Anti-Spyware PolicyEDISPHERE believes that Spyware is a threat to consumer privacy and a consumer's experience online. Spyware refers to any executable software application that is installed on a user's personal computer and covertly gathers and transmits personal information through the user's Internet connection without the knowledge or consent of the user. Cookies are not considered Spyware. Spyware may gather personal information, such as e-mail addresses and credit card information, and may even alter personal computer settings. Intentional use of Spyware by any EDISPHERE employee, agent, partner or affiliate on EDISPHERE behalf will not be tolerated and will be considered grounds for dismissal, contract termination and/or loss of payment.
Use of InformationEDISPHERE will use personal information to market products and services to Customers and Visitors that EDISPHERE believes may be of interest to them, to provide services and products requested by Customers and Visitors and to enable its vendors and contractors to provide and assist EDISPHERE in the marketing and provision of such services and products to EDISPHERE, Customers or Visitors. However, we will not share your credit card information with any third parties unless they are involved in processing payments for services that you have purchased from EDISPHERE. EDISPHERE only works with partners whom we believe maintain high standards with respect to privacy and consumer rights. EDISPHERE may also use and disclose personal information to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our service or network, to investigate fraud or violations of our Terms of Service, as required by courts or administrative agencies or in connection with a sale, merger or reorganization of EDISPHERE business. Non personal information may be shared with any number of third parties by EDISPHERE.
CPNIIn the course of providing services to you, we collect and maintain certain customer proprietary network information ("CPNI"). CPNI includes the types of services you currently purchase, related usage and billing information for those services. Your telephone number, name and address are not CPNI. We value our relationships with our customers and are committed to respecting and protecting your CPNI. Accordingly, we do not sell, trade or share your CPNI, including your data exchange records outside of EDISPHERE family of companies or with anyone not authorized to offer our products or services, or to perform functions on our behalf except as authorized by you or required by law. Generally, we can use your CPNI to offer additional services to you, and for billing and collections purposes. We can also disclose your CPNI for legal or regulatory reasons, including in response to subpoenas and court orders. We can also use CPNI to investigate fraud and to prevent violation of our Terms of Service and unlawful use of our network, services and other customers.
SecurityEDISPHERE has invested and deployed a wide variety of technology and security features to make reasonable efforts to ensure the privacy of information on its network. In addition, EDISPHERE has implemented operations guidelines to ensure Customer and Visitor privacy is safeguarded at every level of its organization. EDISPHERE will continue to revise policies and implement additional security features as new technologies becomes available. However, no system or service can give a 100% guaranty of security, especially a service that relies upon the public Internet. Therefore, you acknowledge the risk that third parties may gain unauthorized access to your information when using our services. EDISPHERE on demand subscription model EDI service uses single-instance multi-tenant architecture for providing EDI service in which same program instance and database is used for all customers. The data specific to customers is secured in the database by way of record level customer number (Tenant ID) separation. Your files are secured using separate directory/folder structure not accessible to other customers.
CommunicationsEDISPHERE will not read, listen to or disclose to any third parties private e-mail, conversations, or other communications that are transmitted using EDISPHERE services except as required to ensure proper operation of services or as otherwise authorized by law. You should be aware that any personal information which you voluntarily include and transmit through publicly accessible forums (i.e., such as chat rooms, blogs, instant messages, listservs) may be viewed and used by anyone with access to such forums. EDISPHERE is unable to control such uses of your personal information, and by using such services you assume the risk that the personal information provided by you may be viewed and used by third parties.
Account InformationSubject to certain security requirements, EDISPHERE will do its best to honor requests from Customers for account information, for example, name, address, company, or billing information. The Customer is responsible for ensuring that the information on file with EDISPHERE is current and accurate.
Opt-out PolicyIf you do not want your personal information used by EDISPHERE for any direct marketing purposes, then you may opt-out of such disclosures by either calling us or making appropriate changes to your account settings. However, we are not responsible for removing your personal information from the lists of any third party who has previously been provided your information in accordance with this policy. Since EDISPHERE must use a Customer's personal information in order to provide them with EDISPHERE services, Customers cannot opt-out of all uses of their personal information unless they cancel their service.
