The terms “We” / “Us” / “Our” / “Company” individually and collectively refers to Criar Solutions and the terms “You” / “Your” / “Yourself” refers to the Clients.
By accessing or using the Product(s) or Websites, or authorizing or permitting any User or End-User to access or use the Product(s) or Websites, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “You”, “Your” or related capitalized terms used herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not access or use the Product(s) or Websites.
You, as an individual, must be 18 years or older to access or use the Websites and the Product(s).
SECTION A: YOUR RIGHTS
1.1. These Terms are applicable during Your free trial and during Your subscription to the Product(s) through a Service Plan of Your choice.
1.2. Using Our Product(s): Subject to Your compliance with the Terms and solely during the Subscription Term, You have the limited, non-exclusive, and revocable right to access and use the Product(s) for Your internal business purposes. You shall be responsible for use of the Product(s) through Your Account by any third parties. You may subscribe to one or more of the Product(s). They may be subject to separate and distinct Service Plans.
1.3. Using our Mobile Applications: Subject to Your compliance with the Terms and solely during the Subscription Term, You have the limited, non-exclusive, non-transferrable, and revocable right to download, install and use the Mobile Applications to access and use the Product(s).
SECTION B: YOUR RESPONSIBILITIES
2.1. Your Account: Subject to any limitation on the number of individual Users available under the Service Plan to which You subscribed, access and use of the Product(s) is restricted to the specified number of individual Users permitted under Your subscription to the Product(s). Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual. Without prejudice to Our obligations under Sections I and J of these Terms, You are solely responsible for the confidentiality of Service Data and User Login at Your end. You should, therefore, not share Your User Login with any third parties. In any event, unless You notify Us of any unauthorized use or suspicious activity in Your Account, You are responsible for all activities that occur under Your Account. Group Companies will not be liable for any damage or loss that may result from Your failure to protect Your login information, including Your password. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Product(s) to store and transmit Service Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Product(s) or the information generated thereby is accurate or sufficient for Your purposes.
2.2. Your use of the Product(s): You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Product(s) available to any third party, other than Users and End-Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Product(s) to Process data on behalf of any third party other than Your Users and End-Users; (c) modify, adapt, or hack the Product(s) or otherwise attempt to gain or gain unauthorized access to the Product(s) or related systems or networks; (d) falsely imply any sponsorship or association with Us; (e) use the Product(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Product(s) to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Product(s) to store or transmit any content that infringes upon any person’s intellectual property rights; (h) use the Product(s) in any manner that interferes with or disrupts the integrity or performance of the Product(s) and its components; (i) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Product(s); (j) use the Product(s) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Product(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar Malicious Software; (l) establish a link to Our Websites in such a way as to suggest any form of association, approval or endorsement on Our part where none exists; (m) use the Product(s) for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; (n) try to use, or use the Product(s) in violation of these Terms.
2.3. You shall be responsible for any loss of data or attempted or actual access or use of the Product(s) through Your Account in violation of these Terms.
2.4. If We inform You that a specified activity or purpose is prohibited with respect to the Product(s), You will ensure that You immediately cease use of the Product(s) for such prohibited activity or purpose.
SECTION C: ACCESS TO THE PRODUCT(S)
3.1. You may not be able to access or use the Product(s) (a) during planned downtime for upgrades and maintenance to the Product(s) (of which We will use commercially reasonable efforts to notify You in advance through Our Product(s)) (“Planned Downtime”), or (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
3.2. We will use commercially reasonable efforts to schedule Planned Downtime for weekends (IST – Indian Standard Time Zone) and other off-peak hours.
SECTION D: CHANGES TO THE PRODUCT(S) AND WEBSITES
4.1. Our Product(s): We may update the Product(s) from time to time and You may receive notifications of such upgrades, enhancements or updates (“Updates”). Any new or modified features added to or augmenting or otherwise modifying the Product(s) or other updates, modifications or enhancements to the Product(s) are also subject to these Terms and We reserve the right to deploy Updates at any time.
4.2. Websites: We may also change content on Our Websites at any time. However, please note that any of the content on Our Websites may be out of date at any given time, and We are under no obligation to update it. For clarity, this sub-section refers to Our Websites excluding the Product(s). We may discontinue or change any part of Our Websites, that does not affect the Product(s), without notifying You. Our Websites may contain links to websites, content and resources provided by third parties (“Third Party Links”). These Third Party Links are governed by their own terms and privacy policies and You agree that We have no control over these Third Party Links and are not responsible for Your access or use of these Third Party Links.
