PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE ONETRAKER SERVICE. BY USING THE ONETRAKER SERVICE POVIDED BY ANVAYA ANALYTICS LAB PVT LTD (herein referred to as “ANVAYA”), CLICKING AGREE OR OTHERWISE ASSENTING TO THIS AGREEMENT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH ANVAYA FOR THESE SERVICES, THEN THE TERMS OF THAT AGREEMENT WILL OVER-RIDE THE BELOW AGREEMENT.
This agreement is between Anvaya Analytics Lab Pty Ltd (herein Referred to as “ANVAYA”) a registered company in Bangalore India, and the customer agreeing to this agreement (herein referred to as “Customer”). This Agreement is primarily concerning the ONETRAKER SERVICE PROVIDED BY ANVAYA (herein referred to as “SERVICE”) and is binding on all the persons that access the resources relating to the service including but not limited to the website, web application and mobile application (herein referred to as “RESOURCES”). If the Customer does not agree to any of the terms and conditions of the agreement the customer may not enter, view or make use of the service or its related resources.
Anvaya reserves the right to make any changes to the service at any time and without notice. Customer generated content published on the service resources reflects the views of the customer and does not necessarily constitute the opinion of Anvaya nor does it constitute legal or other professional advice on any subject matter. The Service may contain links to other websites or applications, these link may also be from advertising networks or affiliates, Anvaya includes these links solely as a convenience to you and the presence of such links does not imply a responsibility of the linked site or an endorsement of the linked site, its operators or its contents. Anvaya does not have control over such websites, does not review their content and will not be liable for their content or accuracy. The customer accesses such websites at their own risk and discretion.
Anvaya reserves the right to refuse subscription access to any business considered to have provided inaccurate or false or misleading information during registration process. By using the service, you agree to use the Services and service resources as it was intended without malicious intent. You are responsible for all actions taken on behalf of your account. Any changes made to your Service account is ultimately your responsibility. Should it be discovered that you acted with ill will or malicious intent against Avaya or its service resulting in damages, your subscription account may be suspended and legal action taken against you and your company.
USE OF SERVICE.
Trial. If Customer has not agreed to pay for the Service, then Customer is under a trial period as designated by Anvaya. During the trial period, the Service is provided AS IS. All data may be deleted at the end of trial period, unless Customer converts to a Subscription account.
Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between Anvaya and Customer (Customer Data). Customer grants Anvaya the right to use the Customer Data solely for purposes of executing the services under this agreement. During the term of this agreement, Customer may export or print reports regarding certain Customer Data as allowed by functionality within the Service. Anvaya will not have any obligation related to customer data during the trial term. Customer expressly acknowledges and agrees that the customer has on their own self submitted to, or processed via the Service any Sensitive and personally identifiable information and that Anvaya shall have no liability for the accuracy of such Sensitive Data.
Contractors and Employee Access and Usage. Customer may allow its contractors (including without limitation, third party logistics companies) and employees to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and its employees.
Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify ANVAYA promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s User Guide and applicable law.
PAYMENT. Customer must pay all fees as specified in the subscription agreement, but if not specified then within 30 days of receipt of an invoice. No refunds of prepaid fees, unless otherwise provided in this agreement. Customer is responsible for the payment of all sales, use, withholding, VAT/GST and other similar taxes. ANVAYA may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. This agreement contemplates one or more Subscriptions for the Service, such subscriptions are governed by the terms of this agreement. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of Customer’s credit card may charge Customer a foreign transaction fee or related charges, which Customer will be responsible to pay.
TECHNOLOGY RELATED TERMS
BETA RELEASE : From time to time, Anvaya may grant Customer access to “alpha”, “beta”, or other early-stage products (“Beta Releases“). While Anvaya may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH ANVAYA WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. Anvaya makes no promises that future versions of a Beta Release will be released. Anvaya may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in Anvaya’s sole discretion, without liability.
SUPPORT: Anvaya will provide Support for its Services as per the terms of the Application management and support terms as specified in the Subscription agreement terms.
SERVICE LEVEL AGREEMENT & WARRANTY
Warranty. Anvaya warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as agreed in the subscription agreement (excluding maintenance outages, force majeure, and outages that result from any Customer technology issues or third party vendor issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid subscription term.
LIMITED LIABILITY. Customer’s exclusive liability and Anvaya’s sole obligation for its failure to meet the warranty terms will be for Anvaya to provide a credit for the applicable month, as provided in the subscription agreement (if the agreement is not renewed, then a refund of equivalent amount), for the month; provided that Customer notifies Anvaya of such breach within 30 days of the end of that month.
