Terms and Conditions

These terms and conditions outline the rules and regulations for the use of LocateAI Technologies Private Limited's Website, located at https://locale.ai.

By accessing this website we assume you accept these terms and conditions. Do not continue to use Locale.ai if you do not agree to take all of the terms and conditions stated on this page.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: "Client", "You" and "Your" refers to you, the person log on this website and compliant to the Company's terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client's needs in respect of provision of the Company's stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Cookies

We employ the use of cookies. By accessing Locale.ai, you agreed to use cookies in agreement with the LocateAI Technologies Private Limited's Privacy Policy.

Most interactive websites use cookies to let us retrieve the user's details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

License

Unless otherwise stated, LocateAI Technologies Private Limited and/or its licensors own the intellectual property rights for all material on Locale.ai. All intellectual property rights are reserved. You may access this from Locale.ai for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

  • Republish material from Locale.ai
  • Sell, rent or sub-license material from Locale.ai
  • Reproduce, duplicate or copy material from Locale.ai
  • Redistribute content from Locale.ai

This Agreement shall begin on the date hereof. Our Terms and Conditions were created with the help of the Terms And Conditions Generator and the Privacy Policy Generator.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. LocateAI Technologies Private Limited does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of LocateAI Technologies Private Limited,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, LocateAI Technologies Private Limited shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

LocateAI Technologies Private Limited reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

You warrant and represent that:

  • You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
  • The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
  • The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
  • The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant LocateAI Technologies Private Limited a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

  • Government agencies;
  • Search engines;
  • News organizations;
  • Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
  • System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party's site.

We may consider and approve other link requests from the following types of organizations:

  • commonly-known consumer and/or business information sources;
  • dot.com community sites;
  • associations or other groups representing charities;
  • online directory distributors;
  • internet portals;
  • accounting, law and consulting firms; and
  • educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of LocateAI Technologies Private Limited; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to LocateAI Technologies Private Limited. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

  • By use of our corporate name; or
  • By use of the uniform resource locator being linked to; or
  • By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party's site.

No use of LocateAI Technologies Private Limited's logo or other artwork will be allowed for linking absent a trademark license agreement.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Your Privacy

Please read Privacy Policy

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it's linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

  • limit or exclude our or your liability for death or personal injury;
  • limit or exclude our or your liability for fraud or fraudulent misrepresentation;
  • limit any of our or your liabilities in any way that is not permitted under applicable law; or
  • exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Grievance officer

If you have any concerns or questions in relation to this Privacy Policy or Data Privacy in our platform, you may address them to our grievance officer:

Rishabh Jain rishabh@locale.ai

Thank you for using Locale services!

Table of Contents

​​These Terms of Service (the "Terms") and the associated order for Services (the “Order”, and together with these Terms, the “Agreement”) govern your access to and use of the Locale Services (which include the Locale website, the Locale hosted services, and the Software (as defined below), all together, the "Services"). Please read them carefully before using the Services. 

By using the Services you are agreeing to the terms and conditions of the Agreement. If you are using the Services on behalf of an organization, you are agreeing to the Agreement on behalf of that organization and representing that you have the authority to bind that organization to the Agreement. In that case, "you" and "your" will refer to that organization. Outreach and you are each a “Party” to the Agreement.

You may use the Services only in accordance with the Agreement. You may use the Services only if you have the legal power and capacity to form a contract with Outreach. The Services will continue to evolve as we refine features and functionality, and we may modify the Services, in general or with respect to you, from time to time without prior notice. We may delete any content or data from the Services to meet our regulatory obligations or protect you, other Outreach Customers, and/or the Services.

1. Definitions and Interpretation

In the Agreement: (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following capitalised terms shall have the following meanings elucidated hereunder:

