The following Agreement captures the terms and conditions of use ("Agreement"), applicable to Your use of www.medlegal.legatoapp.com, Mobile Application(s) of whatsoever name and other software/ application (“Website’) which promotes business between User(S) and the Company globally. It is an Agreement between You as the user of the Website and Sumcicle Technologies Private Limited or its associates and sister concerns ("the Company"). The expressions “You” “Your” or “User(s)” or “Customer(s)”“or “Doctor(s)” refers to any person or entitythat accesses or uses the Websitefor searching/ downloadingthe various Cloud-based Products / Tools/ other services (“Cloud Products”) available on the Website or for any other purpose.
By accessing or using or downloading any Cloud Product(s) from Our Website or using the Website in any manner for any purpose, You undertake and agree that You have fully read, understood and accepted the terms of this Agreement.
If You do not agree to or do not wish to be bound by the Agreement, You may not access orotherwise use the Website in any manner.
1. WHAT THIS AGREEMENTCOVERS:
- 1.2. Product-Specific Terms: Some Cloud Products may be subject to additional terms specific to that product as outlined in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, You also agree to the Product-Specific Terms, which may be defined by the Company on a timely basis.
2. ADMINISTRATION OF CLOUD PRODUCTS:
- 2.1. Administrators: Through the Cloud Products, You may be able to specify certain Users as Administrators, who will have important rights and controls over Your use of Cloud Products and User Accounts. This may include making Orders for Cloud Products or enabling Apps (which may incur fees); creating, de-provisioning, monitoring or modifying User Accounts, and setting User usage permissions; and managing access to Your Data by Users or others. Administrators may also take over the management of accounts previously registered using an email address belonging to Your domain. Without limiting Section2.2 (Responsibility for End Users) of this Agreement, which fully applies to Administrator, You are responsible for whom You allow to become the Administrator and any actions they take, including as described above. You agree that Our responsibilities do not extend to the internal management or administration of the Cloud Products for You.
- 2.2. Responsibility for End Users: You are responsible for understanding the settings and controls for each Cloud ProductsYou use and for controlling whom You allow to become a User/ Administrator. You are responsible for compliance with this Agreement, payment obligations and Orders that You may place.
- 2.3. Credentials: You are required to keep all User IDs and passwords for the Cloud Products strictly confidential and,You should not share such information with any unauthorized person. You undertake to us that You are responsible to keep Your password confidential and will inform us in the event that You become aware that it is no longer confidential and is being used by an unauthorized person or in breach of this Agreement. You will not do anything which would assist anyone who is not a registered user to gain access to any part of the Web Site. If, for any reason, we believe that You have not complied with any of these terms and conditions, we may, at Our discretion, cancel Your access to Our Website immediately and without giving You any advance notice and terminate the Agreement.
- 2.4. Age Requirement for End Users: User(s) represent and warrant that they have the right to avail or use the services provided by the Company, including but limited to the Cloud Products ("Company’s Services"). The Company’s Services can only be availed by those individuals or business entities, including sole proprietorship firms, companies and partnerships, which are authorized under applicable law to form legally binding agreements. Natural persons below 18 years of age and business entities or organizations that are not authorized by law to operate in India or other countries are not authorized to avail or use the Company’s Services.
- 2.5. Domain Name Ownership: Where You are required to specify a domain for the operation of a Cloud Products or certain Cloud Products features, we may verify that You own or control that domain. If You do not own or control the domain You specify, then we will have no obligation to provide You with the Cloud Products or Cloud Products features.
3. USER(S) AGREEMENT:
- 3.1. This Agreement applies to any person who accesses or uses the Website for any purpose. It also applies to any legal entity which may be represented by any person who accesses or uses the Website, under actual or apparent authority. User(s) may use this Website solely for their commercial/business purposes.
- 3.2. This Agreement applies to all Cloud Products offered on the Website by the Company, collectively with any additional terms and conditions that may be applicable in respect of any specific service used or accessed by User(s) on the Website. In the event of any conflict or inconsistency between any provision of this Agreement and any additional terms and conditions applicable in respect of any service offered on the Website, such additional terms and conditions applicable in respect of that service shall prevail over this Agreement.
4. AMENDMENT TO USER(S) AGREEMENT:
- 4.1. The Company reserves the right to change, modify, amend, or update the Agreement from time to time and such amended provisions of the Agreement shall be effective immediately upon being posted on the Website. If You do not agree to such provisions, You must stop using the service with immediate effect. Your continued use of the service will be deemed to signify Your acceptance of the amended provisions of the Agreement.
