c)Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement. Except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party's express written authorization.
(d)Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or another appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
(e)Return of Information. Except as set forth otherwise in the specific provisions concerning Customer Data set forth in Section 5(c) above, if a disclosing party so requests at any time, the receiving party shall return or delete all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession promptly.
(f)Survival. The parties hereto covenant and agree that this Section 6 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.
7. INTELLECTUAL PROPERTY RIGHTS:
As used herein, 'Intellectual Property Rights' means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. All Intellectual Proprietary Rights to any KARYA Software, the KARYA Website, KARYA Materials, and User Content belongs to KARYA. Nothing in this Agreement and Terms of Use shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any KARYA Software, the KARYA Website, any KARYA Materials, or any User Content for any reason, unless otherwise expressly permitted by the Terms of Use or by law. You hereby agree to assign and do assign to KARYA (and KARYA accepts such assignment) any modifications or derivative works of any KARYA Software, the KARYA Websites, and KARYA Materials made by You in contravention of this limitation without remuneration of any kind.8. Indemnification:
(a)Indemnification by Dividant Business Solutions Pvt. Ltd. FOR CUSTOMER USING ONLY A FREE EDITION OF THE SYSTEM, THIS SECTION 8(a) DOES NOT APPLY AND YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO ANY INDEMNIFICATION FROM DIVIDANT BUSINESS SOLUTIONS PVT. LTD. For Customers using an Edition of the System on a monthly or annual payment plan, Dividant Business Solutions Pvt. Ltd. shall defend, indemnify and hold harmless Customer from and against all damages, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, resulting from any third party claim, suit or proceeding that arises from Customer and/or the Customer's Users' use of the System in accordance with this Agreement that, to Dividant Business Solutions Pvt. Ltd.'s knowledge, infringes or misappropriates any Indian trade secret, trademark, or copyright. Dividant Business Solutions Pvt. Ltd. will have no indemnity obligation to Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the System with products, services, information, materials, technologies, business methods or processes not furnished by Dividant Business Solutions Pvt. Ltd. to the extent the infringement or misappropriation is based on such combination, operations or use; (ii) any modification (other than by Dividant Business Solutions Pvt. Ltd.) to the System to the extent the infringement or misappropriation is based on such modification; or (iii) the Customer's failure to promptly install any Update that is provided by Dividant Business Solutions Pvt. Ltd. that would have eliminated the actual or alleged infringement or misappropriation.(b)Indemnification by Customer. Customer shall defend, indemnify and hold harmless Dividant Business Solutions Pvt. Ltd. from and against all damages, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, resulting from any third party claim, suit or proceeding that arises from the Customer and/or the Customer's Users' use of the System. The indemnified party shall promptly notify the indemnifying party in writing of any third party claim, stating the nature and basis of the third party claim, to the extent known. The indemnifying party shall have sole control over the defense and settlement of any third party claim, provided that, within fifteen (15) days after receipt of the above described notice, the indemnifying party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the indemnified party shall be entitled to participate in the defense of such third party claim and to employ counsel at its own expense to assist in the handling of such claim, except that the indemnified party's legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (i) the indemnifying party fails or refuses to assume control over the defense of the third party claim within the time period set forth above; (ii) the indemnified party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary injunction against it; or (iii) representation of both parties by the same counsel would, in the opinion of that counsel, constitute a conflict of interest. The indemnifying party shall not settle any such third party claim without the written consent of the indemnified party, except for a complete settlement requiring only the payment of money damages to be paid by the indemnifying party.
(d) Sole Remedy. Indemnification pursuant to this Section is the parties' sole remedy for any third party claim against the other party in the nature of intellectual property infringement or misappropriation.
9. Service Level Commitments Disclaimers and Limitations:
(a) Service Level Commitments; Credits. Dividant Business Solutions Pvt. Ltd. guarantees that the System and all Services provided on the System will be accessible to Customer's authorized Users 99.5% of the time in any given calendar month, excluding Maintenance Windows. Notwithstanding the foregoing, Dividant Business Solutions Pvt. Ltd. does not guarantee network availability between Customer and the Dividant Business Solutions Pvt. Ltd. hosting servers, as such availability can involve numerous third parties and is beyond the control of Dividant Business Solutions Pvt. Ltd.. Dividant Business Solutions Pvt. Ltd. will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by a third party data center provider nor for any downtime that Customer experiences as a result of Customer or Customer's Users' own network connectivity issues. If Customer experiences a System or Service outage and is unable to access the System or any Service, Customer must immediately contact Dividant Business Solutions Pvt. Ltd.'s help desk, providing any/all necessary information that may assist Dividant Business Solutions Pvt. Ltd. in determining the cause of the outage. Dividant Business Solutions Pvt. Ltd. will determine in good faith whether the outage was within Dividant Business Solutions Pvt. Ltd.'s reasonable control. If Dividant Business Solutions Pvt. Ltd. determines that a timely reported outage was attributable to Dividant Business Solutions Pvt. Ltd. then Dividant Business Solutions Pvt. Ltd. will credit Customer I day of Service fees for every 2 hours of downtime Customer experienced, up to a maximum of half of that month's Service fees. This shall be Customer's sole remedy, and Dividant Business Solutions Pvt. Ltd.'s sole liability, for Dividant Business Solutions Pvt. Ltd.'s failure to provide the guaranteed availability set forth in this Section.(b) Disclaimer of Warranties. Except for the limited service level Commitments set forth in section 9(a), Dividant Business Solutions Pvt. Ltd. hereby disclaims any, representations or warranties of any kind, express or implied, with respect to the system, the services provided or the availability, functionality, performance or results of use of the system. Without limiting the foregoing, except as specifically set forth in the limited service level commitments in section 9(a), Dividant Business Solutions Pvt. Ltd. disclaims any warranty that the system, the services provided by Dividant Business Solutions Pvt. Ltd. or the operation of the system are or will be accurate, error free or uninterrupted. Dividant Business Solutions Pvt. Ltd. makes no, and hereby disclaims any, implied warranties, including without limitation, any implied warranty of non-infringement, merchantability, of fitness for any particular purpose or arising by usage of trade, course of dealing or course of performance.
