Cardbyte ai PRIVATE LIMITED
Cardbyte ai PRIVATE LIMITED
This End User License Agreement ("Agreement") is entered into and agreed upon in
connection with the use of cloud-based contact management services (“Services”)
CardByte AI Private Limited (“CAPL / Licensor”), a company incorporated and registered under the provisions of the Companies Act, 1956 and deemed existing under the provisions of the Companies Act 2013 with Corporate Identification Number No. U72900DL2019PTC346862, Permanent Account Number ABBCS6957R , GST Registration Number 07ABBCS6957R1ZE and having its registered address at House No. 58 S/F, Paschimi Marg Vasant Vihar, New Delhi, India – 110057 and the end user, being either an individual or an entity (“Licensor”)
you, either an individual or an entity (“You” / “Company” / “Licensee”)
This Agreement is made and entered into as of the date that You accept it as defined
below (the “Effective Date”).
BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY EXECUTING THIS AGREEMENT OR BY INSTALLING, ACCESSING AND USING THE SERVICES (DEFINED BELOW), YOU AGREE TO THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND CAPL AND SETS FORTH THE TERMS THAT GOVERN THE LICENSE PROVIDED TO YOU HEREUNDER. 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 THIS AGREEMENT. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED AND WILL NOT BE A PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT INSTALL,
ACCESS AND USE THE SERVICES.
1. APPLICABILITY
This Agreement and the clauses herewith will apply to users residing outside the
European Union (EU), European Economic Area (EEA) and Switzerland
(“Europe”).
2. DEFINITIONS
2.1 Affiliates means an entity now or hereafter controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity but only for so long as such control exists. CAPL Affiliates may provide some of the services or ancillary services (such as invoicing) under this Agreement.
2.2 Agreement means collectively this End User License Agreement, as well as any applicable Product-Specific Terms.
2.3 Authorized User: An individual who has been assigned a license by the Corporate User to access and use the Services.
2.4 Client(s) means, if You are an MSP, Your customer(s)
2.5 Cookies means small text files that a website saves on your computer or mobile device when you visit the site. It enables the website to remember your actions and preferences (such as login, language, font size and other display preferences) over a period of time, so you do not have to keep re-entering them whenever you come back to the site or browse from one page to another.
2.6 Corporate User means a business entity purchasing the Services for internal use and distributing licenses to employees, consultants, or authorized users.
2.7 Data Principle means the individual to whom the personal data relates, and the lawful guardian of the individual where such individual is a Child or a person with a disability.
2.8 Data Fiduciary means the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed.
2.9 Data Processors / Service Providers means any natural or legal person who processes the data on behalf of the Data Fiduciary. For the purpose of this Agreement, we are a Data Processor of your Personal Data. We may use the services of various Service Providers in order to process your data more effectively.
2.10 Device means (whether physical or virtual) a server, system, workstation, computer, mobile device, or end point upon which or through which the Services is used and/or on which the Services is installed.
2.11 Documentation means the official user documentation prepared and provided by CAPL to You on the use of the Services (as may be updated by CAPL from time to time). For the avoidance of doubt, any online community site; unofficial documentation, videos, white papers, or related media; or feedback does not constitute Documentation.
2.12 MSP means a managed service provider, working as a third-party authorized reseller of the Services.
2.13 Fees means any and all charges payable by You to CAPL pursuant to the use of the Services.
2.14 Personal Data means information relating to an identified or identifiable natural person that is disclosed or otherwise made available to CAPL and processed by CAPL in furtherance of provision of the support services pursuant to the Agreement. Personal Data includes but is not limited to, personally identifiable information, financial and payment information, authentication information, phonebook, contacts, SMS, and call-related data, microphone and camera sensor
data, and sensitive device or usage data.
2.15 Services means cloud-based contact management services provided by CAPL to its users pursuant to this Agreement incorporating a platform provided by CAPL that enables users to create digital business cards utilizing templates, share such cards with intended recipients, and access a contact management application that allows for the digital storage, exchange, and scanning of business cards. This also encompasses any updates, new releases, versions, modifications, or enhancements to the Services, whether provided as part of the original offering
or as subsequent updates, all of which are owned and provided by CAPL to You pursuant to this Agreement
2.16 Subscription means the Fees charged along with taxes for your use of the Services, as described during the account registration process or when making changes to your account plan
2.17 Usage Data means data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
2.18 User means an individual authorized by You to use the Services and Documentation, for whom You have purchased a license or to whom You have supplied a user identification and password. User(s) may only include Your and/or Your Affiliate’s employees, consultants, and contractors, and, if applicable, Your Clients.