5. CLOUD PRODUCT(S), SUBSCRIPTIONS& RESTRICTIONS:
- 5.1. Access to Cloud Products: You may access and use the Cloud Products for Your business purposes or personal use, as applicable, in accordance with this Agreement, the applicable Order and the Documentation. This includes the right, as part of Your authorized use of the Cloud Products and to download and use the software associated with the Cloud Products. The rights granted to You in this Section are non-exclusive, non-sub licensable and non-transferable.
- 5.2. Restrictions: Except as otherwise expressly permitted in this Agreement, You will not: (a) reproduce, modify, adapt or create derivative works of the Cloud Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Cloud Products to a third-party; (c) use the Cloud Products for the benefit of any third-party; (d) incorporate any Cloud Products into a product or service You provide to a third-party; (e) interfere with or otherwise circumvent mechanisms in the Cloud Products intended to limit Your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Cloud Products, except to the extent expressly permitted by applicable law (Along with an advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Cloud Product; (h) use the Cloud Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Cloud Products; or (j) encourage or assist any third-party to do any of the foregoing.
6. SECURITY AND DATA PRIVACY POLICIES:
- 6.1. Security: We implement security procedures designed to protect Your Data from security attacks.
- 6.3. Improving Cloud Product: We are always striving to improve Cloud Products. In order to do so, we use analytics techniques to understand better how Our Cloud Products are being used.
7. TERMS THAT APPLY TO YOUR DATA:
- 7.1. Data use towards Cloud Products: You retain all right, title and interest in and to Your Data in the form submitted to the Cloud Products, subject to this Agreement, and solely to the extent of providing You with the Cloud Products. You grant us a worldwide, limited-term license to access, use, process, copy, distribute, perform, export, and display Your Data solely to the extent that reformatting Your Data for display in a Cloud Products constitutes a modification or derivative work. The foregoing license also includes the right to make modifications and derivative works. We may also access Your accounts and Your Cloud Products with Your permission to respond to Your support requests.
- 7.2. Your Data Compliance Obligations: You and Your use of Cloud Products must comply with, at all times the Terms and conditions of all applicable Laws for the time being in force. You represent and warrant that: (i) You have obtained all necessary rights, releases and permissions to submit all Your Data to the Cloud Products and to grant the rights granted to us in this Agreementand (ii) Your Data and its submission and use as You authorize in this Agreementwill not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of Your or third-party policies or terms governing Your Data, other than Our express obligations under Section 6 (Security and data privacy policies) of this Agreement, we assume no responsibility or liability for Your Data, and You are solely responsible for Your Data and the consequences of submitting and using it with the Cloud Products.
- 7.3. No Sensitive Data: You will not submit to the Cloud Products (or use the Cloud Products to collect) any Sensitive Data. You also acknowledge that we are not acting as Your Business Associate or subcontractor.We have no liability under this Agreementfor Your Sensitive Data.
- 7.4. Your Indemnity: To the maximum extent permitted by law, the User does hereby indemnify, defend and agree to hold the Company (and Our Affiliates, officers, directors, agents and employees) wholly harmless from and against any loss, expense or damage (including, without limitation, attorneys’ fees and costs) suffered by the Company resulting from any claim arising from or related to Your breach of any terms and conditions of this Agreement or any claims or disputes brought by You arising out of Your use of Cloud Products. This indemnification obligation is subject to You receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for You to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at Your expense.
- 7.5. Removals and Suspension: We have no obligation to monitor any content uploaded to the Cloud Products. Nonetheless, if we deem such action necessary based on Your violation of this Agreement, including Our Policies, or in response to takedown requests that we receive, we may (1) remove Your Data from the Cloud Products or, (2) suspend Your access to the Cloud Products. We will use reasonable efforts to provide You with advance notice of removals and suspensions when practicable, but if we determine that Your actions endanger the operation of the Cloud Products or other users, we may suspend Your access or remove Your Data immediately without notice. We have no liability to You for removing or deleting Your Data from or suspending your access to any Cloud Products.