Changes to policyWe reserve the right, at our discretion, to change, modify, add, or remove portions from this policy at any time by posting such changes here. You should review this policy regularly for changes, and can easily see if changes have been made by checking the Effective Date below. However, if at any time in the future we plan to use personal information in a way that differs from this policy, we will post such changes here and provide you the opportunity to opt-out of such differing uses. Your continued use following the posting of any changes to this policy means you accept such changes.
IndiaOur service is headquartered in India. By using our services, you authorize the export of personal information to India and its storage and use as specified in this policy.
TERMS OF SERVICE AGREEMENT
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS WHICH CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT (THE "AGREEMENT") GOVERNING YOUR USE OF ANY-TO-ANY.COM SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR “SUBSCRIBER” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
I. TERMS AND CONDITIONS
- Subscriber must have the capability of sending or receiving data electronically using either EDI or other agreed format via access on the Internet provided by a third party Internet Service Provider ("ISP").
- This Agreement shall become effective on the date of registration and shall continue for a minimum period of 90 days. Subscriber may terminate the Services (i) at any time after this minimum period upon a thirty-day prior written notice to EDISPHERE, or (ii) in the event of default by Subscriber not cured within fifteen days after Subscriber receives from EDISPHERE written notice of such default.
- Subscriber shall be allowed to use Services to exchange, view, transmit, and/or receive data in pre-defined standardized formats. Access to Subscriber's working area will require a valid user ID and password ("access codes") provided by EDISPHERE. In using the Services, it is the Subscriber's responsibility to secure its own access codes and monitor the use of these access codes.
- EDISPHERE shall use reasonable efforts to maintain the Services to be operated continuously with the exception of the time necessary for scheduled and unscheduled hardware and software maintenance. The Service Level Agreement (SLA) is specified at URL http://www.any-to-any.com/service_level_agreement.
- Subscriber shall be responsible for complying with all the data requirements of its trading partner(s). Subscriber shall promptly notify EDISPHERE of any change to these requirements.
- Subscriber agrees to pay for charges posted in the Subscriber's account for the use of the Services via the credit card information provided to EDISPHERE, or a previously approved payment method. Pricing and all pricing changes for the Services will be listed in the EDISPHERE website. Subscriber agrees to pay all charges invoiced (including applicable taxes) on account of Subscriber's use of Services, referenced under the Subscriber's access codes, upon receipt of the invoice by Subscriber. EDISPHERE reserves the right to modify the Services pricing from time to time upon thirty-day written notice of any such modification.
- Subscriber shall be able to change its subscribed monthly service plan from time to time upon thirty-day written notice to EDISPHERE.
- Subscriber will be responsible for all charges resulting from its uses of the Services, including any unauthorized use. Subscriber agrees to notify EDISPHERE, in writing, of any unauthorized uses, and to immediately change its access codes and take other security measures to prevent further unauthorized uses.
- EDISPHERE may, in its sole discretion, suspend without notice, or terminate with notice, Subscriber's use of the Services in the event of a breach of this Agreement, including, but not limited to, failure to pay service charges, an extended period of inactivity, or verification that a third party's rights are being interfered with or infringed upon.
- Invoices are due and payable upon receipt by Subscriber, and a late fee will be assessed, in addition to the amount due, if payment is received more than twenty one days after the date of the invoice. The parties agree that the late fee imposed upon Subscriber shall be five percent (5%) per month on the accruing outstanding balance. Any question or dispute concerning invoices must be submitted in writing within thirty days of the date of invoice. In the event of non-payment of charges for twenty one days after invoice dates, EDISPHERE may terminate this Agreement and the Services provided for hereunder without further notice. Once terminated under this provision, Subscriber will have to pay a reinstatement fee of Rupees Ten Thousand (INR 10,000/-) in addition to the amount due and interests thereof if Subscriber would like to reactivate its account.
