Terms of Service
END USER LICENSE AGREEMENT
BY CLICKING ON THE “I AGREE” (OR SIMILAR BUTTON) FOR ACCESSING OR USING THE PLATFORM (AS DEFINED BELOW) AND THE SUBSCRIPTION (AS DEFINED BELOW), YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT USE OR ACCESS THE PLATFORM.
This End User License Agreement (the “Agreement”) is a binding contract between you the Permitted User of this Platform and RUBISCAPE PRIVATE LIMITED, a company incorporated under the laws of India with its place of business at Level 4, Shankar Smruti, ITI Rd, opposite Kobe Sizlers, Aundh, Pune, Maharashtra 411007 (“Company”, “we” “our” or “us”) in furtherance to the Subscription of the Platform. For sake of brevity, “Subscriber” will include any party for its business use or for provision of any managed services to its customers as per the Main Agreement (defined later). . This Agreement provides and captures important legal information about the Company’s Platform namely “Rubiscape”, and your usage, and access of the Platform as a Permitted User. By accessing and using the Platform and Subscription, you confirm and agree to be bound by the terms of this Agreement.
- “Content” means all data and materials provided and uploaded by Subscriber and its Permitted Users to the Platform for use in connection with the Subscription, from time to time.
- “Documentation” shall mean any accompanying documents, content, data, user guides, online help, release notes, training materials, provided by the Company to the Permitted User along with the Platform that describes or supports the use of the Platform to enable the Permitted Users to use and understand the operations of the Platform including technical documentation, if any.
- “Enhancement(s)” shall mean any modification, update or addition to the Platform that, when made or added to the solution or modules currently being used by Subscriber, provides minor functionality enhancements but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Company to all its customers under Services (as defined below) without any additional costs. Enhancements are generally denoted by minor version level (e.g., v1.1.0 to v1.1.1) changes, as determined by Company.
- “New Version” shall mean any modification, upgrade or addition that, when made or added to Platform, provides major functionality enhancements or changes the overall utility, functional capability, or application. New Versions are generally denoted by major version level (e.g., v1.0 to v1.1 or above) changes, as determined by the Company.
- “Permitted Users” “your” or “you” will mean any employees, officers, directors of Subscriber who are authorized by Subscriber to use the Platform in accordance with the terms of this Agreement.
- “Platform” shall mean the Subscriber’s proprietary automated platform known as ‘[Rubiscape], which contains the tool(s), app(s), solution(s)/ accelerator(s) component(s), add-on(s), file(s), module(s), external(s), content(s), source code, object code, any future enhancement(s), and any customization(s) or modification(s) thereto or thereof which are integrated with the Platform, as described in the Documentation, and provided by the Company to the Subscriber on “as is” basis .
- “Subscription” shall mean a license to use the Platform as a offered by Company to Subscriber for its business use or for provision of any managed services to its customers and any Permitted Users in accordance with the terms of Main Agreement.
- “Main Agreement” will mean Platform As A Service Agreement or Managed Service Provider Agreement entered into between the Subscriber and Company with respect to usage of the Subscription and as amended from time to time.
- “Subscription Term” will mean the term as agreed in the PaaS Agreement during which the Company has availed the Subscription to the Platform.
- “Territory” shall mean India.
- Grant of License to the Platform:
Subject to the terms and conditions herein, the Company grants to the Permitted User during the Subscription Term, a fixed-term, non-exclusive, non-transferable, revocable, non-sublicensable and limited Subscription to use and access the Platform for Subscriber’s internal business use. Nothing herein contained shall be construed as granting to the Subscriber any Intellectual Property Right, in the Platform except as expressly provided for hereunder.
- ACCOUNT MANAGEMENT
As a condition for using the Subscription, the Permitted Users shall be required to register with the Company and select a password and enter his/her email address. The Permitted Users shall provide the Company with accurate, complete, and updated registration information. The Permitted Users understands that failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Permitted User’s account. It is the primary responsibility of the Permitted Users to use the Platform as directed, however, this shall in no manner undermine any authority or rights of the Company. The Permitted User shall be responsible for maintaining the confidentiality of its account. The Company shall not be liable for any loss of data or functionality caused directly or indirectly by the Permitted Users.