  • a. “Applicable Law” means and includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board, court or recognised stock exchange of the State of Delaware, United States of America;
  • b. “Business Day” means a day other than Saturday and Sunday on which scheduled commercial banks are open for normal banking business in the State of Delaware, United States of America and in the State of Karnataka, India;
  • c. “Confidential Information” shall mean and include, but is not restricted to all non-public information of either Party that is technical and commercial concerning business, books of record and account, data systems, software, services, any materials, trade secrets, know-how, formulae, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture designs, flow charts, drawings, proprietary information, personal data, business and marketing plans, financial and operational information, and all other non-public information, material or data relating to the current and/ or future business and operations, wages related information provided by the disclosing party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement, including the existence and the terms and conditions of this Agreement or any other information which may come to the knowledge of the Receiving Party concerning the Disclosing Party pursuant to this Agreement. “Confidential Information” shall not include information which, as evidenced by records,: (a) is or becomes a part of the public domain through no breach of its confidentiality obligations by the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party, entitled to disclose such information, without restriction on disclosure; or (d) is independently developed by the Receiving Party or its representatives without reference to the Confidential Information.
  • d. “Intellectual Property” means all trade names, trademarks, service marks, service names, trade dress, patents, copyrights, website platforms, logos, registered designs, domain names and utility models, inventions, Confidential Information, brand names, databases and database rights, know-how, and business/corporate names, and any similar rights situated in any country and the benefit of any of the foregoing (in each case whether registered or unregistered and including applications for the grant of any of the foregoing and the right to apply for any of the foregoing in any part of the world);
  • e. “SaaS Services” refer to the internet accessible services identified in Annexure I appended hereto that provides for the use of Company’s Software (as defined hereinbelow) and which is hosted by the Company and made available to the Customer via cloud on a term use basis; and
  • f. “Software” means the proprietary platform “Locale”, for visualization and analysis of location data as per further specifications stated herein in this Agreement, as updated from time to time, including with new features etc, that are universally rolled out by the Company. 

2. Term and Subscription Term

  1. a. This Agreement shall commence and remain in force from  1 August, 2022] (“Effective Date”) till 1 August, 2023], unless the same is terminated earlier as per Clause 8 (“Termination Clause”). The Parties shall auto-renew this Agreement for a subsequent year upon the expiry of the Term on terms and conditions as mutually agreed between the Parties. The Parties need to notify each other about subsequent subscription status latest by 1 July, 2023]. 
  2. b. The period for which the Customer shall have the online access and use of the Software through SaaS Services shall be 12 months from 1 August, 2022] (“Subscription Term”). The Subscription Term may or may not coincide with the Term of the Agreement, and upon termination of/expiry of the Term of the Agreement, the Subscription Period shall automatically terminate/expire (even if the same is lesser than the Term of the Agreement).

3. SaaS Services and grant of license to use the Software

Subject to the terms and conditions as stated herein in this Agreement, during the Subscription Term:

  1. a. Customer will receive a non-exclusive, non-transferable license/right to use the Software and access the SaaS Services (as detailed in Annexure I appended hereto) solely for the internal use of the Customer, and for the number of events as stated Annexure II appended hereto.
  2. b. Customer acknowledges and agrees that no copies of the Software are being provided/delivered to the Customer.

4. Data Security and Privacy

  • a. The Company shall maintain physical and technical safeguards which are reasonably expected to protect the security, confidentiality and integrity of the data collected from the Customer (“Data”). The measures pertaining to data privacy are at par with the various privacy legislations including with General Data Protection Regulations. 
  • b. The Company shall collect certain essential information by virtue of the Customer’s use of the SaaS Services of the Company and such data shall be protected and kept private by the Company. However, the Customer fully understands and disclaims the Company of any unauthorized access in the event of breach of security due to hacking or cracking.
  • c. Upon termination of this Agreement, all the Confidential Information and Data shall be returned to the Customer. In the event such Confidential Information and Data cannot be returned the same shall be deleted/destroyed by the Company and an undertaking to this effect shall be given by the Company to the Customer.

5. Confidentiality

  • a. Each Party agrees to: (a) use the Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) not to disclose any Confidential Information of the Disclosing Party to any third party without prior written consent of the Disclosing Party; (c) limit the dissemination of the Disclosing Party's Confidential Information to only those of the Receiving Party's officers, and employees (“Representatives”) who require access to such information to perform their functions in connection with the purpose for which the Confidential Information is disclosed and to the  attorneys and financial advisors on a strict ‘need to know’ basis; (d) to ensure that each person or entity who is permitted to receive or have access to the Confidential Information is bound by a confidentiality obligation consistent with this Agreement; (e) to exercise the same degree of care with respect to the Disclosing Party's Confidential Information as it uses for its own Confidential Information of like importance, but no less than reasonable care; and (f) to return to the Disclosing Party, or if such return is not possible, destroy, Confidential Information of the Disclosing Party at source which will be incapable of being recovered through normal or laboratory means upon receipt of a written request from the Disclosing Party without retaining any copy thereof.
  • b. Either Party shall have a right to disclose the Confidential Information to the legal / regulatory authorities pursuant to a binding court order or government regulation, provided that, if permitted under law, the Receiving Party provides a notice to the Disclosing Party, in order for the Disclosing Party to obtain a protective order. If the Disclosing Party is unable to obtain a protective order, the Confidential Information may be disclosed by the Receiving Party only to the extent necessary under law.
  • c. Either Party is not permitted to discuss the other Party’s affairs with any member of the press and other news media without written authorization from the appropriate authorized representative of such other Party. 
  • d. Each Party acknowledges and agrees that any breach of the confidentiality obligations set forth in this Clause shall cause the other Party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a breach, the Disclosing Party may seek injunctive or other equitable relief to enforce this Agreement in addition to any available legal remedies.
  • e. All Confidential Information disclosed by the Disclosing Party hereunder is provided "AS IS" and without warranty of any kind. All Confidential Information shall remain the property of the Disclosing Party. Nothing contained in this Clause or any disclosure pursuant to this Agreement shall be construed as granting any license or right under any intellectual property right, whether present or future.
  • f. This obligation to keep information confidential by both Parties shall survive for a period of 3 (three) years after the determination, termination or expiration of this Agreement.