EDISPHERE acknowledges that all data provided to EDISPHERE by Subscriber or by Subscriber's trading partner is confidential. EDISPHERE shall use reasonable efforts to keep this data confidential, while it exists within EDISPHERE facility. EDISPHERE will not use such data for any purpose and will not disclose such data to any persons except:
- Subscriber's trading partner for data sent to EDISPHERE by Subscriber; and
- Subscriber for data sent by Subscriber's trading partner to which such data was intended to be transmitted.
II. DISCLAIMER OF WARRANTIES
Given the large number of data sources and the inherent danger of electronic distribution, delays, omissions, and/or inaccuracies may occur in such information and the Services. EDISPHERE, ITS AFFILIATES, SUBSIDIARIES, AGENTS, AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION TRANSMITTED THROUGH THE SERVICES, OR THE SERVICES ITSELF. EDISPHERE EXPRESSELY DISCLAIMS RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SAID INFORMATION, AND THE RESULTING DAMAGES FROM THE USE OF SUCH INFORMATION, OR FOR THE INTERRUPTION OF THE USE OF SERVICES. EDISPHERE DOES NOT DETERMINE THE LEGALITY OF INFORMATION TRANSMITTED THROUGH THE SERVICES NOR DOES EDISPHERE EVALUATE WHETHER THE TRANSMITTED INFORMATION OR USE OF THE SERVICES INFRINGES UPON THE RIGHTS OF ANY THIRD PARTY. EDISPHERE DOES NOT ACT AS ARBITER OF DISPUTES BETWEEN SUBSCRIBER AND THIRD PARTY COMPLAINANTS ARISING OUT OF THE USE OF THE SERVICES.
Subscriber agrees to indemnify and hold EDISPHERE harmless from all losses, damages, claims, actions or causes of action, expenses, judgments, penalties, and other liabilities arising from:
- The unauthorized access to Subscriber's working area provided by the Services, or access codes, by any third party,
- Errors or omissions in data supplied by Subscriber or its trading partners through the Services
- Delays or errors in transmission of data, and the failure to function, or malfunction, of the Services,
- Intellectual property (patent, trademark, service mark, trade-name, trade secret, or copyright) infringement or dilution on account of information provided through the Services,
- Tortious interference with contract or prospective business advantage, unfair competition, defamation or injury to business reputation, or
- Use, negligent use, or fraudulent use of the Services by Subscriber, or any other authorized or unauthorized third party.
IV. DISCLAIMER AND LIMITATION OF LIABILITY
The Subscriber agrees that the liability of EDISPHERE, its affiliates, subsidiaries, agents, and licensors, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with the Services, or the information transmitted by and through the Services, shall not exceed the amount paid to EDISPHERE for the transmission of the particular information in question. In the event of failure of the system, EDISPHERE total responsibility will be to use its best efforts to correct any such failure or malfunction. In no event will EDISPHERE, its affiliates, subsidiaries, agents, or licensors be liable to the Subscriber or anyone else for any decision made or action taken by the Subscriber in reliance on such information or for any consequential, special, incidental, indirect, or similar damages. Neither EDISPHERE, any of its affiliates, subsidiaries, agents, or licensors shall be liable to the Subscriber or anyone else for any loss or injury caused in whole or part by its negligence or contingencies beyond its control in procuring, compiling, interpreting, reporting, or delivering the Subscriber's or Subscriber's trading partners' data, and any information transmitted through the Services.
V. TITLE and LICENSE
Subscriber understands that certain proprietary software belonging to EDISPHERE may reside on Subscriber’s facilities (the “Software”) during periods of connection of those facilities to the Services. Subscriber acknowledges and agrees that, subject to the limited license provided herein, all rights and interest in the Software remain with EDISPHERE and no title or interest in the Software is transferred to Subscriber under this Agreement. EDISPHERE hereby grants Subscriber a single-user, non-exclusive, non-transferable limited license to use the Software via EDISPHERE site for purposes of this Agreement only and in the regular course of its business. Subscriber agrees not to transfer, adapt, modify, otherwise copy, reverse assemble, reverse compile or otherwise translate or distribute the Software or rent, lease, assign or attempt to license it. The license shall terminate with the termination of the Agreement. You may not access the Service if you are a direct competitor of EDISPHERE, except with EDISPHERE's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violates third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
- Governing Law: This Agreement shall be construed and enforced in accordance with the laws of India and subject to exclusive jurisdiction of Courts at New Delhi and no other Court.
- Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
- No Assignment: Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.
- Headings: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
- Final Agreement: This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. By completing the bottom section of the online registration process, the Subscriber's signatory certifies that they are authorized to legally bind the Subscriber to the Agreement, and that the Subscriber agrees to the enclosed terms and conditions, and that the Subscriber agrees to be bound by the online registration as if the Agreement was executed in hard copy.
SERVICE LEVEL AGREEMENT (“SLA”)
The following agreement controls the use of Service Level Agreement (“SLA”) for the Service.
EDISPHERE is committed to providing uninterrupted Service for which it has hosted the Service in high-availability architecture at a state-of-the-art data centre whose service level agreement commits 99.99% service availability.
A Service Availability (“Availability”) is defined as the time, based on a twenty-four hour day and measured on a monthly basis; the Service is in production minus any downtime that adversely affects the Service. For purposes of measuring Availability, the Service will be deemed to be available during periods of downtime for Scheduled Maintenance (as defined below) performed in accordance with the provisions of this SLA.
A Service Availability outage (“Outage”) begins when EDISPHERE is notified or becomes aware (whichever occurs first) that the EDISPHERE Service is not available and ends upon restoration of the affected EDISPHERE Service. The total Outage time is calculated by taking the difference between the start time and end time of the Outage. EDISPHERE will, upon the request of Company, provide a report (“Performance Report”) describing all Outages and calculating Availability for the prior calendar month.
In an event of aggregate Outages that result in a failure to meet the Service Availability Target specified below, Company shall be entitled to a refund as set forth below:
- To be eligible for a refund, Customer must submit a request for refund in writing within fifteen (15) days of receipt of the Performance Report reporting the Outage.
- The request for refund must include a description of the Outage and any applicable Trouble Ticket Number or Support Case.
EDISPHERE will pay the refund (or provide equivalent credit) to Customer within thirty (30) days of submission by Customer of the request for refund unless the refund is reasonably disputed in writing by EDISPHERE, in which case the parties will work together in good faith to resolve such dispute in a timely manner. The amount of such refund shall be based on the aggregate volume of time the Service that would otherwise have been active but for the Outage were inactive. Penalties do not apply to Outages caused by the negligence or acts of Customer, its User(s), its service/telco carrier providers, or their agent(s). Provided that EDISPHERE has complied with all provisions of their Security, Availability and Disaster Recovery policies, penalties do not apply to Outages caused by: (i) failure of power; (ii) failure or malfunction of equipment or systems not belonging to or controlled by EDISPHERE or its agents or their respective affiliates; or (iii) circumstances or causes beyond the control of EDISPHERE or its agents.
Customer’s sole and exclusive remedies, and EDISPHERE’s sole and exclusive obligations, for any failure to meet the Service Availability Target are the specific refunds provided for in this SLA. The maximum refund required to be provided by EDISPHERE under this SLA, for any and all failure to meet the Service Availability Target set for in this SLA for any one month is equal to the fees otherwise due with respect to the month during which the violation(s) occurred.
Customer Support Hours of Operation
EDISPHERE provides three options for pursuing support: helpdesk requests logged via web, which is the primary medium of providing support as it also maintains support history. In the event helpdesk service is inaccessible to the Customer, requests logged via email and requests logged via telephone are also available. Our support technicians are normally available Monday through Friday from 9 AM to 9 PM IST. Based on support severity levels (specified below)) and support plans (specified below), support technicians are available outside normal hours of operation and on weekends.