8. USING THIRD-PARTY PRODUCTS WITH CLOUD PRODUCTS:
- 8.1. Third-Party Products: You may choose to use or procure other third-party products or services in connection with the Cloud Products, including Third-Party Appsor implementation, customization, training or other services. Your receipt or use of any third-party products or services (and the third parties’ use of any of Your Data) is subject to a separate Agreement between You and the third-party provider. If You enable or use third-party products or services with the Cloud Products(including Third-Party Apps as referenced in Section 8.2 below, we will allow the third-party providers to access or use Your Data as required for the interoperation of their products and services with the Cloud Products. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of Your Data is subject to the applicable Agreement between You and such third party provider. We are not responsible for any access to or use of Your Data by third-party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for Your decision to permit any third-party provider or third-party product or service to use Your Data. It is Your responsibility to carefully review the Agreement between You and the third-party provider, as provided by the applicable third-party provider. We disclaim all liability and responsibility for any third-partyproducts or services (whether support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.
- 8.2. Listing of Apps: the Company may list a variety of Apps that may be used with Cloud Products, including both Company Apps and Third-party Apps. Company’s Apps for Cloud Products are considered “Cloud Products” under thisAgreement.Third-party Apps are not Cloud Products and remain subject to their applicable Vendor Terms. We may enable interoperation of the Cloud Products with Third-party Apps as outlined in Section 8.1 of this Agreement.
9. ADDITIONAL SERVICES:
- 9.1. Additional Services: Subject to this Agreement, You may purchase Additional Services that we will provide to You pursuant to the applicable Order (“Purchase order made by Users”). Additional Services may be subject to additional policies and terms as specified by us, on a timely basis.
- 9.2. Our Deliverables: We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to You only in connection with the Cloud Products, subject to the same usage rights and restrictions for the Cloud Products. For clarity, Our Deliverables are not considered Cloud Products, and any Cloud Products are not considered to be Our Deliverables.
- 9.3. Reasonable Access: You agree to provide us with reasonable access to Yourbasic information as reasonably necessary for Our provision of Additional Services. If You do not provide us with timely access to Yourinformation, Our performance of Additional Services will be excused until You do so. You retain Your rights in Yourinformation, subject to Our ownership of any Cloud Products, any of Our Deliverables or any of Our Technology underlying Your information. We will use Yourinformation solely for the purpose of performing the Additional Services. You represent and warrant that You have all necessary rights in Yourinformation to provide them to us for such purposes.
10. BILLING, RENEWALS, AND PAYMENT:
- 10.1. Monthly and Annual Plans: Except for No-Charge Products, all Cloud Products are offered either on a monthly subscription basis or an annual subscription basis.
- 10.2. Renewals: Except as otherwise specified in Your Order, unless either party cancels Your subscription prior to the expiration of the current Subscription Term (period), Your subscription will automatically renew for another Subscription Term equal to Your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Cloud Products or contacting Our support team. Cancelling Your subscription means that You will not be charged for the next billing cycle, but You will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Cloud Product continuing to be offered and will be charged at the current applicable rates which may be subject to change without any prior notice to You.
- 10.3. Adding Users: You may add users, increase storage limits, or otherwise increase Your use of Cloud Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge You for any increased use at Our then-current rates, prorated for the remainder of the then-current Subscription Term.
- 10.4. Payment: You will pay all fees ofeach Order, by the specified due date and in the currency specified in the Order. If a Purchase Order (PO) number is required for an invoice to be paid, then You must provide the same.You agree that we may bill Your credit card or another payment method for renewals, additional users, and overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
- 10.5. Delivery: We will deliver the login instructions for Cloud Products to Your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing Your account to determine that we have received payment and that Your Order has been processed. All deliveries under this Agreementwill be electronic.
- 10.6. Our return policy: As part of Our commitment to customer satisfaction and without limiting the Performance Warranty as perSection 18 (Warranties and Disclaimer) of this Agreement, You may terminate Your initial Order of a Cloud Product, for no reason or any reason, by providing notice of termination to us no later than 5 (Five) days before the delivery of order or after the receipt of the Cloud Product, whichever is later. In the event You terminate any of Your Orders under this Section, at Your request (Made to us, via Your account), we will refund You the amount paid under such Order. This termination and refund right applies only if You exercise Your termination right within the period specified above. You understand that we may change this practice in the future in accordance with Section 22 (Changes to this Agreement) of this Agreement.
- 11.1. Your fees under this Agreementare inclusive of all taxes or duties payable in respect of the Cloud Products received. Notwithstanding the foregoing, if You have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, You may provide us with such exemption information, and we will use reasonable efforts to provide You with invoicing documents designed to enable You to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.
- 11.2. Withholding Taxes: You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide You with reasonable documentary proof. You will provide us with reasonable evidence that You have paid the relevant authority for the sum withheld or deducted.
