Terms of Service
CLM – Terms of Service
IN ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.
IF YOU ARE USING OR ACCESSING THE SERVICE ON BEHALF OF A CORPORATION, PROPRIETORSHIP, PARTNERSHIP OR ANY OTHER ENTITY/ORGANISATION AS AN EMPLOYEE, AGENT, OR CONTRACTOR, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY/ORGANISATION AND TO BIND IT TO THE TERMS CONTAINED HEREIN.
These Terms of Service (“ToS” or “Agreement”) are entered into by and between HyperVerge Technologies Private Limited (“HyperVerge”, “we”, “our”, “us”) and the entity/organisation named as ‘Client’ in the CLM Order Form (“Client”, “your”, “yours”).
HyperVerge provides artificial intelligence-based contract lifecycle management services (“Services”) rendered through our SaaS platform/ web application (“Platform”).
These Terms of Service (“ToS”) govern your interaction with, access to and use of the Services which you shall be legally bound by and adhere to at all times. HyperVerge will make available to the Client, the Services documented in the CLM Order Form executed between HyperVerge and Client. The CLM Order is hereby incorporated into this Agreement by reference. In the event of any conflict between the CLM Order Form and the HyperVerge Terms of Service – the CLM Order Form shall prevail to the extent of conflict.
Any updates, modifications, revisions or amendments to the ToS shall be published herein from time to time. The most updated version of the ToS as published from time to time will govern your use and interaction with our Services. Your continued use of our Services on the publication of the amended ToS signify your deemed consent to the updated terms without requiring any further consent to be specifically obtained. We recommend that you peruse our ToS as updated from time to time to be aware of the terms that govern this Service and Platform.
“Confidential Information” means any non-public information disclosed by us to you in connection with the Services, either directly or indirectly, in writing, orally, visual or by inspection of tangible objects (including, without limitation, documents, financial information, client lists, sample code, potential client lists, client strategies, personally identifiable information, business processes, APIs, software, algorithms prototypes, and samples), and designates such information as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by the you. Information communicated orally shall be considered Confidential Information if indicated as such during disclosure or if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure.
You shall keep the Confidential Information/all information of confidential nature received from us during the course of the Service or otherwise concerning our business, property, contracts, trade secrets, materials or affairs, in whatever form, as strictly confidential and shall not disclose it to third parties without our prior written consent.
“Intellectual Property” means all worldwide rights in intellectual property including in trade names, trade name rights, trademarks, service marks, trademark rights, logos, trade dress, internet domain names, URLs, identifying symbols, logos, emblems, signs or insignia, including all goodwill associated with such marks; licenses, patents, patent applications, any reissues, re-examinations, divisionals, continuations, continuations-in-part and extensions thereof, patent rights, inventions (whether or not patentable), trade secrets, customer lists, databases, copyrights (including registrations and applications therefor), works made for hire, works of authorship, moral rights, technology, computer software in source and object code and related algorithms, models and methodologies and all other tangible embodiments thereof, documentation, know-how, processes, specifications, data and lab test results, formulas, projects in development, computer software, computer software modifications, enhancements and computer software derivative works, concepts, ideas, trade secrets, technical data and other proprietary non-public information and all other intellectual property and proprietary rights and rights of similar nature, of any kind or nature and however designated under any applicable law anywhere in the world and all derivatives thereof. The term “Intellectual Property Rights” shall be construed accordingly and shall mean and include any and all rights, benefits, title or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same).
All Intellectual Property and Intellectual Property Rights owned by us prior to your accepting this ToS shall solely vest with us, including any Intellectual Property developed by you through the use/utilization of Services. All Intellectual Property in connection with the Services/Platform and the Website is solely our property and ownership vests exclusively with us.
Key Representations and Warranties made by You
In your use and access of our Services/ Website /Platform, you represent and warrant the following to us:
- Any information shared by you at the time of onboarding and creation of your account with us and during your continued use of the same – any other information published by you on the application/website shall at all times be genuine, complete, true and accurate and you shall not provide any falsified information or misrepresent any such information;
- You have the necessary right, titles and permissions to publish the content shared by you and the same is not violative of any third party’s rights, including but not limited to third party’s right to privacy, any contractual obligations, infringement of third party’s intellectual property rights etc.
- You represent and warrant your full and continued compliance with the applicable laws and the terms and conditions applicable in respect to your use and access of our services.
- You shall not post any content that is immoral, illegal, infringing, harmful, sexually/racially offensive, abusive, libellous, defamatory or fraudulent. In the event any content posted by you violates any of our terms and conditions, we will remove the same on notifying you. We may also choose to revoke your access to our services and close your account for any violation of the terms and conditions applicable.
- You shall not in any manner attempt to or actually insert any harmful/malicious/ backdoor code, worm, trojan, viruses or any other software/hardware/devices that may be capable of distorting, modifying, disable, hacking, harming any part or whole of the Services/ Website /Platform in any manner whatsoever.
- You shall not download, modify, adapt, copy, distribute, publish without the prior written permission, any content belonging to or published by HyperVerge on its Services/ Website /Platform.