(c)Disclaimer of Consequential Damages. Dividant Business Solutions Pvt. Ltd. has no liability with respect to the system, services, or its other obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages (including without limitation loss of profits and the cost of cover) even if Dividant Business Solutions Pvt. Ltd. has been advised of the possibility of such damages.
(d)Limitations of Remedies and Liability. Dividant Business Solutions Pvt. Ltd.'s total aggregate liability to Customer for any reason and upon any cause of action including without limitation, breach of contract, negligence, strict liability, misrepresentations, and other torts, is limited to (l) in the case of Customer on a monthly payment plan, all fees paid to Dividant Business Solutions Pvt. Ltd. by the Customer in respect of user licenses for the system during the three months immediately preceding the events giving rise to the liability; (2) in the case of Customer on an annual payment plan, all fees paid to Dividant Business Solutions Pvt. Ltd. by the Customer in respect of user licenses for the system during the twelve months immediately preceding the events giving rise to the liability; or (3) in the case of Customer using only a free edition of the system, one hundred Indian Rupees (Rs.100.00) only.
10. General:
(a)Notices. Notices regarding this Agreement to Dividant Business Solutions Pvt. Ltd. shall be in writing and sent by first class mail or overnight courier at the address provided at that time on Dividant Business Solutions Pvt. Ltd.'s website. Dividant Business Solutions Pvt. Ltd. may give notice by means of posting notice on the System, by electronic mail to Customer's email address on record with Dividant Business Solutions Pvt. Ltd. or by written communication sent by first class mail or overnight courier to Customer's address on record in Dividant Business Solutions Pvt. Ltd.'s account information. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after either sending by email or posting on the System.(b)Promotional Materials. Either party may include statements, and may use the other party's name and logos, in its website, commercial advertisements and promotional materials for the sole purpose of indicating that Customer is a user of the System.
(c)Force Majeure. "Force Majeure Event" means any act or event that (a) prevents a party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other party's (the "Performing Party") obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party's obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
(d)Assignment. Dividant Business Solutions Pvt. Ltd. may assign any of its rights or obligations under this Agreement at any time; provided, however, that Dividant Business Solutions Pvt. Ltd. shall not assign the rights granted to Customer Data in Section 2(d) except in connection with the sale (whether by merger, asset sale, equity sale or otherwise) of (i) Dividant Business Solutions Pvt. Ltd. (ii) the System or (iii) a portion of Dividant Business Solutions Pvt. Ltd. or the System that would reasonably require the acquirer of said portion to be assigned such rights to the Customer Data. Customer shall not assign any of its rights under this Agreement, except with the prior written approval of Dividant Business Solutions Pvt. Ltd. which shall not be unreasonably withheld. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Dividant Business Solutions Pvt. Ltd.'s form of Agreement agreeing to be bound all of the terms and conditions of this Agreement. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.
(e)Governing Law; Venue. The laws of the State of Telangana, India (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Hyderabad, Telangana, India, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court sitting in Hyderabad, India; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(f)Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.
(g)Entire Agreement. This Agreement constitutes the final Agreement between the parties. It is the complete and exclusive expression of the parties' Agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or Agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement. (h) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
(i) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections l , 2(b), 5(c), 6, 7, 8, and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
11. Privacy Policy:
We und erstand that it is a big responsibility to trust us with your privacy, and we work hard to protect your information. KARYA respects your privacy and safeguards your data to stay secure. KARYA provides tools to help individuals and organizations communicate business operations more effectively. We use a single Privacy Policy that addresses our treatment of personally identifiable information ("Personal Information") when you use any of our Services, including through your mobile device, KARYA's desktop applications, browser and/or extensions, or your desk phone. When you use our services, you'll share some information with us. So we want to be upfront about the information we collect, how we use it, whom we share it with, and the controls we give you to access, update, and delete your data. That's why we've written this Privacy Policy. And it's why we've tried to write it in a way that's blissfully free of the legalese that often clouds these documents. Remember that your use of KARYA's Services is also subject to the Terms of Service Agreement incorporating this Privacy Policy.(a)What Personal Information does KARYA collect?
