User Terms and Conditions
These terms and conditions (“Terms”) describe the terms under which Scribble Data Private Limited (“Scribble Data” “Us”, “We”, “Our”) provides to Users who create an account with Us (“You”, “Your”), access and use of Scribble Enrich.
You and Us are individually referred to as “Party” and collectively as “Parties”.
1. GRANT OF LICENSE
In furtherance to the Customer being granted a license to Scribble Enrich in accordance with the License and Hosted Services Agreement, a limited, non-transferable and non-sublicensable license to use and access Scribble Enrich under the Customer System is extended to You, as the Customer’s User, for the Customer’s internal business purposes, solely during the Term (defined below), in accordance with these Terms. You and the Customer shall be, jointly and severally, liable for any breach of these Terms.
2. LICENSE RESTRICTIONS
2.1 Acceptable Use: You agree not to (a) distribute, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Scribble Enrich available to any third party; (b) modify, adapt, decompile, disassemble, reverse engineer or hack Scribble Enrich or attempt to reconstruct or discover any source code, underlying ideas, algorithms or otherwise attempt to gain or gain unauthorized access to Scribble Enrich or related systems or networks; (c) alter, remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in Scribble Enrich; (d) use Scribble Enrich to develop a product that is functionally compatible with or competitive to Scribble Enrich or other products/services offered by Us that can function independently of Scribble Enrich; (e) transmit through Scribble Enrich any material that contains software viruses or any other computer codes, files programs designed to interrupt, destroy or limit the functionality of any computer software or hardware. (f) use Scribble Enrich to store or transmit any content that infringes upon any person’s intellectual property or proprietary rights, violates applicable law, including privacy and data protection laws, is racist, hateful, abusive, libelous, obscene, or discriminatory.
2.2 User Registration: If You choose or are provided with a user identification code, login, password or any other piece of information as a part of security procedures for access to Scribble Enrich, You shall not disclose it to any third party. We have the right to disable Your identification code or password, whether chosen by You or allocated by Us to You, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions under these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your account as a result of non-compliance of Your obligations under this clause.
2.3 You shall be responsible for the acts or omissions of an individual or third-party to whom You permit access to Scribble Enrich through Your login ID or with whom You share any data of the Customer.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 We own and retain all Intellectual Property Rights in and to Scribble Enrich, including the Scribble Enrich Software, Scribble Enrich Tools, any Documentation. You acknowledge and agree that We are free to use all ideas, know-how, approaches, methodologies, concepts, skills, tools, techniques, expressions, and processes, irrespective of whether possessed by Us prior to these Terms, or acquired, developed, or refined by Us, in an unaided and unintentional manner, during development of the Work Products by Us.
3.2 If You choose to provide Us any suggestions, recommendations or other feedback about Scribble Enrich (“Feedback”), We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into Scribble Enrich or otherwise use any such Feedback.
3.3 You acknowledge that You are obtaining only a limited license to use and access Scribble Enrich and that no right, title or interest is being conveyed to You under these Terms. All rights not expressly provided to You herein are reserved by Us.
4. TERM, TERMINATION AND SUSPENSION
4.1 Term: The term of the license granted to You under these Terms shall be co-terminus with the License and Hosted Services Agreement entered into by the Customer (“Term”).
4.2 Termination and Suspension by Us: We may suspend and/or terminate Your access to Scribble Enrich if (a) You materially breach these Terms; (b) We are required to comply with applicable laws or a legal process; or (c) We reasonably believe that Your use of Scribble Enrich causes harm or liability to Us, another User, or any third-party.
4.3 Termination by Customer: You acknowledge that the Customer will have the right to terminate Your User account at any time.
5. CONFIDENTIALITY AND DATA PRIVACY
5.1 You will protect Our Confidential Information from unauthorized use, access or disclosure in the same manner as You protect Your own Confidential Information, and in any event, You shall not use less than industry standard technical and organizational safeguards designed to protect Our Confidential Information. Except as otherwise expressly permitted pursuant to these Terms, You may use Our Confidential Information solely to exercise Your respective rights and perform Your respective obligations under these Terms and shall disclose such Confidential Information solely to those Users, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
5.3 You acknowledge and agree that We and Our group companies may access or disclose information about You (a) in order to comply with the law or respond to lawful requests or legal process; or (b) to professional advisors to prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
6.1 SCRIBBLE ENRICH, INCLUDING ALL COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT USE OF SCRIBBLE ENRICH WILL BE UNINTERRUPTED OR ERROR-FREE.
6.2 YOU ACKNOWLEDGE THAT ANY LEGAL PROCEEDINGS INSTITUTED IN CONNECTION WITH SCRIBBLE ENRICH, INCLUDING YOUR USE OF SCRIBBLE ENRICH, SHALL BE INSTITUTED BY THE CUSTOMER ON YOUR BEHALF IN ACCORDANCE WITH THE LICENSE AND HOSTED SERVICES AGREEMENT. YOU HEREBY WAIVE THE RIGHT TO INDIVIDUALLY INSTITUTE ANY LEGAL PROCEEDINGS AGAINST SCRIBBLE DATA IN CONNECTION WITH SCRIBBLE ENRICH.