- You shall not data scrape, web-crawl, data mine, parse the data published and form a part of the Services/ Website /Platform using any technological/manual method for any purpose whatsoever. You shall not reverse engineer, decompile, disassemble, create derivative works of, frame, mirror, interfere with the proper workings of the Services/ Website /Platform.
- You shall not use the services for any commercialisation purposes or for reselling the same. Access and use of the Services rendered by HyperVerge to Client shall be used solely for the internal purposes of contract lifecycle management of the Client’s organization or entity and shall not be used for any other purpose or entity that has not been expressly authorized by HyperVerge.
We may engage select third party service providers, consultants, agents in order to render the Services to you and for the smooth functioning of the Platform for example -cloud hosting services, billing and payment gateways, cyber security services, performance measurement services etc. Any such sharing of your data with third parties by us shall be strictly on a need to know basis in compliance with the applicable laws and solely for the provision of Services to you.
HyperVerge shall not be responsible for any unavailability of Services, downtimes, errors due to errors or omissions by third parties which are outside of its reasonable control.
We may also share your data with law enforcement agencies/investigation agencies, to enforce our rights under our agreements with the end user, to provide recourse to other end users or investigate any matters of harassment, illegal activities, fraud, threat to individual safety etc and for any other purpose required to comply with our obligations under the applicable laws.
Subscription Term & Termination
The Subscription to the Services shall be active from the time you accept this To U and shall be in full force and effect for the duration mentioned in the CLM Order Form which shall be renewed for successive intervals of 1 year, unless expressly cancelled by you in accordance with this ToS (the “Term”). All Services shall be automatically withdrawn and terminated at the expiry of the Subscription and Term.
Either party may terminate this Agreement and the CLM Order Form if the other party materially breaches this Agreement and fails to cure such breach within 15 days following written notice of the breach from the non-breaching party.
The Client will be responsible to obtain consents applicable as required by applicable law to enable Service Provider to use, share, store, and process the information provided by the Client as part of the provision of Services by Service Provider. By uploading any information in using the Services, the Client shall be deemed to be representing and warranting that it has obtained all such necessary rights and consents to enable Service Provider to use, share, store, and process Client in accordance with the terms of this Agreement.
Client shall be solely responsible to ensure that all its personnel comply with all of the terms of this Agreement.
Client acknowledges and understands that the quality of the output of the Services are dependent on the accuracy, quality, integrity, reliability, and appropriateness of the information and documents uploaded by the Client.
Client and its personnel will not remove, alter, cover, or obfuscate any copyright notices or other proprietary-rights notices placed on or embedded in the Website/Platform applicable to the delivery of the Services.
Control of the Services
The method and means of providing the Services shall be under our exclusive control, management and supervision. We will provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable laws.
HyperVerge may at any time modify or upgrade the Services, Website, Platform Services, provided that any such modifications or upgrades shall not materially change the nature of Services or lead to a degradation of the Services.
You hereby agree and acknowledge that the login details to your account are confidential and you have the responsibility to ensure its secrecy and non-disclosure to any third parties. You agree to be fully personally responsible for any and all activity carried out from your account. You shall not permit any third parties access to or usage of any Services/Website/Platform through your account.
In the event that any breach of your account credentials takes place, or you suspect any unauthorized third party access to the same, you shall immediately notify us in writing along with the relevant details to [email protected].
All intellectual property contained in respect of the Services shall be solely owned by HyperVerge and its licensors. Nothing contained herein shall amount to transfer of ownership, right, title or interest to you, in any part or whole of the intellectual property embodied and contained in, or created pursuant to the Services being rendered or in the Services/Platform and Website except for the specific license to use and access the Services/Platform and Website as expressly permitted hereunder.
You are solely and wholly responsible for any content in any form or media including text, audio, video, images or any other form uploaded from your account or published pursuant to your access to the Services/Platform and Website.
The Intellectual Property rights over your Confidential Information shall at all times remain vested with you. You provide to HyperVerge the license to collect, store, process and transmit your Confidential Information as may be necessary to render the Services to you and enable you continued access and use of the Website and Platform.
Information Security Protocols and Compliances
HyperVerge is an ISO 27001:2013 certified organisation with a keen focus on ensuring information security and privacy of user data. We implement information security standards and protocols in accordance with generally accepted industry standards and as stipulated under the applicable laws as amended from time to time. This includes appropriate encryption and firewalls to protect the safety and security of user data.
HyperVerge expressly agrees to indemnify and defend from any and all direct, actual and proven claims, losses, damages, suits, expenses (including reasonable legal costs), fees, settlements, proceedings, liability, demands arising out of/suffered in connection with its (a) breach of applicable laws (b) infringement of third party intellectual property (c) gross negligence and willful default (d) breach of confidentiality obligations contained herein.
You hereby expressly agree to indemnify and defend HyperVerge, its officers, directors, employees, from any and all claims, losses, damages, suits, expenses (including reasonable legal costs), fees, settlements, proceedings, liability, demands arising out of/suffered in connection with a) your acts and omissions/conduct with respect to the Services/Platform, b) your use and access of our Services/Platform, c) any content shared, downloaded or uploaded by you, d)your violation of any applicable laws, e) violation or infringement of any third party’s rights, misrepresentations, fraud.
