Terms and Conditions

Definitions

• “Botminds“, shall mean:
  • in case you are a customer based in India, Botminds AI Technologies Private Limited, a company incorporated under the Companies Act, 1956, with its registered office at Plot No. 11, 1st Floor, VGP Saraswathy Nagar, 2nd Street, Madambakkam, Chennai, Tamil Nadu or,
  • in case you are based in any other jurisdiction, Botminds Inc, a Washington Corporation with its registered office at 1187 Pine Crest Cir NE, Issaquah, WA – 98029.
• “Customer” shall mean an individual or legal entity who is signing up for any kind of Services from us, irrespective of the nature or duration of the Services, including those availing of Free Services. Customer’s details, including the name of the contracting entity and the authorized representative, are as provided in the accompanying Order Form.
• “Billing Cycle” shall mean a duration cycle for which billing is done in one go, as indicated in the Order Form and/or the SaaS Agreement executed separately between Botminds and the enterprise client;
• SaaS Services refer to the internet access service identified in Annexure I appended hereto that provides the use of the Company’s Platform and which is hosted by the Company and made available to the Customer via the cloud on a term use basis.
• “Professional Services” shall mean the professional services provided by us, which may include training services, installation, integration or consulting services. The details of the Consulting Services shall be set out in the Order Form and/or the SaaS Agreement executed separately between Botminds and the enterprise client signed up from time to time under these Terms of Service;
• “Customer Data” shall mean information pertaining to your clients that you submit or collect via the Subscription Services. Additional information that may be collated by us and provided for your use will not be included within the scope of Customer Data;
• “Effective Date” shall mean the date, when you accessed and used the Services for the first time;
• “Force Majeure” If the performance of this SaaS Terms of Services by a Party is prevented, in whole or in part by causes beyond the control of the Parties which it could not avert despite its best endeavour and due diligence, the causes being: Acts of God, Riot, war, blockade, embargo, flood, explosion, fire or earthquake, inevitable accident or epidemic or biological pandemic, viral outbreaks, strikes, go-slows, lockouts, Revolution, riot, insurrection or other civil commotion, the act of terrorism or sabotage, Legal and Governmental restrictions and orders etc. then such Party shall be excused from performing during the subsistence of the Force Majeure conditions the acts it is unable to perform provided that, the occurrence of such an event and the resultant prevention is communicated to the other Party as soon as practicable with sufficient details and materials to facilitate the verification thereof. However, the Party prevented from acting due to Force Majeure conditions shall be obliged to carry out its best endeavour to (i) mitigate all losses and damages (by activating and if available the BCP) arising out of the Force Majeure conditions, and to (ii) overcome the Force Majeure condition and perform its obligations and inform as soon as practicable to the other Party about the cessation of the Force Majeure condition and the commencement of performance. However, notwithstanding anything to the contrary contained herein, in the event the Force Majeure condition exist unabated for a period more than 60 (sixty) days, the Parties may mutually terminate these terms of services, without any liability to the other.
• “Free Services” shall mean any products or features, including SaaS Subscription Services made available by us to you on an unpaid trial or free basis;
• “Platform” means the proprietary cutting-edge document-understanding platform powered by artificial intelligence to extract insights from documents and websites, as updated from time to time, including with new features etc, that are universally rolled out by Botminds
• “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the Platform. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for the majority of our customers such as weekends and public holidays and at least 24 (twenty-four) hours prior notice will be provided;
• “Sensitive Information” shall mean passwords, financial information such as bank account or credit card or debit card or other payment instrument details, Social Security numbers, passport numbers, driver’s license numbers, Aadhar numbers or similar identifiers, information pertaining to racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, physical, physiological or mental health condition or information, medical records and history, sexual orientation, genetic data, biometric information, or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards;
• “SaaS Subscription Fees” shall mean the fees payable by you for the Subscription Services;
• “SaaS Subscription Term” shall mean the initial term for the subscription to the applicable SaaS Subscription Services, as specified in the relevant Order Form and/or the SaaS Agreement executed separately between Botminds and the enterprise client, and each subsequent renewal term (if any). For Free Services, the SaaS Subscription Term will be the period during which you have an account to access the Free Services;
• “Users” mean individual people or accounts that are designated and authorized to access Subscription Services.

TERM AND SUBSCRIPTION TERM

As per the Order Form or and/or the SaaS Agreement executed separately between Botminds and the Customer.