2.19 Your Data or Data means data, files, or information, including data, files, or information that includes Personal Data, accessed, used, communicated, processed, stored, or submitted by You or Your Users related to Your or Your User’s use of the Services.
3. LICENSE
3.1 Nature of License
This Agreement is for the license of the Services on one of the following bases:
• Subscription Term License; or
• Perpetual License.
3.2 Grant of License
4.1. Upon payment of the applicable Fees for the Services and subject to Your continuous compliance with this Agreement and the Documentation, CAPL hereby grants You a limited, worldwide, nonexclusive, nontransferable license to use the object code of the Services; in each case, solely for your own internal business purposes or if you are an MSP, solely on behalf of your Clients and subject to the terms contained herein. Subject to the terms and conditions of this Agreement, Your Affiliates may use the license granted hereunder, and You are responsible for their compliance with this Agreement.
4.2. Subject to the terms and conditions of this Agreement, the Corporate User may allocate access to Authorized Users to use the license granted hereunder for internal business purposes.
4. LICENSE RESTRICTIONS / OBLIGATIONS
4.1. You guarantee that any information and other content, such as your profile information and Personal Data / Information regarding the contacts contained in your device’s phone book, that you may share with CAPL as a User of the Services (together “Content”), to the best of your knowledge, is correct, not in violation of applicable law, will not corrupt or disrupt the Services, and that you have the right to share the Content with CAPL in order for CAPL to provide the Services and share the Content with other Users.
4.2. Except as otherwise agreed separately in writing between us you shall not make any commercial use of the Services or the Content or otherwise transfer for value the Services or the Content. You agree not to challenge CAPL's rights in, or otherwise attempt to assert any rights in, the Services or any Content provided by other Users, except those rights explicitly granted under this Agreement. You agree to use the Services and Content only as expressly permitted under this Agreement.
4.3. You agree not to use the Services, Content or information to attempt to circumvent the regular operation of the Services or reduce the fees or consideration that we may derive from the Services by any means including by creating multiple accounts, redirecting traffic, following other fraudulent or deceptive practices, creating a parallel repository thereof, or seeking to by-pass the Services or compete with us.
4.4. Scraping of any information contained in the Services, by use of automated systems or software to extract data, including any Content and any third-party information accessible via the Services, is strictly prohibited.
4.5. You may not use the Services or the Content in any way, which is illegal, harmful, or may be considered offensive by CAPL, other Users or third parties. You agree not to exploit the Services or the Content in any unauthorized way whatsoever, including but not limited to, trespassing or burdening network capacity.
4.6. You further agree not to use our Services or Content in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and you acknowledge and agree that CAPL is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Services.
4.7. Notwithstanding any other remedies available to CAPL, you agree that CAPL may suspend or terminate your use of the Services without notice if you use the Services or the Content in any prohibited manner, and that such use will be deemed a material breach of this Agreement.
4.8. Corporate Responsibility - The Corporates User is responsible for ensuring that its Authorized Users comply with this Agreement. Misuse of the Services by an Authorized shall be deemed a breach by the Corporate User.
4.9. MSP Responsibility - If You are an MSP, You further acknowledge, agree, and warrant that: (i) You have sufficient technical infrastructure, knowledge, and expertise to perform Your duties for Your Clients; (ii) You are the point of contact for Your Clients, and will provide all problem resolution and support services to Your Clients; (iii) You will be responsible for billing, invoicing, and collection for Your Clients; and (iv) You will operate at Your own expense and risk under Your own name as an MSP. For the avoidance of doubt, You are solely responsible for informing Clients that You are their point of contact for use of the Services, including with respect to all problem resolution and support services. If You are licensing the Services for the benefit of a specific Client only, You must identify that to CAPL in writing at the time of order. However, in all events You remain the licensee for the Services until such time as Services may be transferred to an identified Client under the limited conditions set forth in the preceding sentence, for which CAPL may require additional documentation in connection with any such transfer. For any other licensed purchased by You, You shall at all times remain the licensee.
5. CONFIDENTIALITY
5.1. Confidential Information means any nonpublic information, in tangible or intangible form, disclosed under this Agreement that a party to this Agreement (“Disclosing Party”) designates as being confidential by legends or other markings or in a separate writing provided contemporaneous with the disclosure to the party that receives such information (“Receiving Party”). Confidential Information includes the pricing, discounts, or terms under which the Services is offered to Company. Confidential Information may also include confidential information disclosed to a disclosing party by a third party.