In the event a Party claims a right to indemnification (“Indemnified Party”), such Party shall promptly give written notice of the claim to the other (“Indemnifying Party”) as soon as practicable; at the Indemnifying Party’s request and expense, permit Indemnifying Party to handle all negotiations for settlement and to control and direct any litigation that may follow and provide all reasonable assistance to Indemnifying Party (at Indemnifying Party’s cost) in the handling of any negotiations and litigation. The Indemnified Party must take reasonable steps to mitigate any loss, damage, or expense it sustains or incurs and that arises from, or in connection with, the claim in respect of which it claims indemnity.
Limitation of Liability/ Disclaimer of Service
Except as expressly documented herein, HyperVerge, its officers, directors, employees, agents and representatives do not provide any representations or warranties with respect to any part or whole of the services rendered by us. All Services/Platform and Website are rendered purely on an as is where is basis.
HyperVerge, its officers, directors, employees, agents and representatives disclaim any and all representations and warranties including but not limited to implied, express, statutory or representations and warranties of any other kind or of any other description whatsoever. We expressly disclaim any representations and warranties with respect to the Services/Platform and Website including merchantability, uninterrupted/error-free use of services, compatibility, fitness for a particular purpose, non-infringement, quality of services etc.
Services provided by HyperVerge shall not in any manner be deemed to constitute legal advice. Services provided are technology enablement for contract lifecycle management.
HyperVerge expressly disclaims any liability/responsibility with respect to the content posted on the Services/Platform and Website by its Users or their conduct on the Services/Platform and Website. HyperVerge does not have any control over and does not in any manner vouch for the content of communications, correspondences, Accuracy, legitimacy or veracity of information shared or uploaded by its Users.
In no event shall HyperVerge, its officers, directors, employees, agents and representatives be liable to you or any third party for any direct, special, consequential, incidental, indirect, punitive, exemplary, tangible or intangible loss, loss of profits, damage to property, third party claims, goodwill, reputation, loss of data arising out of your use of the services, conduct of other members, unauthorised use, access, dissemination of your content or data by any user or third party, even in the event that HyperVerge has been advised about the possibility of such losses, damages or claims. All liability hereunder has been disclaimed by HyperVerge to the fullest extent permitted under the applicable laws. In no event shall HyperVerge’s aggregate liability under these terms and conditions with respect to the services rendered to you be greater than the total subscription fees paid by the Client under the relevant Order Form.
Governing Law and Dispute Resolution
For any dispute, disagreement, controversy, claim arising out of the Services/Platform and Website against HyperVerge, we request you to raise the same in writing with the relevant details at to [email protected] and [email protected] and we shall work towards resolving the same within a reasonable period of time.
The Services/Platform and your relationship with us shall be governed exclusively by the laws of the Republic of India.
In the event that such dispute, disagreement, controversy, claim has not been resolved internally within a period of 90 days from the commencement of such dispute, the parties agree and acknowledge that they shall resort exclusively to arbitration as the mode of dispute resolution. The arbitration shall be carried out by a sole arbitrator mutually appointed by the parties in accordance with the Indian Arbitration and Conciliation Act, 1996 (“the Act”). The arbitration proceedings shall be governed and carried out in accordance with the Act and English shall be the sole language of arbitration. The seat and venue for arbitration shall be Bangalore. The arbitral award shall be final and binding on the parties. Forum non conveniens shall not be raised by either party with respect to the dispute resolution mechanism envisaged herein.
Correspondence with You
For users accessing this Service in India, it is mandatory for the user to be 18 years old or above. Users who have not attained majority are not permitted to use or access these Services and on the same coming to our notice, we shall be entitled to immediately terminate or suspend your account accordingly.
Neither HyperVerge nor Client has or shall directly or indirectly, offer, promise, give, authorize, solicit, or accept any undue advantage, bribe, kickback, or any other form of improper payment or benefit to or from any individual, including but not limited to government officials, employees, or representatives of any private or public organization, with the purpose of influencing their actions, decisions, entering into this engagement, obtaining or retaining business or any improper advantage.
Any provision of this ToS may be waived off by us. No waiver of any term or condition of this ToS, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this ToS on any future occasion. Further, a waiver of any breach of any provision of this ToS shall not constitute a waiver.
You shall not directly or indirectly assign or transfer any rights or obligations under this ToS.
We are independent contracting parties and you shall have no power or authority to assume or create any obligation or responsibility on our behalf. This ToS will not be construed to create or imply any partnership, agency, joint venture, or employer-employee relationship.
We not shall be liable for any breach of its obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes, insurrection or riots, embargoes, or requirements or regulations of any civil or military authority.
For any queries, grievances or concerns in relation to this ToS, please contact the our Grievance Officer whose details are provided below:
Mr. Saiventakesh Ashokkumar, Grievance Officer
We will endeavour on a best efforts basis to acknowledge your query/concern or grievance and provide further communication on the same within 5 business days of receipt.