12. CONTINGENCIES ON THE CLOUDPRODUCTS:
- 12.1. You acknowledge that the Cloud Products and Additional Services referenced in an Orderare being purchased separately from any of Our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of Our other products (and for clarity, any purchases of Cloud Products and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that Your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Cloud Products beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.
13. EVALUATIONS, TRIALS, AND BETAS:
- 13.1. We may offer certain Cloud Products (including some Company Apps) to You at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the terms and conditions of this Agreementgoverning Cloud Products, including Section 5 (Restrictions) of this Agreement, fully apply to No-Charge Products. We may modify or terminate Your right to use No-Charge Products at any time and for any reason in Our sole discretion, without liability to You. You understand that any pre-release and beta Cloud Products, and any pre-release and beta features within generally available Cloud Products, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Cloud Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee to allow You to access Beta Versions, but the Beta Versions will remain subject to this Section. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes Our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations.
14. INTELLECTUAL PROPERTY (IP) RIGHTS AND FEEDBACK:
14.1. Cloud Products are made available on a limited access basis, and no ownership right is conveyed to You, irrespective of the use of terms such as “purchase” or “sale”. We and Our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including the Cloud Products).
For the purpose of this Agreement, "material" means any material published on the Website including, without limitation, all text, images and graphics of any nature whatsoever, regardless of whether the copyright and or any other intellectual property rights in the material vest in us.You may download and print extracts from the material and make copies of these for Your own personal use only. Any other use of Our material is prohibited. You must not reproduce any part of the Website or transmit/store it in any other Website or disseminate any part of the material in any other form, unless we have expressly indicated that You may do so.
From time to time, You may choose to submit feedback to us. We may in connection with any of Our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered Your Confidential Information, and nothing in this Agreementlimits Our right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.
- 15.1. Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, software, applications, data, APIs, technology, business secrets and business, technical, financial and other including personal) informationdisclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our technology and any performance information relating to the Cloud Products will be deemed Our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by them with the terms of this Section. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third-party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
16. URL'S/SUB-DOMAIN&LINKS TO THIRD-PARTY SITES:
- 16.1. URL’s/ Sub-domain names assigned by the Company to User(s) (including both paid and free User(s)) are the exclusive property of the Company, and it cannot be assumed to be permanent in any case. The Companyreserves the right, without prior notice, at any point of time, to suspend or terminate or restrict access to or edit any URL's/Sub-domain names. In all such cases, the Companyshall not be liable to any party for any direct, indirect, special or other consequential damages, including, without limitation, any lost profits, business interruption or otherwise.
- 16.2. The Company may allow User(s) access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to the websites offered by such third parties ("Third-party Websites"). The Companyadvises its User(s) to read the terms and conditions of use and/or privacy policies applicable in respect of such Third-party Websites prior to using or accessing such Third-party Websites. Users acknowledge and agree that the Company has no control over any content offered on Third-partywebsites, does not monitor such Third-partywebsites, and shall in no manner be deemed to be liable or responsible to any person for such Third-party Sites, or any content, products or services made available thereof.
- 16.3. Links to third-party sites shall be provided on Website for the convenience to the User(s). User(s) acknowledge and agree that the Company does not have any control over the content of such Websites and/ or any information, resources or materials provided therein.
- 17.1. Some of the features & apps on the Cloud Products are made available to User(s) free of charge. However, the Company reserves the right to terminate access to certain areas or features of the Cloud Products (to paying or registered User(s)) at any time without assigning any reason and with or without notice to such User(s). The Company also reserves the universal right to deny access to particular User(s) to any or all of its services or content without any prior notice or explanation to protect the interests of the Company and/ or other User(s) of the Cloud Products. The Company further reserves the right to limit, deny or create different access to the Cloud Products and its features concerning different User(s), or to change any or all of the features of the Cloud Products or introduce new features without any prior notice to User(s).
- 17.2. The Company reserves the right to terminate the membership/subscription of any User(s) temporarily or permanently for any of the following reasons:
- 17.2.1. If any false information in connection with their account registered with the Company is provided by such User(s), or if such User(s) are engaged in fraudulent or illegal activities/transactions.
- 17.2.2. If such User(s) breaches any provisions of the Agreement.
- 17.2.3. If such User(s) utilizes the Website to send spam messages or repeatedly publish the same product information.
- 17.2.4. If such User(s) impersonates or unlawfully uses another person’s or business entity’s name to post information or conduct business in any manner.
- 17.2.5. If such User(s) is involved in unauthorized access, use, modification, or control of the Website database, network or related services.