Confidential Information shall not include any information, excluding Personal Data, however designated, that: (i) is (or subsequently becomes through no fault of the Receiving Party) publicly available; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) was lawfully received by the Receiving Party from a third party without such restrictions; or (iv) is independently developed by Receiving Party without breach of this Agreement or access to, reference to, or use of the Confidential Information.
5.2. Protection of Data. You agree that CAPL will process configuration, performance, usage, and consumption data, which may include hardware identification, operating system, application software, peripheral hardware, internet protocol address, about You and Your Users’ use of the Services in order to improve CAPL’s products and services in accordance with its Privacy Notice.
To the extent that this information constitutes Personal Data, CAPL shall be the controller of such Personal Data. Each party shall comply with its respective obligations under applicable data protection legislation and will maintain appropriate administrative, physical, technical and organizational measures that provide an appropriate level of security for Confidential Information and Personal Data.
5.3. Protection of Confidential Information. Receiving Party may use Confidential Information of Disclosing Party to exercise its rights and perform its obligations under this Agreement; in connection with the parties’ ongoing business relationship; or as otherwise set forth herein. Receiving Party will not use any Confidential Information of Disclosing Party for any purpose not permitted by this Agreement and will disclose the Confidential Information of Disclosing Party
only to the employees or contractors of Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement. Receiving Party will utilize commercially reasonable efforts to protect Confidential Information from unauthorized or unlawful processing by maintaining appropriate technical and organizational measures that help to provide an appropriate level of security for
Confidential Information. The parties will each be responsible for any breach of this Agreement by their consultants or agents. Confidential Information shall remain at all times the property of the Disclosing Party. No rights to use, license or otherwise exploit the Confidential Information are granted to the Receiving Party or its agents, by implication or otherwise. The obligations set forth in this Section 6 shall survive for three (3) years after the Term or termination of this
Agreement except with respect to trade secrets disclosed hereunder which shall remain subject to this obligation indefinitely.
6. PROPRIETARY RIGHTS
The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. CAPL and its licensors shall retain ownership in and to the Services and to all related intellectual property rights, including without limitation copyrights, trademarks, trade names, database rights and patents. You are granted only a limited right to
use the Services subject to these Terms and no intellectual property rights are or will deemed to be transferred or licensed to You except as contemplated herein.
7. THIRD PARTY CONTENT
The Services may contain links to external content provided by third party websites and services. Such third-party content, websites and services may be subject to the respective third-party terms and conditions and CAPL will not be liable for any such third-party content, websites, or services.
8. DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, CAPL makes no warranty or representation, either express or implied with respect to the Services, their quality, performance, merchantability, fitness for a particular purpose or non- infringement of third-party rights. The Services are provided ‘as is’ and You agree that the Services are used at your own risk.
You understand and acknowledge that the Services may be unavailable from time to time and that CAPL will not be liable for your inability to use the Services for whatever reason.
CAPL makes no warranty or representation that the Services are available for use in any particular location. To the extent You choose to access and use the Services, You do so at your own initiative and are responsible for compliance with any applicable laws in connection with such access and use of the Services.
9. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, You expressly agree that CAPL shall in no event be liable for any direct, indirect, special, incidental, consequential or exemplary damages, including but not limited to damages for loss of profits, data and goodwill, arising out of the use or inability to use the services or the content, even if advised of the possibility of such damages. In particular, and without limitation, CAPL shall have no liability for any information stored or processed within the Services, including the costs of recovering such information. Your only right or remedy with respect to any problems or dissatisfaction with the Services, is to uninstall the CAPL applications and cease to use the Services.
CAPL shall not be liable for the validity, reliability or correctness of the content and information provided through and in connection with use of the Services. Any use of the content and information obtained through the use of the services shall be at your own discretion and risk.
Nothing in this Agreement shall limit or exclude our liability for any liability that mandatorily cannot be limited or excluded by law, including any rights You may have as a consumer under mandatory consumer law.
10. FEES
CAPL reserves the right to charge Fees along with taxes for your use of the Services, as described during the account registration process or when making changes to your account plan (“Subscription”) unless you cancel the Services, in which case you agree to still pay these Fees through the end of the Subscription. You agree to pay such Fees in accordance with the terms set forth in such account registration or change to account plan.
All fees are, except as otherwise expressly provided herein or as required by applicable law is non-refundable.
CAPL reserves the right, in its sole discretion, to change the published prices without any notice. Furthermore, CAPL reserve the right to change the Fees for the Services tied to your account upon thirty (30) days advance notice of the applicability of such change to the Fees and shall not apply to Fees already charged to your account.
Failure to pay these Fees may result in suspension or termination of your Service or Subscription.
