Last Modified: November 17, 2020
These Terms of Service (this “Agreement”) set out the terms on which Codologic Softwares Pvt. Ltd., (“Codologic”, “we” or “us”) will provide access to and use of certain services available on or through its website (collectively, the “Service”, “Freichat”) to you, a user of the Service (“you” or “User”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization. If you are a Third Party User (as defined herein), you agree that the restrictions and other limitations in Sections 1.c, 4-9, 11-13, 16 and 17 of this Agreement shall apply to your use of the Service (and references to “you” and “User” in those Sections shall also apply to you, the Third Party User). If you do not agree to these terms and conditions, you must not use the Service.
Each of Codologic’s customers may be subject to one or more separate subscription or other written agreements with Codologic (each, a “Subscription Agreement”). This Agreement applies only to use of Codologic’s websites and the Service and in no way affects the terms and conditions of any Subscription Agreement.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND Codologic, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
In order to use certain parts of the Service, you may be required to provide us with your first name, last name, title, name of organization, and other contact information, create a password and register with us. To the extent you are using the Service on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, any relationship between you and such organization. We may also request additional information from you. You represent and warrant to us that you will provide us with accurate, current and complete registration information. You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you. You will keep all such credentials and passwords confidential.
You retain your rights in all information or other content (which may include data, text or other materials or content) which you input or upload to the Service or authorize the Service to access in your accounts on relevant third party systems as described in Section 1.b above (collectively, “Your Content”), subject to the rights granted below and our rights in Our Property (as defined below). You hereby grant and agree to grant us a worldwide, non-exclusive, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to use, reproduce, manipulate, display, transmit and distribute Your Content solely in connection with the Service, and improving and developing the Service. In addition, you agree that Codologic may analyze Your Content, and similar information or other content of other Codologic customers, to create aggregated or anonymized statistics or data that do not identify User or any individual, and Codologic may during and after the term of this Agreement use and disclose such statistics or data in any manner in its discretion. Except as specified otherwise in this Agreement, you shall be solely responsible for providing, updating, uploading and maintaining Your Content. Codologic shall operate the Service in a manner that provides reasonable information security, consistent with generally accepted industry standards, for Your Content, using appropriate administrative, physical and technical safeguards.
You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to input, upload and/or authorize the Service to access Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your inputting, uploading and/or authorization to access Your Content, and the exercise by us of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.
On termination of your account, or this Agreement, we have no obligation to return any of Your Content to you, so you should retain copies of all of Your Content.
The Service, including all aspects of the Codologic websites and software applications and mobile applications (including Our Property), is the property of, and owned by, Codologic or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service are “Our Property.” For clarity, any formats, templates, methodologies, rules, algorithms and software used to create Your Content are Our Property. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks Codologic, Freichat, and any associated logos, are registered or unregistered trademarks or service marks of Codologic or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent; provided that, during your subscription term you may publicly reference that you are a customer of Codologic and the Service. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for your own internal business purposes (or in the case of a User that is a Third Party User or other individual, for your own personal purposes) (“Permitted Purpose”), as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.
Subject to the terms and conditions herein, you are permitted to use the Service solely for your own Permitted Purpose (as defined above).
You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Service in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl,” “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Service; or (i) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service.
Your Content must not: (i) be libelous, threatening, abusive, unlawful, illegal or encourage a criminal offense; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; or (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), the Feedback will be the sole property of Codologic. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We have no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You acknowledge that the Service is hosted by third party cloud providers, which may change from time to time (the “Cloud Providers”), and that your use of the Service is subject to any applicable restrictions or requirements imposed by the Cloud Providers. In addition, if you are a free-trial or other non-fee-paying User, without limitation of the disclaimers and limitations of liability set forth in Section 8, you acknowledge and agree that (a) the price at which we could afford to offer the Service would vary if we provided the Service other than using such cloud services; and (b) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.
You will indemnify and hold us, and our licensors, providers and agents, harmless against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs and expenses (including attorneys’ fees) (collectively, “Liabilities”) arising out of or related to your (or any Third Party User’s) breach of this Agreement or your (or any Third Party User’s) use of the Service (but excluding any Liabilities to the extent caused by our gross negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any third party claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.
You may terminate this Agreement at any time by closing your account and ceasing to use the Service. We reserve the right to suspend your account and/or access to the Service at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on our website), for any reason or no reason; provided that, if we terminate this Agreement for convenience (and not, without limitation, for your breach) and you are a fee-paying User, we will refund to you a pro rata portion of your previously paid subscription fee associated with the then-remaining term of your terminated subscription.
If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages for termination of access to your account.
Sections 1.d, 5 and 7-17, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
We reserve the right to modify the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by email (for registered Users) and posting on our website. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Codologic.
In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.
You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation India’s export control laws, regulations and executive orders. In addition:
We are based in the Republic of India. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside India, you do so on your own initiative and are responsible for compliance with local laws.
No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third party beneficiaries to this Agreement.