SECTION E: INTELLECTUAL PROPERTY RIGHTS
5.1. Ownership of IPR: Except for the rights granted to You under Section A, all rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets and any other intellectual property and/or proprietary rights in or related to the Product(s), including the Websites, and any part of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and the content or material published on it. Those works are protected by copyright laws and treaties around the world. You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from Us or Our licensors. Further, We claim no intellectual property rights over the content You upload or provide to the Product(s).
5.2. Grant of License to Us: We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Product(s) or Websites or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You.
5.3. Grant of License to You: Our product and service names, and logos used or displayed on the Product(s) or Websites are Our registered or unregistered trademarks (collectively, “Marks”), and You may only use such Marks to identify You as a user of the Product(s) You have subscribed to.
SECTION F: THIRD PARTY SERVICES
6.1. Certain other services (“Third Party Services”) such as integrations, Apps and Custom Apps are made available to You through the Market Place or other forums where applications are developed for their integration with the Product(s). These Third Party Services are governed by their own terms and privacy policies and You agree that We are not responsible for Your use of these Third Party Services where You choose to enable these Third Party Services and integrate them into Our Product(s). By enabling the Third Party Services, You understand and agree that We do not provide any warranties whatsoever for Third Party Services and We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services. You understand that We are not responsible for providing technical support for Third Party Services and that We are not responsible for the data hosting and data transfer practices followed by providers of such Third Party Services. To this extent, You shall address any comments, queries, complaints or feedback about such Third Party Services to the respective developers or publishers as specified in the Market Place or other forums.
SECTION G: BILLING, PLAN MODIFICATIONS AND PAYMENTS
7.1. Subscription Charges: Unless otherwise specified in the Supplementary terms, except during Your free trial, all charges associated with Your Account (“Subscription Charges”) are due in full and payable in advance, in accordance with Section G-7.2, when You subscribe to the Product(s). Unless specified otherwise in a Form, the Subscription Charges are based on the Service Plans You choose and are payable in full until You terminate Your Account in accordance with Section H. You will receive a receipt upon each receipt of payment by Us. You may also obtain a payment receipt from within the Product(s).
7.2. Payment methods: You may pay the Subscription Charges through Your credit card, or other accepted payment method as specified in a Form. For credit card payments, Your payment is due immediately upon Your receipt of Our invoice. You hereby authorize Us or Our authorized agents, as applicable, to bill Your credit card upon Your subscription to the Product(s) (and any renewal thereof). For payments through other accepted methods, Your payment is due within thirty (30) days of Our invoice date unless otherwise stated in a Form.
7.3. Renewal: Your subscription to the Product(s) will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Product(s) for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences. You acknowledge and agree that, unless You terminate Your Account in accordance Section H, Your credit card will be charged automatically for the applicable Subscription Charges.
7.4. We may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Us. You must notify Us of any change in Your credit card or other payment account information, either by updating Your Account or by e-mailing Us to email@example.com
7.5. Refunds: Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Product(s) by You provided however You shall be eligible for a pro-rated refund of the Subscription Charges for the remainder of the Subscription Term if You terminate Your Account as a result of a material breach of these Terms by Us.
7.6. Late Payments/Non-payment of Subscription Charges: We will notify You if We do not receive payment towards the Subscription Charges within the due date for Your Account. For payments made through credit cards, We must receive payments due within a maximum of five (5) days from the date of Our notice and for payments through other accepted methods, We must receive payments within a maximum of fifteen (15) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to Our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Product(s) until We receive Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your Account in accordance with Section H-8.2.
7.7. Upgrades and Downgrades: You may upgrade or downgrade within a Subscription Plan or between Subscription Plans we provide for the Product(s). You understand that downgrading may cause loss of content, features, or capacity of the Product(s) as available to You before downgrading Your Account. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on pro-rated basis and Your credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, You will be offered a refund for the payment made for the subsisting month in the form of credits credited to Your Account. These credits will be offset against the new Subscription Charges payable in the subsequent months.
