Terms and conditions of Usage of BooKQuet
This Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Product and it’s Services (as defined below) and is an agreement between KC, which may refer to Kural Consulting and/or Kurall Consulting and you or the entity you represent (“you” or “your”) and will govern the usage of the products and services by all the users under your Organisation as represented by your Customer id. This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, when you use any of the Product and it’s Services, whichever is earlier (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1. Use of the Product and it’s services.
1.1 Generally. You may access and use the Product and it’s services in accordance with this Agreement. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Product and it’s services.
1.2 Your Account. To access the Product and it’s services, you must have a Customer account and Customer Id associated with a valid email address, a valid Mobile number and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.
2. Security and Data Privacy.
2.1 Data Security. Your data and content will be stored in the cloud platform as chosen by us and will be subject to the governance terms and conditions of such cloud service provider. Without limiting Section 10, we will implement reasonable measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
2.2 We will not access or use Your Content except as necessary to maintain or provide the Product and it’s services, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party except in each case as necessary to comply with the law or a binding order of a governmental body. Unless we are under pressure of time caused by inadequate notice or it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 2.2.
3. Your Responsibilities.
3.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
3.2 Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or Product and it’s services will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
3.3 Your Security and Backup. You are responsible for properly configuring and using the Product and it’s services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection.
3.4 Log-In Credentials: Your log-in credentials generated by the Product and it’s services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person.
3.5 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement. You are responsible for End Users’ use of Your Content and the Product and it’s services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Product and it’s services by such End User.
4. Fees and Payment.
4.1 Service Fees. We calculate and charge fees and charges based on expected usage. You will pay us the applicable fees and charges and applicable Taxes (GST etc) thereon for use of the Product and it’s services as agreed between us using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we communicate updated fees and charges to you. We may increase or add new fees and charges for any existing Services you are using by giving you prior notice. We may elect to charge you interest at the rate of 12% per annum (or the highest rate permitted by law, if less) on all late payments.
4.2 Taxes. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement.
As per the statutory requirement under GST, you will provide all necessary information such as the correct GST registered address, legal name and GSTIN (“GST Information”) in order for KC to issue correct GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will inform us in a timely manner, to enable KC to correct the GST tax invoice.
5. Temporary Suspension.
5.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Product and it’s services immediately upon notice to you if we determine:
(a) your or an End User’s use of the Service Offerings
(i) poses a security risk to the Service Offerings or any third party,
(ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other KC customer,
(iii) could subject us, our affiliates, or any third party to liability, or
(iv) could be fraudulent;
(b) you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations
(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
5.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Product and it’s services:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to use of any of KC’s Products and it’s services for any period of suspension.
6. Termination.
We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Product and it’s services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
6.1 Effect of Termination.
(a) Generally. Upon the Termination Date:
(i) all your rights under this Agreement immediately terminate,
(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period
(iii) you will immediately return or, if instructed by us, destroy all KC Content in your possession; and
(iv) All rights accruing to KC will continue to hold good during the period of termination.
7. Proprietary Rights.
7.1 Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to store your content on the platform hosted by third party service providers.
7.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content; (b) you have all rights in Your Content necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.
8. Intellectual Property License.
KC or its licensors own all right, title, and interest in and to the Product and Services, KC Content, and all related technology and intellectual property rights. Subject to the terms of this License and the Agreement, KC grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to use the KC’s Product and it’s services solely in connection with your permitted use of the Services during the Term. Solely to the extent that applicable law requires the exercise of intellectual property rights owned by KC or its licensors for you to access or use any Service, KC grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferrable license to use of the product during the Term and subject to the terms of this License and the Agreement. No other entity is entitled to or purports to grant or procure the grant of this License. Except as expressly provided in this Section 8, you obtain no other rights under the Agreement or this License from KC, its affiliates or suppliers to the Product and it’s services, including any related intellectual property rights.
8.1 License Restrictions
Neither you nor any End User will use the Product or it’s services or KC Content in any manner or for any purpose other than as expressly permitted by this License and the Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Product or it’s Services or (b) sublicense the Services. These license restrictions will continue to apply following the termination of this License.