If you purchase a Subscription, it will continue indefinitely until canceled by you. After your initial Subscription commitment period, and again after any subsequent Subscription period, your Subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing until you cancel. You agree that your account will be subject to this automatic renewal feature. If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, you must do this through your mobile device platform to avoid additional billing. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term, and your Subscription will not be renewed after your then- current term expires.
You acknowledge that you are fully responsible for the internet connection and / or mobile charges that you may incur for using our Services. Please consult your internet carrier, mobile operator, etc. for further information.
11. INDEMNIFICATION
You agree to defend, indemnify and hold harmless CAPL, its officers, directors, employees, and agents, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection to or use of the Services, including but not limited to any breach by You of this Agreement, any claims arising from the content you submit, post, transmit or make available through the Services, and any misuse of the Services or claims against CAPL by an End User.
CAPL will indemnify and hold You harmless from any third party claim brought against You that the Services, as provided by CAPL to You under this Agreement and used within the scope of this Agreement, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Services by You is in conformity with the Agreement; (ii) the infringement is not caused by modification or alteration of the Services made by You or a party at Your direction, other than as specified by CAPL in writing; and/or (iii) the infringement was not caused by a combination or use of the Services with products not supplied by CAPL.
12. GOVERNING LAW AND JURISDICTION
The relationship pursuant to this engagement between you and CAPL shall be governed by laws of India and all claims or disputes arising from or in relation thereto shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction in New Delhi. CAPL reserves the right to refuse, suspend, limit or terminate any Services to you under this Agreement, in its sole discretion, at any time and for any reason, including, but not limited to, violation of this Agreement.
13. TERMINATION
Your right to use the Services continues until this Agreement is terminated. CAPL may terminate this Agreement and your use of the Services at any time with thirty (30) days’ advance notice.
You may terminate this Agreement at any time by uninstalling the CAPL applications and ceasing the use of the Services. This Agreement will automatically terminate if You fail to comply with them. Upon any termination, You agree to cease using the Services. Upon termination by you, or by CAPL due to your breach of this Agreement, you will not be refunded any Fees or other
Prepaid Fees, if any. Upon termination by CAPL without cause, You will be refunded any unused prepaid Fees upon your written request, provided a receipt of such Fees and a clear payment instruction are included in your request.
Provisions of sections, Disclaimer of Warranties, Limitation of Liability, Termination and Governing Law shall survive any termination of this Agreement.
14. FORCE-MAJEURE
CAPL shall not be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of god, war, riot, crime, terrorist attacks, embargoes, acts of civil or military authorities, widespread internet outages, fire, floods, earthquakes, accidents, strikes, fuel or energy change in the policies of IOS Platform provider or government policies. In the event of any such delay, any applicable period of
time for action by CAPL may be deferred for a period equal to the time of such delay.
15. NON-SOLICITATION
You may not use the Services to solicit, interfere with, or endeavour to entice away from CAPL any CAPL customer, user, or subscriber.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Services or by written permission of CAPL or by acting as an agent contracted by a third-party to act on its behalf.
If you are interested in becoming a CAPL partner, reseller, or affiliate, we are happy to talk with you. Interested affiliates, please email team@cardbyte.ai.
16. ADDITIONAL TERMS & CHANGES
As CAPL provides global Services, additional Terms of Agreement may apply to Users in certain jurisdictions and will in such cases be made available in appendices and incorporated hereto.
CAPL may change the Agreement at any time, such as by adding or removing features or discontinuing the Services. CAPL also reserves the right to modify this Agreement at any time by providing revised Agreement to the User or by publishing the revised Agreement within the Services.
17. NOTICES
All notices must be in writing and shall be mailed by registered or certified mail to be sent via email to support@cardbyte.ai (with evidence of effective transmission).
18. COUNTERPARTS AND EMAIL SIGNATURE
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The Parties may exchange signature pages by email and such signatures shall be effective to bind the Parties.
19. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
20. RECORDS
You will maintain and make available to CAPL on request all information and records necessary to demonstrate compliance with this Agreement. Upon written request, You shall provide CAPL with an affidavit declaring Your usage and installation of the licensed Services and Your compliance herewith. CAPL shall have the right, upon reasonable written notice to You, to conduct an inspection and audit of all relevant facilities and records of Yours solely to confirm compliance with this Agreement in relation to use and installation of the licensed Services (and the corresponding quotes relating to the Services). Such audit shall be conducted during regular business hours and shall not interfere with normal business activities. If CAPL determines that the licensed Services is in excess of the purchased Services, CAPL will invoice You for any underpayment of fees. If you elect instead, you may authorize CAPL to electronically access and
audit Your use of the Services and compliance with this Agreement through Your computer systems and network via electronic means.