6.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THESE TERMS, WILL BE LIMITED TO AN AMOUNT EQUAL TO USD 100.
You shall indemnify and hold harmless Us and Our officers, directors, employees and agents from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of any third-party claim arising from a breach of Your obligations under these Terms.
8.1 Amendments and Modifications: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will make best efforts to notify You of any material changes prior to the effective date of any amendments to these Terms. We recommend that You keep checking these Terms for any amendments. Your continued use of Scribble Enrich following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.
8.2 Assignment: These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
8.3 Entire Agreement: These Terms, together with any Annexures, incorporated by reference into this Terms constitute the entire agreement, and supersede any and all prior agreements between You and Us with regard to the subject matter hereof.
8.4 Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for failure in Our obligations under these Terms caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control.
8.5 Governing Law and Dispute Resolution: These Terms shall be governed by the laws of India without regard to any conflict of laws principles. Both Parties hereby expressly agree to submit to the exclusive personal jurisdiction of the courts at Bangalore, India. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be attempted to be resolved by mediation first, failing which they shall be resolved by final and binding Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 and rules thereunder, and shall be conducted by a panel of three (3) arbitrators. Each Party shall appoint an arbitrator and the two arbitrators so appointed shall appoint the third arbitrator in the panel. Judgments upon the final decisions rendered by the arbitrator may be entered in any court of competent jurisdiction. The seat and venue of arbitration shall be Bangalore, India. The decision of the arbitration panel shall be final and binding on the Parties.
8.6 Notices and Consent to Electronic Communications: Notices will be in writing and will be delivered personally (which will include delivery by courier or reputable overnight delivery service) or sent by certified mail return receipt requested or by email, to the address provided by You at the time of registration or creation of a Scribble Enrich login. Items delivered personally will be deemed delivered on the date of actual delivery. Items sent by certified mail will be deemed delivered on the date the return receipt is signed. Items delivered by email will be deemed delivered on the first business day after sending the email. A Party may change its contact information by a written notice delivered in accordance with this clause.
8.7 Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
8.8 Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.
8.9 Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 3 (Intellectual Property Rights), 4 (Term, Termination and Suspension), 5 (Confidentiality and Data Privacy), 6 (Disclaimer of Warranties and Limitation of Liability), 7 (Indemnification), 8 (Miscellaneous) and 9 (Definitions) shall survive any termination or expiration of these Terms.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Confidential Information: means all information disclosed by Us to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Scribble Enrich data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by You; (b) becomes publicly known and made generally available after disclosure by Us to You through no action or inaction of You; (c) is already in Your possession at the time of disclosure by Us as shown by the Your files and records prior to the time of disclosure; (d) is obtained by the You from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by You without use of or reference to Our Confidential Information, as shown by documents and other competent evidence in the Your possession; or (f) is required by law to be disclosed by You, provided that the You shall, to the extent legally permitted, give Us written notice of such requirement prior to disclosing so that the We may seek a protective order or other appropriate relief.
Customer: means the entity that enters into the License and Hosted Services Agreement with Us and on whose behalf You are provided access to Scribble Enrich.
Customer System: means the system proprietary to the Customer that is used to power Customer’s data related activities and in conjunction with which Scribble Enrich is used.
Design Specification(s): means that part of the Customer System’s creative design, operating features, interface, performance characteristics and capabilities based on Scribble Enrich that is developed by Us, from time to time if it may, unless otherwise specified in these Terms and shall include without limitation, all discussions, notes, ideas and concepts relating thereto.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of Scribble Enrich provided or made available by Us to Customer or Customer’s Users through Scribble Enrich or otherwise.
Intellectual Property Rights: means all rights and title in and to any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied in the foregoing, and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future.
License and Hosted Services Agreement: means the agreement entered into between Us and the Customer.
Process(ing): means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Personal Data: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Scribble Enrich: means a proprietary data platform of Scribble Data and any updates, modifications or improvements to Scribble Enrich, including individually and collectively Scribble Enrich Software, Design Specifications, Scribble Enrich Software Tools and any Documentation.
Scribble Enrich Software: means any software provided by Us (either by download or access through the internet) that allows the Customer to use any functionality in connection with Scribble Enrich and/or any software embedded in Scribble Enrich.
Scribble Enrich Software Tools: means the application programming interface and Source Code that Scribble has written, licensed or otherwise legally acquired from third parties.
User: means those who are designated users of a Customer within Scribble Enrich, including an account administrator, agents and other designated users.
Work Products: means the work products to be developed for the Customer by Us pursuant to the License and Hosted Services Agreement.