USE OF SUBSCRIPTION SERVICES:

• You will receive a non-exclusive, non-transferable license/right to use the Platform and access the SaaS Services
• You acknowledge and agree that no copies of the Platform are being provided/delivered to you.

FEES AND PAYMENT TERMS

The payment will be as per the order form or and/or the SaaS Agreement executed separately between Botminds and you.

• The fee shall be exclusive of taxes and is liable for an increment upon renewal.
  • In the event, of any Professional SaaS Services, it shall be charged separately.
• Payment Terms:
  • You shall pay the Fee within 30 (thirty) days of receipt of the Invoice.
  • Delay in Payment: In the event of delay of payment of the Fee beyond the 30 (thirty) day period (as stated hereinabove), the access to the SaaS Services shall stand suspended with immediate effect and the same will only be restored immediately upon payment of the Fee, as per timelines stated hereinafter. Only 1 (one) letter for the delay in payment of the Fee shall be sent to the Customer (“Delay Letter”), thereafter, if you do not make the payment of the Fee within 15 (fifteen) days of the receipt of the Delay Letter, then the (i) you shall be liable to pay an interest of 1.5% per month on the invoiced amount from the date payment due date till the actual payment of the invoiced amount; in addition, Botminds shall be at the liberty to (i) suspend your access to the SaaS Services and thereafter if you continue to remain in default beyond 60 (sixty) days then terminate this SaaS services, without any further notice and/or liability withholding.

RESTRICTIONS AND RESPONSIBILITIES:

• You herein understand and agree that you will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform, documentation or data related to the Platform; modify, translate, or create derivative works based on the Platform, and/or the SaaS Services; use the Platform or the SaaS Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels.
• You herein shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS Services, including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, their account, passwords (including but not limited to administrative and user passwords) and files, and for all users of your account or the Equipment. You shall not provide/use false information to gain access to or use the SaaS Services.
• You shall be solely responsible for acts and omissions of its users (especially their respective users with administrative access) and Botminds shall not be liable for any loss of data or functionality caused directly or indirectly by your users.
• You shall be solely responsible for the content that is input in the Platform to utilise the SaaS Services.

INTELLECTUAL PROPERTY RIGHTS:

• Each Party shall retain all rights, titles and interests in its Intellectual Property Rights. No interest whatsoever in the other Party's Intellectual Property Rights is granted by these terms of services.
• IP belonging to Botminds: Botminds shall at all times own all rights, interests and titles in all copyright, trademark, patents derivate works, designs and any other intellectual property and any bug fixes, improvements, updates thereto in the Platform. Botminds retains all ownership and uses rights in the Platform. Botminds owns all rights in and to the Platform and has full power and authority to grant the rights set forth herein. You agree not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform and/or SaaS Service(s) available to any third party.
• IP belonging to Customer: All right, title and interest in and to any material, document, equipment, data, tool, application, software, hardware, product belonging or licensed to you (by any other third-party) including all Intellectual Property Rights therein (collectively, “Customer Material”) are and will remain with you and the respective rights holders in any third-party provider to you. Botminds has no right, license or authorization with respect to any of your material. You understand and agree that, we use your logo/trademark/brand-name for the purposes of marketing/branding/association/advertising, including using the service feedback/experience or collective analytics. In the event, you would not like us to use the same, please send us an e-mail to opt-out of such usage by us.

CONFIDENTIALITY:

• Each Party agrees to: (a) use the Confidential Information solely for the purpose of performing its obligations under these terms of services; (b) not to disclose any Confidential Information of the Disclosing Party to any third party without prior written consent of the Disclosing Party; (c) limit the dissemination of the Disclosing Party's Confidential Information to only those of the Receiving Party's officers, and employees (“Representatives”) who require access to such information to perform their functions in connection with the purpose for which the Confidential Information is disclosed and to the attorneys and financial advisors on a strict ‘need to know’ basis; (d) to ensure that each person or entity who is permitted to receive or have access to the Confidential Information is bound by a confidentiality obligation consistent with these terms; (e) to exercise the same degree of care with respect to the Disclosing Party's Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care; and (f) to return to the Disclosing Party, or if such return is not possible, destroy, Confidential Information of the Disclosing Party at source which will be incapable of being recovered through normal or laboratory means upon receipt of a written request from the Disclosing Party without retaining any copy thereof.
• Either Party shall have a right to disclose the Confidential Information to the legal/regulatory authorities pursuant to a binding court order or government regulation provided that, if permitted under law, the Receiving Party provides a notice to the Disclosing Party, in order for the Disclosing Party to obtain a protective order. If the Disclosing Party is unable to obtain a protective order, the Confidential Information may be disclosed only to the extent necessary under the law.
• Either Party is not permitted to discuss the other Party’s affairs with any member of the press and other news media without written authorization from the appropriate authorized representative of such other Party.
• Each Party acknowledges and agrees that any breach of the confidentiality obligations set forth in this Clause shall cause the other Party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a breach, the Disclosing Party may seek injunctive or other equitable relief to enforce these terms of services in addition to any available legal remedies.
• All Confidential Information disclosed by the Disclosing Party hereunder is provided "AS IS" and without warranty of any kind. All Confidential Information shall remain the property of the Disclosing Party. Nothing contained in this Clause or any disclosure pursuant to these terms of services shall be construed as granting any license or right under any intellectual property right, whether present or future.
• This obligation to keep the information confidential by both Parties shall survive for a period of 1 (one) year after the determination, termination or expiration of these SaaS Services.

