General Terms Of Service

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Product and Services (hereinafter the “Product and Service Specific Terms”). The General Terms and Software Product Specific End-user License Agreement Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and End-user License Agreement Terms of a specific Software product, the latter Terms shall prevail.

The Product and Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made by Card Payment or Money-transfer to our Account. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Card last used by you.

We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Card. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized AGARAM to charge the subscription fee to the Credit Card last used by you.

Please click here to know about our Refund Policy.

From time to time, we may change the price of any Product and Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.

We may offer certain Services as closed or open beta services (“Beta Product and Service” or “Beta Services”) for the purpose of testing and evaluation as No-Charge ones. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that AGARAM will not be liable to you or to any third-party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address.

You may terminate your use of the Services by providing AGARAM notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

Only the designated specific individuals for whom you have paid the required Subscription amount and whom you designate officially (“Authorized Users”) may access and use the Products and Services. Authorized Users may be you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new order or, in some cases, directly through Agaram portal. In all cases, you must pay the applicable subscription amount for the increased number of Authorized Users.

You are responsible for compliance with this Agreement by all Authorized Users. All use of Products and Services by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Partners. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Product and Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address.

You agree to:

1. provide true, accurate, current and complete information about yourself as prompted by the signup process; and
2. maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.

If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if AGARAM has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, AGARAM may terminate your user account and refuse current or future use of any or all of the Services.

AGARAM may prescribe usage limits based on the number of subscription/users purchased by you. You must make sure that your usage is within the usage limits prescribed by AGARAM in order to avail uninterrupted service. You understand that AGARAM may restrict an activity if you reach the usage limit corresponding to such activity.

Subject to the terms and conditions of this Agreement, AGARAM grants you a non-exclusive, non-sublicensable and non-transferable license to use the Software during the applicable Subscription Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. The subscription term of Software (“Subscription Term”) will be specified in your Order. Your Subscription Term will end upon any termination of this Agreement, even if no expiration date is specified in your Order. The Software requires a log-in credentials in order to operate, which will be delivered as described in the email from AGARAM.

Unless otherwise specified in your Order, for Software that you purchase, you get one instance of the Software.

The Software may include code and libraries licensed to us by third parties including open-source software.

 9.1 Access to Hosted Services

Subject to the terms and conditions of this Agreement, AGARAM grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If AGARAM offers client software (e.g., a desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time.

9.2       Subscription Terms and Renewals

Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

From time to time, we may change the price of any service or charge for use of services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any service unless you have opted for a paid subscription plan.

9.3       Credentials

You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify AGARAM of any unauthorized use of which you become aware.

9.4       Inactive User Accounts Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 30 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

9.5       Your Data

“Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to AGARAM. Subject to the terms of this Agreement, you hereby grant to AGARAM a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. AGARAM may also access your account or instance in order to respond to your support requests.

9.6       Protection of “Protected Health Information” (PHI)

You agree to alert AGARAM in writing if you will be using the Services to store or process PHI. To the extent that You do use the Services to store or process PHI, then the terms of the AGARAM Business Associate Agreement will apply to any PHI stored or processed by You using the Services and the terms of the AGARAM Business Associate Agreement are incorporated herein by reference. Upon either Your or AGARAM’s request, both parties will execute a signable version of the AGARAM Business Associate Agreement.

9.7       Security

AGARAM implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, 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.

9.8       Storage Limits

There may be storage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Hosted Service. AGARAM reserves the right to charge for additional storage or overage fees. We may impose new, or may modify existing, storage limits for the Hosted Services at any time at our discretion, with or without notice to you.

9.9       Responsibility for Your Data

You must ensure that your use of Hosted Services and all Your Data is at all times compliant with our Acceptable Use Policy and all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:

(i)         you have obtained all necessary rights, releases and permissions to provide all Your Data to AGARAM and to grant the rights granted to AGARAM in this Agreement and

(ii)        Your Data and its transfer to and use by AGARAM as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section ‘Security’ AGARAM assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

9.10     Indemnity for Your Data

You will defend, indemnify and hold harmless AGARAM from and against any loss, cost, liability or damage, including attorneys’ fees, for which AGARAM becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving

(i)         prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice);

(ii)        the exclusive right to control and direct the investigation, defense, or settlement of such claim; and

(iii)       all reasonably necessary cooperation of AGARAM at your expense.

9.11     Removals and Suspension

AGARAM has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may

(i)         remove Your Data from the Hosted Services or

(ii)        suspend your access to the Hosted Services.