Information You Provide to Us. In general, you can visit our website without providing us with any personal information. However, there are instances where we must have your personal information for us to grant you access to our protected and secured sites. When you interact with our services, we collect information that you provide to us. For example, our services require you to set up an account, so we need to collect a few essential details about you, such as your name, business name, username, password, email address, phone number, and date of birth. We may also ask you to provide us with some additional information that will be publicly visible on our services, such as a profile picture and payment information. If you provide your third-party account credentials to us or sign in to the Services through a third party site or service, such as Google or LinkedIn or Facebook or any others, some information from those accounts ("Third Party Account Information") may be transmitted into your account with us if you authorize such transmissions. That Third Party Account Information transmitted to our Services is covered by this Privacy Policy. When you contact customer support or communicate with us in any other way, we'll collect whatever information you volunteer or that we need to resolve your question or that we may need to identify you.When you interact with our Services, we automatically receive and record information that we then use to provide the Services.
(b)Device and Session Information. Information captured in our web logs such as device information (e.g. device brand and model, screen dimensions), unique identification numbers (e.g. IP address and device ID), browser information (e.g. URL, browser type, pages visited, date/time of access), website traffic and pages viewed, geo-location and other device-specific information, Internet connection information; Behavioral information (such as information on the behavior or presumed interests of individuals which are linked to those individuals and may be used to create a user profile); and Information captured by our cookies.
We use this information to: Personalizing the experience of our website; Administering our website and developing our products and services; Performing statistical and trend analysis to improve the user experience and performance of our website; Facilitate your access to and use of our Site; and Resolving disputes and troubleshooting problems.
(c)How does KARYA use this Personal Information?
•Provide you with products and services that we relentlessly improve.
•Improve the performance and user experience of our websites.
•develop, operate, improve, deliver, maintain, and protect our products and services.
•send you communications, including by email. For example, we may use email to respond to support inquiries or to share information about our products, services, and promotional offers that we think may interest you.
•to facilitate transactions and process payments
•Personal information you provide online, including cookies, actions, or clicks from hyperlinks and subscriptions, may be used to customize future communications.
•enhance the safety and security of our products and services.
•verify your identity and prevent fraud or other unauthorized or illegal activity.
•use information we've collected from cookies and other technology to enhance our services and your experience with them.
•enforce our Terms of Service and other usage policies and comply with legal requirements.
(d)What Personal Information does KARYA share with third parties and why? We do not license or sell your Personal Information to third parties, including advertisers, without your consent. As described below, when we share any information about you with third parties, we pseudonymize and aggregate any information about you before we share it unless more detail is necessary to the function of the Services.
•When we have your consent or authorization to do so
•To third parties who work on our behalf to help us administer our Site, or to service or maintain business contact databases and other IT systems, such as suppliers of the IT systems which we use to process personal information, or who provide other technical services, such as printing
•To third parties providing services to us who have a need to access your information, such as our professional advisors (auditors and lawyers)
•To comply with applicable laws, protect rights, safety and property, and respond to lawful requests from public authorities (such as disclosing data in appropriate situations for national security or law enforcement purposes)
•If we sell, purchase or transfer any part or all of our business or assets (including in bankruptcy), or in the event of another corporate change, in which case we may disclose your Information to the prospective seller, buyer or administrator of such business or assets including for pre-transaction review under suitable terms as to confidentiality
•If we are reorganised or sold, information may be transferred to a buyer who can continue to provide services to you
•If we are defending a legal claim, our property, our website or other users, Information may be transferred as required in connection with defending such claim.
•If there is an emergency which requires us to share your data or for the health and safety of our Site's users or the general public.
(e)Activity Tracking Module. Users may choose to save Customer's and Customer's Users desktop activity, including screenshots, websites visited, and applications opened. If the Customer decides to keep the screen images in KARYA, the data will only be available for retrieval for 60 days from the current date. KARYA will never store actual keystrokes.
(f)Cookies Policy
KARYA may gather non-personal information about meeting id, name and username. Cookies will help us show you meeting history and attendee information. KARYA may use certain third-party services that help understand traffic on website.
(g)How is Personal Information about me secured?
Your account is protected by a password by default and you may enforce password for your users. Your Personal Information is encrypted in transit and in storage using industry standard encryption. If you access your account via a third party site or service, you may have additional or different sign-on protections via that third party site or service. You must prevent unauthorized access to your account and Personal Information by selecting and protecting your password and/or other sign-on mechanism appropriately and limiting access to your computer or device and browser by signing off after you have finished accessing your account. We endeavor to protect the privacy of your account and other Personal Information we hold in our records, but unfortunately, we cannot guarantee complete security.
(h)Retention of Personal Information
KARYA retains/stores your personal information for as long as your account is active or as needed to provide you with services or to fulfil our contractual obligations; as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements; and for as long as necessary for the purposes for which we collected such personal information. After all such issues are cleared we will delete and/or anonymize information related to your account so that no personal information is retained by KARYA or its contractors, unless otherwise required by law.