Methods of Contact
The EDISPHERE support staff is available at:
- Email: email@example.com
- Web: http://helpdesk.edisphere.com
- Phone: +91 712 664 8601
Service Availability Target & Scheduled Maintenance
EDISPHERE will maintain 99.99% Service Availability (“Service Availability Target”). To ensure this high level of system uptime and keep Service operating optimally, it is necessary to perform regular, routine maintenance (“Scheduled Maintenance”) that, on occasion, may affect system availability. EDISPHERE further reserves the right to schedule additional Scheduled Maintenance on an emergency basis on twelve (12) hours notice, for not more than eight hours at a time. Such Scheduled Maintenance will not necessarily take the entire time period listed below and will not necessarily be performed each week. 1. Weekly Maintenance occurs Saturday mornings between 12am - 4am IST. 2. All efforts have been put in place to isolate weekly maintenance from availability of the actual EDISPHERE Service itself. Although not guaranteed, EDISPHERE Service will typically be unavailable during this window for less than five (5) minutes (the time taken to gracefully shutdown and restart the service).
To initiate the EDISPHERE support process for any problems, Company must first log a Support Case through the EDISPHERE helpdesk system. For any and all issues related to Service, the Customer Support Representative will be the first point of contact. EDISPHERE will also maintain an escalation process if the customer support does not responds within the SLA response time. Company will provide EDISPHERE with a contact list and phone numbers for the following persons to manage problem escalation:
- Customer Account Representative
- Product Manager (back-up)
- Managing Director (back-up)
Support plan (Platinum, Gold, Silver)
- Silver – 12 x 5, Mon-Fri, 9AM-9PM IST (excludes designated holidays)
- Gold – 24 x 5, Mon-Fri, 24 hours, (excludes designated holidays)
- Platinum – 24 x 7, all days, 24 hours
- Priority of the support request (Urgent, High, Medium, Low)
|Priority||Platinum (24x7)||Gold (24x5)||Silver (12x5)|
|Urgent||0 – 2 hours||0 – 4 hours||0 – 8 hours|
|High||0 – 4 hours||0 – 8 hours||0 – 12 hours|
|Medium||0 – 8 hours||0 – 12 hours||0 – 16 hours|
|Low||24 hours||36 hours||48 hours|
Support issues are classified as:
Urgent (Fatal) Problem - Complete Service failure. The Service is insecure, inaccessible or inoperable. There is no viable workaround.
The fix or workarounds will be tested, and deployed in the shortest possible time, bypassing the normal deployment process.
High (Serious) Problem - Primary business requirements could not be met. There are no easily apparent viable workarounds. Performance, functionality, or usability is seriously degraded.
The fix or workarounds will be tested, and deployed in the shortest possible time, bypassing the normal deployment process.
Medium (Normal) Problem - Business requirements can be met with the Service. Workaround is apparent. Performance, functionality, or usability is not seriously degraded. Changes in existing maps that affect integration with the partners are medium priority issues.
Problem will be assessed and the appropriate solution will be deployed using the normal deployment process as early as possible.
- Low (Minor) Problem – There are usually “How to do” issues, feature suggestion, request for new implementation / integration, etc. that does not affect the current working of the customer.
EDISPHERE Software Private Limited
ANY-TO-ANY.COM Pilot Program/BETA Test AgreementValid Only If Signed By December 31, 2014
Pilot or Beta Test or Evaluation
This Pilot or Beta Test or Evaluation Agreement (“Agreement”) is by and between EDISPHERE Software Private Limted (“ESPL”), and the following Pilot/Beta Test/Evaluation participant (“Evaluator”):
Company Name: ____________________________________________________________________
In consideration of the mutual promises of ESPL and Evaluator, the parties agree as follows:
- ESPL is the owner of the startup Electronic Data Interchange (EDI) Service, identified by ANY-TO-ANY.COM at website http://www.edisphere.com and http://www.any-to-any.com, which ESPL desires to have tested by the Evaluator till March, 2015; in what is commonly referred to as "Pilot Period” or “Beta Test Period". The Evaluator desires to test and evaluate the Service’s suitability for use in its business.
- By signing this Agreement, the Evaluator agrees to following terms and conditions to use ANY-TO-ANY.COM Service, including offline components (collectively, the “Service”) for participation in the Pilot Program.