- 17.2.6. If such User(s) obtains by any means another registered User(s) Username and/or Password Or any Users(s) activity that may not be in accordance with the ethics and honest business practices.
- 17.3. If the Company terminates the membership of any registered User(s) including those User(s) who have subscribed for the paid services, such person will not have the right to re-enroll or join the Website under a new account or name unless invited to do so in writing by the Company. In any case of termination, no subscription/membership fee/charges paid by the User(s) will be refunded. User(s) acknowledge that inability to use the Website wholly or partially for whatever reason may hurt their business.
We will try to make Our Website available but cannot guarantee that it will operate continuously or without interruptions (such as disruption of services, force majeure, limited access, changes to or termination of any features on the Website) or be error free and hence, can accept no liability against the Users or any third-parties for its unavailability or any damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Website or any of its features.
You must not attempt to interfere with the proper working of Our Website and, in particular, You must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device.
- 17.4. Termination for Convenience: You may choose to stop using the Cloud Products and terminate this Agreementat any time for any reason upon advance intimation to us, but, unless You are exercising Your right to terminate early pursuant to Section 10.6 (Our return policy) of this Agreement, upon any such termination (i) You will not be entitled to a refund of any pre-paid fees and (ii) if You have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
- 17.5. Effects of Termination: Upon any expiration or termination of this Agreement, You must cease using all Cloud Products and delete (or at Our request, return) all Confidential Information or other materials of Ours in Your possession, including on any third-party systems operated on Your behalf. You will certify such deletion upon Our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of this Agreement (or its applicable Subscription Term), so You should make sure to export Your Data using the functionality of the Cloud Products during the applicable Subscription Term. If You terminate this Agreement, we will refund You any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate this Agreement, You will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve You of Your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
- 17.6. Survival: The following provisions will survive any termination or expiration of this Agreement: Sections 5.2 (Restrictions), 7.4 (Your Indemnity), 8.1 (Third-Party Products), 10.4 (Payment), 11 (Taxes not included), 13 (Evaluations, Trials, and Betas), 14 (IP Rights and Feedback), 15 (Confidentiality), 17 (Termination), 18.4 (Warranty Disclaimer), 19 (Limitations of Liability), 20 (Dispute Resolution) and 24 (Miscellaneous).
18. WARRANTIES AND DISCLAIMER:
- 18.1. Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
- 18.2. Our Warranties: We warrant, for Your benefit only, that we use commercially reasonable efforts to prevent the introduction of viruses, Trojan horses or similar harmful materials into the Cloud Products (but we are not responsible for harmful materials submitted by You or End Users) (the “Performance Warranty”).
- 18.3. Warranty Remedy: We will use commercially reasonable efforts, at no charge to You, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, You will receive a refund of any fees You have pre-paid for the use of the Cloud Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless You make a claim within 30 (Thirty) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to No-Charge Products. Our sole liability, and Your sole and exclusive remedy, for any breach of the Performance Warranty, isoutlined in this Section.
- 18.4. Warranty Disclaimer: except as expressly provided in this Section, all cloud products, support and additional services are provided “as is,” and Our suppliers and we expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory without limiting Our express obligations in this Agreement, we do not warrant that Your use of the Cloud Products will be uninterrupted or error-free, that we will review Your data for accuracy or that we will preserve or maintain Your data without loss. You understand that use of the Cloud Products necessarily involves the transmission of Your data over networks that we do not own, operate or control, and we are not responsible for any of Your data lost, altered, intercepted or stored across such networks. We cannot guarantee that Our security procedures will be error-free, that transmissions of Your data will always be secure or that unauthorized third parties will never be able to defeat Our security measures or those of Our third-party service providers. We will not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications or other systems outside Our reasonable control. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
19. LIMITATION OF LIABILITY:
- 19.1. Consequential Damages Waiver: Except for excluded claims (as defined below), neither party (nor its suppliers) will have any liability arising out of or related to this Agreementfor any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
- 19.2. Liability Cap: Except for excluded claims, each party’s and its suppliers’ aggregate liability to the others arising out of or related to this Agreementwill not exceed the amount paid or payable by You to us under this Agreementin the 12 (Twelve) months immediately preceding the claim.
- 19.3. Excluded Claims: means (1) amounts owed by You under any Orders, (2) either party’s express indemnification obligations underthis Agreement and (3) Your breach of Section 5.2 (Restrictions) of this Agreement or others as may be defined by the Company on a timely manner.
- 19.4. Nature of Claims and Failure of Essential Purpose: The Parties agree that the waivers and limitations specified in this Section apply regardless of the form of action, whether, in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreementis found to have failed of its essential purpose.
