1. PARTS OF THIS AGREEMENT
This Agreement consists of the following terms and conditions (hereinafter the 'General Terms') and terms and conditions, if any, specific to use of individual Services (hereinafter the 'Service Specific Terms'). The General Terms and Service Specific Terms are collectively referred to as the 'Terms'. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
2. ACCEPTANCE OF THE TERMS
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, then do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.
3. DESCRIPTION OF SERVICE (HEREAFTER 'SERVICE'/ 'SERVICES')
We provide multiple services by means of applications, which are used to simplify the business processes and enabling online collaboration. You may use these Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and you can export the data using the export facility provided for your use.
4. MODIFICATION OF TERMS OF SERVICE
We may modify the Terms upon notice to you at any time through an 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 Xmplar 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 a 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.
5. USER SIGN UP OBLIGATIONS
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 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: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) 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 Xmplar has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Xmplar may terminate your user account and refuse current or future use of any or all of the Services. In this uneventful termination event, Xmplar will be refund the subscription fee for the unused days
6. ORGANIZATION ACCOUNTS AND ADMINISTRATORS
When you sign up for an account for your organization you may specify a administrator. The administrator will have the right to configure the Services based on your requirements and manage end users in your organization account.
You are responsible for ensuring confidentiality of your organization account password, appointing competent individuals as administrators for managing your organization account, and ensuring that all activities that occur in connection with your organization account comply with this Agreement.
You understand that Xmplar is not responsible for account administration and internal management of the Services for you.
7. PERSONAL INFORMATION AND PRIVACY
You are responsible for maintaining confidentiality of your username, password and other sensitive information. You agree to inform us immediately of any unauthorized use of your user account by email to firstname.lastname@example.org . 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 Service may include certain communications from Xmplar, such as 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 from receiving service announcements and administrative messages.
8. FEES AND PAYMENTS
The Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by Credit Card. 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 Credit 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 Credit 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 Xmplar to charge the subscription fee to the Credit Card last used by you.
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. RESTRICTIONS ON USE
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without our prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Xmplar; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
10. SPAMMING AND ILLEGAL ACTIVITIES
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, 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.
11. INACTIVE USER ACCOUNTS POLICY
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 90 days. In the event of such termination, all data associated with such user account will be deleted. We will give you prior notice of 30 days of such termination and option to back-up your data and in the event of your failure to respond, the services shall stand terminated at the end of the said notice period and all the prepaid fees, if any shall be liable to be forfeited . 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.
12. DATA OWNERSHIP
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 Xmplar the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Xmplar's commercial, marketing or any similar purpose. But you grant Xmplar 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 and or if is required to be disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
13. USER GENERATED CONTENT
You may transmit or publish content created by you using any of the 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 Xmplar will have the right to block access to or remove such content made available by you if Xmplar 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 Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Xmplar for this purpose.
14. TRADEMARK (IPR)
Xmplar is the absolute owner and registered user of ZIPTIGER Recruit logo and that all the rights including but not limited to Intellectual Property rights in Xmplar's brand logo or trademark shall always remain the sole and exclusive property of Xmplar.
You agree not to use or cause to be used in any manner the name and trademark of Xmplar without prior written approval of Xmplar.
a. Limited warranty.
(i) Online Services. Xmplar warrants that the Online Services will meet the terms of this Agreement during the Term. Your only remedies for breach of this warranty are those specified in this Agreement.
(ii) Software. We warrant for one year from the date you first use the Software that it will perform substantially as described in the applicable user documentation. If Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the Software or (2) repair or replace the Software.
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or Xmplar's guidance, or resulting from events beyond Xmplar's reasonable control;
(ii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
(iii) this limited warranty does not apply to Previews or Limited Offerings.
c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
a. Each party shall indemnify, defend and hold the other party (and all officers, directors, employees, Referrals, and affiliates thereof) harmless from and against any and all actions, proceedings, claims, demands, losses, costs including legal costs, assessments, charges, awards, damages (including without limitation interest, penalties, and attorney's fees and disbursements) arising directly or indirectly as a result of any third party claims , and/or any loss, damage, expense, judgment, lien, suit, cause of action, demand or liability that may arise or which may at any time be suffered or incurred by, or be assessed against, any and all of them, directly or indirectly, on account of or in connection with: (i) such party's default under any provision herein, breach of any representation or warranty herein, or failure in any way to perform obligation hereunder; or (ii) negligent acts or omissions or the willful misconduct of such party or its employees, Referrals, contractors or invitees in performance or discharge of any obligations under this Agreement
b. Limitations. Xmplar's obligations of Indemnity under this clause won't apply to a claim or award based on: (i) any Customer Solution, Customer Data, Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data, or a Product, data, or business process; (iii) your use of a Xmplar trademark without our express written consent, or your use of the Product/Services after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product/services to, or use for the benefit of, any unaffiliated third party; or (v) Products provided free of charge.
c. Remedies. If Xmplar reasonably believes that a claim under this clause may bar your use of the Product/Services, Xmplar will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product/Services. If these options are not commercially reasonable, we may terminate your rights to use the Product/Services and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Clause. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement.
17. LIMITATION OF LIABILITY.
a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the subscription to Xmplar services during the 12 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any Service exceed the amount paid for that Services during the Subscription.
b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
18. FORCE MAJEURE. Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services). This Section will not, however, apply to your payment obligations under this agreement.
19. CONTRACTING AUTHORITY. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf.
20. ARBITRATION & JURISDICTION
In the event any dispute arises between the Parties out of or in connection with this Agreement, including the validity thereof, the Parties hereto shall endeavor to settle such dispute amicably in the first instance. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the Parties hereto, after reasonable attempts, which shall continue for not less than 15 days, gives a notice to this effect, to the other party in writing. In case of such failure, the dispute shall be referred to a sole Arbitrator, who shall be mutually appointed by the Parties. The Arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and shall be held in Bangalore.
Jurisdiction and Governing Law: The Parties submit to the exclusive jurisdiction of the courts in Bangalore and this Agreement shall be interpreted in accordance with Indian law.
21. SEVERABILITY. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
22. WAIVER. Failure to enforce any provision of this agreement will not constitute a waiver.
23. NO AGENCY. This agreement does not create an agency, partnership, or joint venture.
24. NO THIRD-PARTY BENEFICIARIES.
There are no third-party beneficiaries to this agreement.
Clauses 9,10, 14, 16 and 17 shall survive termination of this Agreement.
26. SUSPENSION AND TERMINATION
This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
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 email@example.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 such a scenario, refund process will be initiated for the unused subscription period.
You have the right to terminate your user account if Xmplar 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.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at firstname.lastname@example.org.