7.8. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying the Taxes that would be levied against You by government authorities. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
7.9. User Benefits: Apart from the credits provided to You when You downgrade, We may, at Our sole discretion, offer You certain benefits such as discounts on Subscription Charges, extension in Subscription Term for no extra payments from You, with regard to the Product(s). These benefits are specific to Your Account and the Product(s) identified while offering these benefits. They are not transferrable. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve (12) months from their date of offer.
SECTION H: SUSPENSION AND TERMINATION
8.1. We shall not be liable to You or any other third party for suspension or termination of Your Account, or access to and use the Product(s), if such suspension or termination is in accordance with these Terms.
8.2 Free trial Customers: If You are on a free trial for any of Our Product(s), Your Account may be suspended or terminated in the following manner:
8.2.1 We may suspend Your access to and use of Your Account or the Product(s) if You are in violation of the Terms. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated and all associated Service Data shall be deleted immediately and permanently.
8.2.2 You may terminate Your Account at any time on or before the expiry of Your free trial. In such cases, all associated Service Data shall be deleted immediately and permanently.
8.2.3 Where you do not terminate Your Account or renew Your Account on or before the expiry of Your free trial, We may suspend Your Account. We shall retain any associated Service Data for a period of 6 months beyond which Your Account shall be terminated and all associated Service shall be deleted immediately and permanently.
8.3 Customers on a Service Plan: If You are on a Service Plan for any of Our Product(s), Your Account may be suspended or terminated in the following manner:
8.3.1 In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Product(s) if You are in violation of the Terms. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated. Any associated Service Data shall be retained for a period of 14 days from the date of termination of Your Account beyond which it shall be deleted during the normal course of operation.
8.3.2 You may elect to terminate Your Account at any time from within Our Product(s), if You pay for Your Account through credit card. If payment for Your Account is made through other accepted payment methods as specified in the Form, You may request to terminate Your Account by writing to firstname.lastname@example.org. Any associated Service Data shall be retained for a period of 14 days from the date of termination of Your Account beyond which it shall be deleted during the normal course of operation.
8.3.3 We may suspend Your Account upon expiry or non-renewal of Your Subscription Term. We shall retain any associated Service Data for a period of 6 months beyond which Your Account shall be terminated and all associated Service shall be deleted immediately and permanently.
8.4 Effect of Terminating Your Account:
8.4.1 Data Export: We strongly recommend that You export all Service Data before You terminate Your Account. In any event, following the termination of Your Account either by You or Us, unless otherwise specified elsewhere herein or in the Supplemental Terms, Service Data will be retained or deleted in accordance with Sections H-8.2 or H-8.3 as applicable to You. Where the Service Data is retained as described herein, You may contact Us within such data retention period to export Your Service Data. Service Data cannot be recovered once it is deleted. Further, when Service Data is migrated from one data center to another upon Your request, We shall delete Service Data from the original data center after 14 days from such migration.
8.4.2 Charges: If Your Account is terminated in accordance with Sections H-8.2 or H-8.3 of these Terms, in addition to other amounts You may owe Us, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term, unless waived by Us in writing. This amount will not be payable by You, or You may be eligible for a pro-rated refund of the Subscription Charges, as the case may be, where You terminate Your subscription to the Product(s) or terminate Your Account as a result of a material breach of these Terms by Us, provided that You provide notice of such breach to Us and afford Us not less than thirty (30) days to reasonably cure such breach.
SECTION I: CONFIDENTIALITY
9.1 If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms.
9.2 Confidentiality obligations: Each of us will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of us protects our own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use the other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between You and Us entered prior to these Terms that would purport to address the confidentiality of Service Data and such agreement shall have no further force or effect with respect to Service Data.
SECTION J: DATA PRIVACY AND SECURITY
10.1 Security of Service Data: We use appropriate technical and organizational measures to protect the Service Data that we Process. The measures we use are designed to provide a level of security appropriate to the risk of Processing your Service Data.
SECTION K: DATA MIGRATION
11.1 During Your Subscription Term, You may request Us to import data into Your Account (“Data Migration”). You hereby understand and acknowledge that We and/or Our Group Companies may access and process Your data in connection with providing You support during such Data Migration.