DATA SECURITY AND PRIVACY:

• You shall be using Botminds Cloud, which is a multi-tenant, shared instance. In Botminds’ Cloud, your data is segregated, however, it is maintained in a common server. You are required to secure its access through passwords.
• Botminds shall maintain physical and technical safeguards which are reasonably expected to protect the security, confidentiality and integrity of the data collected from the Customer (“Data”).
• Botminds shall collect certain essential information by virtue of your use of the SaaS Services and such data shall be protected and kept private by the Company.

TERM, RENEWAL, SUSPENSION AND TERMINATION:

• Unless renewed by giving Botminds a notice of at least 15 (fifteen) days, the access to the Platform shall be revoked at the end of the SaaS Subscription Term. Upon such expiry of the Subscription Term, Botminds shall suspend the access of the SaaS Services.
• During the SaaS Term/Subscription Term (i) You shall have the right to cancel forthwith its subscription to the Platform without assigning any reason within the 1st month of the Subscription Period. Upon such cancellation, the invoiced consideration shall be refunded; (ii) upon the expiry of the 1st month of the Subscription Period, then either Party shall have the right to terminate these SaaS services without assigning any reason by giving the other Party a 30 (thirty) days written notice to the other Party; (ii) If either Party breaches the material provisions of these terms and fails to cure such breach within 30 (thirty) days from being notified; (iii) If either Party becomes insolvent or bankrupt or makes a composition or arrangements with its creditors; or (iv) If either Party is wound up or a resolution for its winding up is made (other than for the purposes of an amalgamation or reconstruction whilst solvent); or (v) If either Party has a liquidator, provisional liquidator, receiver, administrator or an administrative receiver or manager of its business or undertaking appointed.
• The expiry or termination of the SaaS services shall be without prejudice to the rights and obligations of the Parties up to and including the date of expiry or termination and shall not affect or prejudice any term that is expressly or by implication provided to come into effect on or continue in force after, such expiry or termination.

INDEMNITY AND LIMITATION ON LIABILITY:

• Botminds shall be liable for and shall defend, indemnify and hold you, your affiliates, your employees, directors, contractors (the “Customer Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with: (i) any claim made by any third party (including, but not limited to, any claim made by any governmental or statutory authority) against your Indemnified Parties arising out of or in connection with the performance by Botminds of its obligations under these terms; (ii) any infringement (whether actual or alleged) of any patent or other intellectual property right arising out of or in connection with the performance of these terms by the Botminds; (iii) Breach of confidentiality obligations; (iv) willful misconduct, gross negligence or misrepresentations; and (v) Violation of Applicable Laws arising out of or in connection with the performance of these terms by Botminds.
• The foregoing obligations and indemnities do not apply with respect to portions or components of the SaaS Services (i) not supplied by Botminds, (ii) that are modified after delivery by Botminds, (iii) where you continue to allegedly perform infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where your use of the SaaS Service is not strictly in accordance with these terms. If due to a claim of infringement, the SaaS Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the SaaS Service to be non-infringing with substantially similar features and functionality, or (b) terminate these services.
• You shall be liable for and shall defend Botminds, its affiliates, their employees, directors, contractors (the “Botminds Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with any claim made by a third party on account of (i) Infringement of such third-party intellectual property right by you; (ii) willful misconduct, gross negligence or misrepresentations.
• Notwithstanding anything contrary to these terms, in no event shall either Party (or any Botminds or other supplier/subcontractor of Botminds) be liable to the other for any indirect, consequential, special, punitive, exemplary or incidental loss or damages of any nature arising out of or in connection with these terms at any point of time. In no event shall the aggregate liability of either party together with all of its affiliates arising out of or related to these terms of services exceed the total amount paid or payable by you hereunder for the SaaS Service giving rise to the liability in the twelve-month period preceding the first incident out which the liability arose. The foregoing limitation shall not apply to the Parties’ obligations (or any breach thereof) under Clause 5 (Restrictions and Responsibilities of Customer); Clause 9 (Confidentiality) and infringement of Intellectual Property.

