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:
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.
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.
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.
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 firstname.lastname@example.org 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:
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