SECTION L: COMMUNICATIONS FROM US
a. You are in violation of these Terms;
b. A specific activity or purpose is prohibited with respect to the Product(s), so that You immediately cease use of the Product(s) for such prohibited activity or purpose; or
c. You maintain an exceptionally high number of Users, an unusually high monthly ticket ratio per Users, an unusually high level of open tickets or other excessive stress on the Product(s).
SECTION M: DISCLAIMER OF WARRANTIES
THE WEBSITES AND THE PRODUCT(S), INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE PRODUCT(S) OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE PRODUCT(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE PRODUCT(S) OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SECTION N: LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE PRODUCT(S), WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE PRODUCT(S) TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY YOU, FOR THE PRODUCT(S) TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE PRODUCT(S) IN ACCORDANCE WITH SECTION 1, WE HAVE LIMITED OUR POTENTIAL LIABILITY AND ALLOCATED RISKS BASED ON THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
SECTION O: NOTICES; CONSENT TO ELECTRONIC COMMUNICATIONS
15.1 All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized delivery service (“Courier”) while subscribing to the Product(s); or (ii) electronic mail to the e-mail address provided for Your Account.
15.2 Our address for a notice to Us in writing by Courier is: Criar Solutions (OPC) Pvt. Ltd., 19B, 1st Floor, Dhamu Garden, SM Palayam, GN Mills (PO), Coimbatore (CBE) 641029, Tamil Nadu, India or to email@example.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
SECTION P: ANTI-CORRUPTION
16.1 You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us to firstname.lastname@example.org
SECTION Q: DEFINITIONS
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account:means any accounts or instances created by or on behalf of You for access and use of any of the Product(s).
Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Agent: means an individual authorized to use the Product(s) through Your Account for such Product(s) as an agent and/or administrator as identified through a User Login.
API:means the application programming interfaces developed, enabled by or licensed to Us that permits a User to access certain functionality provided by the Product(s).
API Policies: means the application programming interfaces developed, enabled by or licensed to Us that permits a User to access certain functionality provided by the Product(s).
Apps: mean the software applications listed on the Market Place which are created, developed, licensed or owned by Us or third party developers. The term also includes any updates, upgrades and other changes to such software applications and versions thereof.
Confidential Information: means all information disclosed by You to Us or by Us to You which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Custom Apps: means an application developed specifically for a User of the Product(s) and not listed in the Market Place.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Product(s) provided or made available by Us to You or Your Users through the Product(s) or otherwise.
End-User: means any person or entity other than You or Your Users with whom You interact using the Product(s).
Form: means any service order form referencing these Terms and executed or approved by You and Us with respect to Your subscription to the Product(s), which form may detail, among other things, the number of Users authorized to use the Product(s) under Your subscription to the Product(s) and the Service Plan(s) applicable to Your subscription to the Product(s).
Group Companies: means Criar Solutions (OPC) Pvt. Ltd., together with its Affiliates.
Custom Apps: means an application developed specifically for a User of the Product(s) and not listed in the Market Place.
Mobile Applications: mean the software applications created, developed and owned by Us to enable access and use of the Product(s) through mobile or other handheld devices (such as apps on iOS or Android devices).
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service Data: means all electronic data, text, messages or other materials, including Personal Data of Users and End-Users, submitted to the Product(s) by You through Your Account in connection with Your use of the Product(s), including, without limitation, Personal Data.
Product(s): mean and include Factura, Rez, Venda PoS, Slateboard, Elixr, Buytz or any new services that We may introduce as a Service to which You may subscribe to and any updates, modifications or improvements to the Product(s), including individually and collectively, Software, the API and any Documentation. You may subscribe to one or more of the Product(s). They may be subject to separate and distinct Service Plans.
Service Plan(s): means the pricing plan(s) and the functionality and services associated therewith (as detailed on the Websites) for which You subscribe with respect to any User.
Software: means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Product(s) and includes a Mobile Application.
Subscription Term: means the period during which You have agreed to subscribe to the Product(s) with respect to any individual User.
Us: means Criar Solutions (OPC) Pvt. Ltd., an Indian Incorporated Company, or any of its successors or assignees. In these Terms, Us may also be referred to as “We”, and “Our”.
User: means those who are designated users within the Product(s), including an Account administrator, Agents and other designated users.
Websites: means the websites for various Product(s) and other websites that Criar Solutions operates.