We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Hosted Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Hosted Services as described in this section.

9.12     Deletion at End of Subscription Term

We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

Personal information you provide to AGARAM through the Service is governed by AGARAM Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the AGARAM Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information.

You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to accounts@agaramtech.com or by calling us on any of the numbers listed on https://www.agaramtech.com/contact-us/ We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

The Product and Service may include certain communications from AGARAM, such as product and service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out or unsubscribe from receiving service announcements and administrative messages.

If we receive a complaint from any person against you with respect to your activities as part of use of the Product and Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy AGARAM in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by AGARAM to the complainant.

In addition to all other terms and conditions of this Agreement, you shall not:

• rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Subscription Plan of Services or otherwise make it available to any third party;
• provide any other service to any third-party based on the Services without prior written permission;
• interfere with any log-in mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use
• 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 Products, except as permitted by law
• use the third-party links to sites without agreeing to their website terms & conditions;
• post links to third party sites or use their logo, company name, etc. without their prior written permission;
• publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity;
• use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of AGARAM;
• remove or obscure any proprietary or other notices contained in any Product
• violate any applicable local, state, national or international law; and
• create a false identity to mislead any person as to the identity or origin of any communication
• publicly disseminate information regarding the performance of the Products

Products are made available on an access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. AGARAM and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for AGARAM, including without limitation as they may incorporate Feedback (“AGARAM’s Technology”).

From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to AGARAM, including sharing Your Modifications or in the course of receiving Support and Maintenance (“Feedback”). AGARAM may in connection with any of its 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 Agreement limits AGARAM’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data.

The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant AGARAM the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for AGARAM’s commercial, marketing or any similar purpose. But you grant AGARAM permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

You may transmit or publish content created by you using any of the Product and Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available.

Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be.

By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that AGARAM will have the right to block access to or remove such content made available by you if AGARAM receives complaints concerning any illegality or infringement of third-party rights in such content.

By using any of the Services and transmitting or publishing any content using such Product and Service, you expressly consent to determination of questions of illegality or infringement of third-party rights in such content by the agent designated by AGARAM for this purpose.

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed 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.

Any Technology of AGARAM and any performance information relating to the Products shall be deemed Confidential Information of AGARAM without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.

The Receiving Party’s non-disclosure obligation shall 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 shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.

AGARAM may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. AGARAM makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

AGARAM, AGARAM logo, the names of individual Software Product and Services and their logos are trademarks of AGARAM TECHNOLOGIES PRIVATE LIMITED. You agree not to display or use, in any manner, the AGARAM trademarks, without AGARAM’s prior permission.

Mastercard is a registered trademark, and the circles design is a trademark of Mastercard International Incorporated.

You Expressly Understand And Agree That The Use Of The Services Is At Your Sole Risk. The Services Are Provided On An As-is-and-as-available Basis. Agaram Expressly Disclaims All Warranties Of Any Kind, Whether Express Or Implied, Including, But Not Limited To, The Implied Warranties Of Merchantability And Fitness For A Particular Purpose. Agaram Makes No Warranty That The Services Will Be Uninterrupted, Timely, Secure, Or Error Free.

Use Of Any Material Downloaded Or Obtained Through The Use Of The Services Shall Be At Your Own Discretion And Risk And You Will Be Solely Responsible For Any Damage To Your Computer System, Mobile Telephone, Wireless Device Or Data That Results From The Use Of The Services Or The Download Of Any Such Material. No Advice Or Information, Whether Written Or Oral, Obtained By You From Agaram, Its Employees Or Representatives Shall Create Any Warranty Not Expressly Stated In The Terms.

Limitation Of Liability

You Agree That Agaram Shall, In No Event, Be Liable For Any Consequential, Incidental, Indirect, Special, Punitive, Or Other Loss Or Damage Whatsoever Or For Loss Of Business Profits, Business Interruption, Computer Failure, Loss Of Business Information, Or Other Loss Arising Out Of Or Caused By Your Use Of Or Inability To Use The Service, Even If Agaram Has Been Advised Of The Possibility Of Such Damage. In No Event Shall Agaram’s Entire Liability To You In Respect Of Any Service, Whether Direct Or Indirect, Exceed The Fees Paid By You Towards Such Service.

You agree to indemnify and hold harmless AGARAM, its Managers, Directors, Employees, Suppliers, and Partners, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by AGARAM.

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, AGARAM may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to legal@agaramtech.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if AGARAM breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.