GENERAL OBLIGATIONS AND WARRANTIES:

• Botminds shall ensure that its employees and representatives shall, in performing its obligations under these terms, comply in all respects with all relevant Applicable Laws, statutes, regulations and orders for the time being in force.
• Botminds hereby undertakes and covenants to not sub-delegate or further entrust, devolve or assign its rights and responsibilities in favour of any other person or party, however, if required the same shall only be undertaken upon prior intimation from you. Furthermore, in cases of sub-delegation or further entrustment or devolvement or assignment of its rights and liabilities in favour of any other person or party, Botminds fully understands and agrees that it shall not be relieved from any of its obligations or liabilities which have accrued towards you, hence Botminds covenants to be liable for the acts or omissions of its employees, associates, partners, agents etc.
• Botminds shall protect the data that it acquires during the term and shall take proper measures including without limiting the technical and security measures to safeguard the same.
• Botminds warrants that during the term of services: (i) the SaaS Service shall be performed materially in accordance with these terms of services with all due skill, care and diligence in a safe, competent and timely manner and in accordance with the Applicable Laws and requirements of the terms; ii) Botminds shall make commercially reasonable efforts to make the SaaS Services available to you as per Annexure I appended hereto; (iii) Botminds will employ then-current, industry-standard measures to test the Platform to detect and remediate viruses, trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Platform, and (iv) it has sufficient rights to the Platform to grant to you a non-exclusive, non-transferable license to use the Software and access the SaaS Services; (vi) the provision of the SaaS Services and the Platform and the use thereof by you in accordance with the terms shall not result in any infringement of third party intellectual property rights.
• The Service Levels for the SaaS Services is set forth in Annexure I appended hereto. The SLA sets forth the Customer’s sole remedy for the availability or quality of SaaS Services.

OTHER LEGAL PROVISIONS:

• Waiver: Neither the failure nor any delay on the part of any Party in exercising any right, power or privilege under these terms of services or the documents referred to shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
• Assignment: This SaaS Subscription Terms of Services, or any right or interest therein, shall not be assignable or transferable by any Party except with the prior written consent of the other Party. For the avoidance of doubts, change of control or internal reorganization of a party shall not deem to be an assignment for the purpose of this clause and no prior approval from the other party shall be required for the same.
• Relationship between the Parties: Botminds shall always for the purposes of these terms be independent contractors. These terms of services do not constitute Botminds as an agent, legal representative, partner or employee. Neither Party shall make any contract, agreement, warranty or representation on behalf of the other Party, or create any obligation, express or implied, on behalf of the other Party.
• Entire Agreement: These terms and conditions, along with the terms of the Order Form and/or the SaaS Agreement constitute the entire understanding and agreement between Botminds and its customers, including the Users, relating to the subject matter hereof and supersedes any and all prior agreements and arrangements,

GOVERNING LAW AND DISPUTE RESOLUTION:

• Customers in India: If you are a customer based out of India, these terms of service shall be governed by and construed in accordance with the laws of India. Parties shall try to resolve any dispute arising out of or in relation to these terms of services by mutual discussions, failing which the same shall be submitted to arbitration under the provisions of the Arbitration and Conciliation Act, 1996 (as amended and restated from time to time), by a sole arbitrator appointed mutually. The place of arbitration shall be Chennai, India and the language of arbitration, English.
• Customers in any jurisdiction other than India: In the event, you are a customer based out of anywhere else other than India, these terms of Service shall be governed by and construed in accordance with the laws of the State of Washington, United States of America, without reference to its conflict of law principles. Parties shall try to resolve any dispute arising out of or in relation to these terms of service by mutual discussions. Failing settlement, Parties consent to undertaking arbitration under the Federal Arbitration Act, and waive, any rights to the Jury Trial.

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