- Evaluator shall have the capability of sending and receiving data electronically using agreed format via access on the Internet provided by a third party Internet Service Provider ("ISP").
- The Evaluator’s primary and supervisor technical contact for EDI integration shall be as specified at the time of registration unless conveyed differently over email.
- The ESPL’s primary and supervisor technical contact for EDI integration shall be as specified in the pilot program unless conveyed differently over email.
- Evaluator shall promptly provide mapping information, sample data, communication information, trading partner information, and facilitate with their trading partners for early integration with the Service.
- Evaluator shall report to ESPL, as soon as practical, any perceived defect in the Service and, following the discovery of any defect, shall terminate its use of the Service until corrected. At the conclusion of the Beta Test, Evaluator shall provide to ESPL an evaluation report of the Service, including both positive and negative aspects.
- ESPL agrees that the Service to Evaluator is free of all charges, including, EDI integration and Usage charges, till the Pilot Period, with no obligation on part of the Evaluator to use the Service after completion of the Pilot Program. ESPL and Evaluator each reserve the right to terminate this Agreement for any reason prior to the completion of the evaluation period.
- Evaluator agrees that continuation of Service after the Pilot Period shall be via separate subscription and service level agreements; and at charges mutually agreed, accepted at least one month in advance.
- ESPL acknowledges that Service is designed for uninterrupted use in multi-tenant single-instance shared architecture by different Evaluators (or subscribers), which has built in data security by way of row level tenant identification at database level and secure separate tenant specific folders at file level in order to ensure that data of different Evaluators do not get mixed.
- Evaluator acknowledges that the Service provided under this Agreement is a prototype and does not represent a completed Service. ESPL makes no representation or warranty, express or implied, that the operation of the Products will be uninterrupted or error free. Evaluator agrees that it shall use the Service in only a hazard-free, non-critical production or test environment and all its trading partners connected to the Service are deemed signatory to this Agreement.
- EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY: THE SERVICES ARE PROVIDED “AS IS”. ESPL DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ESPL BE LIABLE FOR (I) LOST PROFITS, LOST SAVINGS, SPECIAL, INDIRECT OR INCONSEQUENTIAL DAMAGES OF ANY KIND, OR (II) ANY PERSONAL INJURY PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY OR IN TORT INCLUDING NEGLIGENCE.
- Each party agrees to maintain confidentiality of other’s proprietary information until this Agreement expires.
- ESPL agrees that it does not own any data, information or material that Evaluator submits to the Service in course of using the Service (“Evaluator Data”). However, Evaluator agrees that ESPL may use aggregate and anonymized data that is generated in the course of Evaluator using the Service for its own internal business purposes, including the development of marketing and sales collaterals.
- Evaluator acknowledges that ESPL shall be doing Live demonstration of the Service during trade shows, conferences, and in pursuing sales leads for explaining the features and benefits of the Service to the public.
- ESPL alone (and its licensors where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ESPL technology, the Content and the Service. This Agreement is not a sale and does not convey to Evaluator any rights of ownership in them.
- Evaluator may exchange business messages in form of EDI documents or other form of correspondences with third parties (or trading partners) during the course of using the Service. Any such activity, its terms and conditions, warranties, etc. is solely between the Evaluator and the applicable third party.
- Each party shall hold other harmless against third-party claims, costs, damages, costs, liabilities and expenses (including attorney fees), etc; for any infringements, omissions, and commissions related to the scope of the Service and this Agreement.
- This Agreement shall be governed by the laws of India with exclusive jurisdiction of the courts of New Delhi. Disputes, if any, should be addressed to the authorized representatives of the parties and all efforts must be made to resolve it amicably.
- This Agreement is the complete and exclusive Agreement between ESPL and the Evaluator, and supersedes all prior agreements, whether written or oral, relating to the Service. This Agreement may nor be changed or modified except by an instrument in writing signed by a duly authorized representative of both the parties. The parties agree to be bound by the online registration as if the Agreement was executed in hard copy.