The Permitted User shall not, directly or indirectly, i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Platform, or ii) use the Platform in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Platform, or iii) use the Platform for any purpose other than the purpose specified under this Agreement, or iv) allow use of the Platform by anyone other than the Permitted Users, or v) reverse-engineer, modify, amend, reproduce, republish, translate into any language or computer language, re-transmit in any form or by any means, resell or re-distribute the Platform without the prior written consent of Company, or vi) upload, transmit or otherwise make available in connection with the Platform any unsolicited or unauthorized advertising or promotional materials, which by way of illustration but not limitation includes “junk mail,” “spam”, “chain letters” and “pyramid schemes”, or vii) upload, transmit or otherwise make available in connection with the Platform any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or viii) upload, transmit or otherwise make available in connection with the Platform any content that the Permitted User does not have a right to make available under all applicable laws, or contractual or fiduciary relationships (which, by way of illustration but not limitation, includes inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements), or ix) upload, transmit or otherwise make available in connection with the Platform any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, which by way of illustration but not limitation includes viruses, time bombs, trojan horses and other malware; or x) violate (intentionally or unintentionally) any applicable local, state, national or international laws or regulations in connection with the Platform , including but not limited to those related to Intellectual Property Rights, privacy or security. The Permitted User shall have no rights to the Platform other than as specifically granted herein.
- INTELLECTUAL PROPERTY RIGHTS
- Any and all ownership rights to the Platform, Enhancements, Documentation, New Version and branding thereof, including Intellectual Property Rights therein is the sole and exclusive property of the Company. This Agreement does not grant the Permitted User, any rights, title and interest in and to Platform, Enhancements, Documentation, New Version, its contents, and branding thereof, except where expressly and unequivocally licensed herein.
- The Permitted User acknowledges and agrees the Platform will generate – Dashboards, dataflow pipelines (workflow), models (workbook), connections, metadata (design) – (“Deliverables”) with the use of its Content it uploads into the Platform. All Intellectual Property Rights including the ownership rights in all such Deliverables generated shall vest solely with the Subscriber.
- The Subscriber agrees that the Subscriber shall not assert, or authorize or assist, or encourage any third party to assert, against Company any infringement or misappropriation of Intellectual Property Rights related claim regarding the Platform, Enhancements, Documentation and New Version.
- PERMITTED USER CONTENT
The Permitted User shall ensure that the Content does not: (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious or (iii) introduce any software viruses or other harmful or deleterious computer code, files, or programs, such as trojan horses, worms, time bombs, or cancelbots. The Permitted User acknowledges and agrees that the Company uses certain third-party tools for analytical purposes and may use Content and track Permitted User’s usage of the Platform for any purpose including but not limited to research, analytics, and to improve the services. Company takes no responsibility and assumes no liability for any Content that you post or upload on the Platform. You understand and agree that any loss or damage of any kind that occurs to the Content that you send, upload, download, post, transmit, display, or otherwise make available or access through use of the Platform, is solely your responsibility.
- PRIVACY & SECURITY
- Confidential Information” will mean information disclosed by one Party to the other and which includes, without limitation the financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, Platform product and services and any such other information. The Company’s Confidential Information will include the information about the Platform, Enhancements and its New Versions. Confidential Information does not include information which: a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law.
- The receiving Party will keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and will not disclose it to any third parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.
- Upon request by the disclosing Party, the receiving Party will immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information will be and will remain the sole property of the disclosing Party.
- The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.
- The confidentiality obligations stated herein will survive for a period of five (5) years from the date of termination or expiration of this Agreement.
- Further, Permitted User agrees that under no circumstances the Company or its affiliates or subsidiaries will be held responsible or liable for any loss, damage or harm caused due to Permitted User’s data or information obtained from the Platform.
- THIRD PARTY PLATFORM
Third-party platform (if any) used through the Subscription will be subject to separate terms and conditions provided by such third-party platform. The license restrictions contained in this Agreement do not apply to third-party platform to the extent they are inconsistent with such third-party Platform terms. The Company will not be responsible for any third-party platform.
- TERM AND TERMINATION
- This Agreement will commence upon your acceptance of the terms of this Agreement through or your access to the Platform and the Subscription whichever occurs earlier, and unless earlier terminated as provided in this section (Term and Termination), will continue until the earlier occurrence of any of the following events:
- the end of the applicable Subscription Term;
- termination of Permitted User’s account by the Company; or
- this Agreement will immediately terminate upon your breach of the terms of this Agreement.