DISCLAIMER. ANVAYA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ANVAYA TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, ANVAYA DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED
Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Anvaya’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and non-public pricing information).
a. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
b. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
c. Security Measures. In order to protect Customer’s Confidential Information and Customer Data, Anvaya will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such information and data; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designate an employee or employees to coordinate implementation and maintenance of its security measures; and (iv) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of information and data that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks.
d. Notice of Data Breach. If Anvaya knows that Customer Confidential Information or Customer Data has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, Anvaya will alert Customer of any such data breach within two business days, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. Anvaya will give highest priority to immediately correcting any data breach and devote such resources as may be required to accomplish that goal. Anvaya will provide Customer with all information necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, Anvaya will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. Anvaya will provide Customer with information about what Anvaya has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.
COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
None of the material related to Anvaya’s Services and Service resources contained in but not limited to websites, Google playstore, itunes marketplace etc incuding its Services platform and applications may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of Anvaya. Violation of this provision may result in severe civil and criminal penalties.
Reservation of Rights. The software, workflow processes, user interface, designs, know-how and other technologies provided by Anvaya as part of the Service are the proprietary property of Anvaya and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Anvaya. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Anvaya reserves all rights unless expressly granted in this agreement.
a. Customer may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
b. Aggregate Data. During and after the term of this agreement, Anvaya may use and retains all rights in all non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other internal and external business purposes.
c. Mobile Software. Anvaya may make available software to access the software via a mobile device. To use the software, Customer must have a mobile device that is compatible with the software. Anvaya does not warrant that the software will be compatible with Customer’s mobile device. Customer may use mobile data in connection with the software and may incur additional charges from Customer’s wireless provider for these services. Customer agrees that it is solely responsible for any such charges. Customer acknowledges that Anvaya may, from time to time, issue upgraded versions of the software, and may automatically electronically upgrade the version of the software that Customer is using on its mobile device. Customer consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades.
TERM AND TERMINATION.
TERM: This agreement continues until the Subscription has expired or are terminated under mutual consent or terminated under breach of terms.
a. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
b.Return of Customer Data. Within 60-days after termination, upon request Anvaya will make the Service available for Customer to export such data. After such 60-day period, Anvaya has no obligation to maintain the Customer Data and may destroy it.
c. Return Anvaya’s Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Anvaya for any unpaid amounts, and destroy or return all property of Anvaya. Upon Anvaya’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
d. Suspension for Violations of Law. Anvaya may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Anvaya will attempt to contact Customer in advance.
EXCLUSION OF INDIRECT DAMAGES. ANVAYA IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; AND LOST PROFITS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
a. TOTAL LIMIT ON LIABILITY. ANVAYA’s TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
Defense of Third Party Claims. Anvaya will defend or settle any third-party claim against Customer to the extent that such claim alleges that the Anvaya technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies Anvaya of the claim in writing, cooperates with Anvaya in the defense, and allows Anvaya to solely control the defense or settlement of the claim
Costs. Anvaya will pay infringement claim defense costs incurred as part of its obligations above, and Anvaya negotiated settlement amounts, and court awarded damages.
Process. If such a claim appears likely, then Anvaya may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Anvaya determines that none of these are reasonably available, then Anvaya may terminate the Service and refund any prepaid and unused fees.
Exclusions. Anvaya has no obligation for any claim arising from: Anvaya’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by Anvaya. This section contains Customer’s exclusive remedies and Anvaya’s sole liability for intellectual property infringement claims.
a. Customer Indemnity. To the extent allowed by law, if any third-party brings a claim against Anvaya related to Customer acts, omissions, data or information within the Services, Customer must defend, indemnify and hold Anvaya harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
GOVERNING LAW AND ARBITRATION. THIS AGREEMENT IS GOVERNED BY THE LAWS OF BANGALORE, INDIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. ANY DISPUTE BETWEEN CUSTOMER AND ANVAYA ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE DETERMINED BY BINDING ARBITRATION IN BANGALORE, INDIA, UNDER THE THEN LAWS GOVERNING THE BANGALORE MEDIATION CENTER, DEPENDING ON WHETHER CUSTOMER IS LOCATED IN INDIA OR OUTSIDE INDIA. THE DECISIONS OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT PREVENTS EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY IN ANY ARBITRATION OR LITIGATION IS ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY.
If you have any questions or concerns about our Services or these Terms, you may contact us at firstname.lastname@example.org