8.2 Restrictions.
Neither you nor any End User will use the Product and it’s Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or KC Content or apply any other process or procedure to derive the source code of any software included in the Services or KC Content (b) access or use the Product or it’s Services or KC Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services or KC Content.
8.3 Suggestions.
If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
9. Indemnification.
9.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your KC account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
9.2 Intellectual Property.
(a) Subject to the limitations in this Section 9, you will defend KC, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights.
(b) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, KC will have no obligations or liability arising from your or any End User’s use of the Services after KC has notified you to discontinue such use.
10. Disclaimers.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRDPARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
11. Limitations of liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.
12. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the KC Site or by otherwise notifying you; The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Product and it’s services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the KC Site regularly for modifications to this Agreement.
13. Miscellaneous.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for KC as a party to this Agreement and KC is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and we specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.4 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
13.5 Confidentiality and Publicity. You may use KC Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose KC Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of KC Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.
13.6 Notice.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the KC Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the KC Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact KC by facsimile transmission or personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address, as applicable, listed on the website of the applicable KC Contracting Party. We may update the facsimile number or address for notices to us by posting a notice on the KC Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
13.7 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
13.8 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
14. Definitions
14.1 “Acceptable Use Policy”: You may not use, or facilitate or allow others to use, the Services or Products of KC:
- for any illegal or fraudulent activity;
- to violate the rights of others;
- to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
- for any content or activity that promotes child sexual exploitation or abuse;
- to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
- to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).
Investigation and Enforcement
We may investigate any suspected violation of this Policy, and remove or disable access to any content or resource that violates this Policy. You agree to cooperate with us to remedy any violation.
When determining whether there has been a violation of this Policy, we may consider your ability and willingness to comply with this Policy, including the policies and processes you have in place to prevent or identify and remove any prohibited content or activity.
14.2 “Account Country” is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located.
14.3 “Account Information” means information about you that you provide to us in connection with the creation or administration of your KC account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your KC account.
14.4 “API” means an application program interface.
14.5 “KC Confidential Information” means all non-public information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. KC Confidential Information includes: (a) non-public information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. KC Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the KC Confidential Information.
14.6 “KC Content” means Content, Product and it’s services that we or any of our affiliates provide in connection with the Product or it’s Services or on the KC Site to allow access to and use of the Services, including APIs; WSDLs; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). KC Content does not include the Services of or Third-Party Content.
14.7 “KC Site” means www.kuralconsulting.com or www.kurallconsulting.com (and any successor or related locations designated by us), as may be updated by us from time to time.
14.8 “Content” means software (including machine images), data, text, audio, video, or images. “End User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Service Offerings under your account.
14.9 “Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, service tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
14.10 “Intellectual Property License” means the license terms that apply to your access to and use of KC Content and Services
14.11 “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
14.12 “Policies” means the Acceptable Use Policy, Privacy Notice, the Site Terms, the Service Terms, all restrictions described in the KC Content and on the KC Site, and any other policy or terms referenced in or incorporated into this Agreement.
Product means any of the applications, Tools and registration forms developed and offered to you for sign up and or use. Examples are Customer Registration, BooKQuet, deepockets and Kapex.
14.13 “Service” means each of the services made available by us or our affiliates.
14.14 “Service Offerings” and Product and it’s services means the Product – Viz. BooKQuet, deepockets and Kapex and Services (including associated APIs), the KC Content, and any other product or service provided by us under this Agreement. Service Offerings do not include ThirdParty Content.
14.15 “Term” means the term of this Agreement.
14.16 “Termination Date” means the effective date of termination provided in a notice from one party to the other in accordance with Section 6.
14.17 “Third-Party Content” means Content made available to you by any third party on the KC Product or in conjunction with the Services or any service provided by Third Party service providers including the hosting service providers to the Product viz. Customer Registration, BooKQuet, deepockets or Kapex or any other associated product or service.
14.18 “Your Content” means Content or data that you or any End User transfers to the application for processing, storage or hosting by the Services in connection with your KC account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in BooKQuet, deepockets or Kapex application or your account registration. Your Content does not include Account Information.