- Upon the termination of this Agreement, your access to the Platform and the Subscription will immediately cease to exist.
- Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 15 will survive the termination of this Agreement.
Permitted Users agrees to defend, indemnify and hold harmless the Company and, its subsidiaries, agents, managers, affiliated companies, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, and expenses (including but not limited to attorney’s fees) arising from: (a) breach of or violation of applicable laws and regulations, (b) use of the Platform other than as permitted under this Agreement; (c); (d) Permitted User’s use of and access to the Platform or the Subscription, including any data or work transmitted or received by Permitted User; (e) Permitted User’s violation or breach of any term and conditions of this Agreement including but not limited to confidentiality obligations; (f) violation, infringement, breach or misappropriation of third-party right, including without limitation any right to privacy, publicity rights or intellectual property rights; (g) any claims or damages that arise as a result of any of the Permitted User Content submitted by Permitted User or any content that is submitted via Permitted User’s account; or (h) any other party’s access and use of the Platform or Subscription with Permitted User’s unique username, password or other appropriate security code.
- WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY HEREBY DISCLAIMS ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT LOSS OF DATA OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE COMPANY FURTHER DISCLAIMS WARRANTIES THAT THE PLATFORM WILL MEET THE SUBSCRIBER’S OR PERMITTED USER’S REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY BUGS OR ERRORS OR DEFECTS WOULD BE FIXED OR THE PLATFORM WILL OPERATE IN COMBINATION WITH CONTENT OR PLATFORM, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY THE COMPANY. ALL SPECIFICATIONS, DOCUMENTATION, INFORMATION, AND OTHER MATERIALS PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING ANY STATUTORY WARRANTIES THAT MAY APPLY TO SUCH SPECIFICATIONS, DOCUMENTATION, INFORMATION OR MATERIALS. THE PERMITTED USER ACKNOWLEDGES THAT THE COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
- LIMITATION OF LIABILITY
THE COMPANY WILL NOT BE LIABLE (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, (B) FOR ANY DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM. IN THE EVENT THE PERMITTED USER IS NOT SATISFIED WITH ANY TERMS OF THIS AGREEMENT OR THE PLATFORM, THE SOLE REMEDY AVAILABLE TO THE PERMITTED USER WILL BE TO CEASE ACCESSING AND USING THE PLATFORM.
All notices, demands, or consents required or permitted under this Agreement will be in writing. Notice will be considered effective on the earlier of actual receipt or: (i) the day following transmission if sent by facsimile or email with pdf followed by written confirmation; (ii) one day (two days for international addresses) after posting when sent via an express commercial courier; or (iii) five days after posting when sent via post. Notice will be sent to the address for each party set forth on the first page of this Agreement, or at such other address as will be provided by either party to the other in writing.
- GENERAL PROVISIONS
- This Agreement along with other policies referred under this Agreement, constitutes the entire or sole legal agreement between you and Company and will govern the use of the Platform and Subscription and will supersede and prevail over any prior agreements, whether oral or written, regarding the subject matter hereof.
- If any court of law, having the jurisdiction to decide on this matter, rules that any provision contained under this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
- The Company will have a right to assign this Agreement to its affiliates or any third parties at any time without notice to Permitted Users.
- This Agreement will be governed by and construed under laws of India. Unless waived by Company in a particular instance, the sole and exclusive jurisdiction and venue for actions arising under this Agreement will be courts in Pune and each party hereby consents to the jurisdiction of such courts for any such dispute.
- Any waivers and modifications must be in writing and signed by both parties. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity will be considered a waiver of such right or remedy.
- By registering the details with Company, Permitted User agree that we may contact you with important information relating to the Platform or Subscription.
- No agency, partnership, joint venture, or employment is created between you and the Company as a result of this Agreement, and Subscriber does not have any authority of any kind to bind Company in any respect whatsoever.
- Company may update the terms and conditions of this Agreement, at its own discretion. Company hereby encourages Permitted User to check these terms and conditions on a regular basis to be aware of the changes made to it which are also available on (https://www.rubiscape.com/terms-of-service/) for the most recent version.
This Agreement was last modified in 05 September 2022.