20. DISPUTE RESOLUTION:
- 20.1. User(s) agree that this Agreement and any contractual obligation between the Company and the user /will be governed by the laws of India.
- 20.2. Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, or Your use of the Website or the Services or information to which it gives access, shall be determined by arbitration in India, before a sole arbitrator appointed by the Company. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat of such arbitration shall be Mumbai. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the parties to the dispute.
- 20.3. Subject to the above Section 20.2 of this Agreement, the courts at Mumbai shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement, Your use of the Website or the Services or the information to which it gives access.
- 21.1. All notices or demands to or upon the Company shall be effective if in writing and shall be deemed to be duly made when sent to the Company to Sumcircle Technologies Private Limited, 1st Floor, D. N. Mahajan & Brothers, Building No. 1, Mahajan Silk Mill Compound, Behind Union Bank, LBS Marg, Vikhroli (W), Mumbai - 400 079, Maharashtra.
- 21.2. All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User(s) on the Website, or by posting such notice or demand on an area of the Website that is publicly accessible without a charge.
- 21.3. Notice to a User(s) shall be deemed to be received by such User(s) if and when Website is able to demonstrate that communication, whether in physical or electronic form, has beensent to such User(s), or immediately upon Website’s posting such notice on an area of the Website that is publicly accessible without charge.
22. CHANGES TO THIS AGREEMENT:
- 22.1. We may modify the terms and conditions of this Agreement (including Our Policies) from time to time, with notice to You in accordance with Section 21 (Notices) of this Agreementor by posting the modified Terms on Our Website. Together with notice, we will specify the effective date of the modifications.
- 22.2. Paid Subscriptions: Except as otherwise indicated below, modifications to this Agreementwill take effect at the next renewal of Your Subscription Term and will automatically apply as of the renewal date unless You elect not to renew pursuant to Section 10.2 (Renewals)of this Agreement. Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during Your then-current Subscription Term. If the effective date of such modifications is during Your then-current Subscription Term, and You object to the modifications, then (as your exclusive remedy) You may terminate Your affected Orders upon notice to us, and we will refund You any fees You have pre-paid for the use of the affected Cloud Products for the terminated portion of the applicable Subscription Term. To exercise this right, You must provide us with notice of Your objection and termination within 30 (Thirty) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of this Agreementin effect at the time of the Order.
- 22.3. Our Policies: We may modify Our Policies to take effect during Your then-current Subscription Term to respond to changes in Our products, Our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish Our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
23. CHANGES TO THE CLOUD PRODUCTS:
- 3.1. You acknowledge that the Cloud Products are on-line, subscription-based products and that to provide improved customer experience we may make changes to the Cloud Products, and we may update the applicable Documentation accordingly. Subject to our obligation to provide Cloud Products and Additional Services under existing Orders, we can discontinue any Cloud Products, any Additional Services, or any portion or feature of any Cloud Products for any reason at any time without liability to You.
- 24.1. Headings for any Section of the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
- 24.3. The Company shall have the right to assign its obligations and duties in this Agreement and any other Agreement relating the Company’s Services to any person or entity.
- 24.4. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out, and the remaining provisions of the Agreement shall be enforced.
- 24.5. All calls to the Company are completely confidential. However, Your call may be recorded to ensure the quality of service. Further, for training purpose and to ensure excellent customer service, calls from the Company may be monitored and recorded.
24.6. If a User(s) has any questions concerning the Company, the Website, this Agreement, the Services, or anything related to any of the foregoing, the Company’s customer support can be reached at the following email address: email@example.com or via the contact information available from the following hyperlink: www.medlegato.legatoapp.com.
In accordance with the Information Technology Act, 2000, and the rules made thereunder, if You have any grievance with respect to the Website or the service, including any discrepancies and grievances with respect to the processing of information, You can contact Our Grievance Officer, as mentioned above in Section 24.6 of this Agreement.
- 24.7. The unenforceability or invalidity of any clause in this Agreement shall not have an impact on the enforceability or validity of any other clause. Any unenforceable or invalid clause shall be regarded as removed from this Agreement to the extent of its unenforceability and invalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.
- 24.9. The information on the Website is not intended to address Your particular requirements. No tax, legal or investment advice of any kind (including advice and opinions with respect to the nature, potential value or suitability of any particular securities transactions, financial products or investment strategy) is being provided a to the user. Any decisions made by the user will be based solely on their own evaluation and not on the basis of any information given on the Website.