6. Consideration

  1. a. In consideration of the Company agreeing to provide access to the SaaS Services, the Customer hereby agrees to pay the Fee as stated in “Annexure II” appended hereto (the “Fee”). The Fee is excluding taxes (as applicable and as amended from time to time). In the event of a renewal of this Agreement, the Fee shall be modified only upon mutual decision by the Parties in writing. 
  2. b. Additional Payment: The Customer has been provided monthly events-based pricing package, depending upon their requirement upon subscription. For all extra events that the Customer requests for addition beyond the plan that has been chosen by the Customers hereto, the same shall be billed in the next billing cycle on a pro-rated basis. Any features, customisations, modifications or integration that the Customer may require, and which does not form a part of the original SaaS Services provided under this Agreement, shall be charged over and above the Fee as stated in Annexure II appended hereto.
  3. c. Payment Terms:
  4. ~i. Company shall raise the invoice for the Fee as per the rates mentioned in Annexure II appended hereto. The invoice shall be sent via e-mail and shall quote Customer’s details (such as address and other relevant information) (as applicable).  The invoice shall be sent on the assigned email address for this purpose and the hard copy shall be couriered only upon the request of the Customer. 
  5. ~ii. The Customer shall pay the Fee within 30 (thirty) days of receipt of the Invoice.
  6. ~iii. Delay in Payment: In the event of delay of payment of the Fee beyond the 30 (thirty) day period (as stated hereinabove), only 1 (one) letter for the delay in payment of the Fee shall be sent to the Customer (“Delay Letter”), thereafter, if the Customer does not make the payment of the Fee within 15 (fifteen) days of the receipt of the Delay Letter, then the (i) the Customer shall be liable to pay an interest of 1.5% per month on the invoiced amount from the date payment due date till the actual payment of the invoiced amount; in addition, the Company shall be at the liberty to (i) suspend Customer’s access to the SaaS Services and thereafter if the Customer continues to remain in default beyond 10 (ten) days then terminate this Agreement, without any further notice and/or liability.

7. Restriction and Responsibilities of the Customer

  • a. The Customer herein understands and agrees that it will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software, documentation or data related to the Software; modify, translate, or create derivative works based on the Software, and/or the SaaS Services or the Software; use the Software or the SaaS Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.  
  • b. The Customer shall not breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the Software; 
  • c. The Customer shall not send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws, send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
  • d. The Customer shall not store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; 
  • e. The Customer shall not use the Software in a way that infringes or misappropriates a third party's intellectual property rights or personal rights;
  • f. The Customer shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Software or any activities conducted on Company servers;
  • g. The Customer shall not merge or combine Software with any other technology not provided by Company without the prior written consent of Company;
  • h. Customer shall protect its password and takes full responsibility for its Account and shall notify Company immediately of any unauthorized use of any password or account or an other known or suspected breach of security; 
  • i. Customer covenants that it shall be solely responsible for the usage of the Software. 
  • j. The Customer herein shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS Services, including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like (collectively, “Equipment”).  The Customer shall also be responsible for maintaining the security of the Equipment, their account, passwords (including but not limited to administrative and user passwords) and files, and for all users of Customer’s account or the Equipment. Customer shall not provide/use false information to gain access to or use the SaaS Services.
  • k. Customer shall be solely responsible for acts and omissions of its users (especially their respective users with administrative access) and the Company shall not be liable for any loss of data or functionality caused directly or indirectly by the Customer’s users. By taking on license the SaaS Services, the Customer represents and warrants that the authorised users of the Software (being its employees or contractors) have given requisite permission to the Customer for input and use of their personal data to use the SaaS Software.
  • l. All data, information or material that (i) the Customer submits to the Software; and (ii) that is generated by the Customer's use of the Software, excluding any such data that describes or reflects the performance of the Software, belongs to the Customer ("Customer Data"). Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Data and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. The Customer hereby grants a royalty free license to Company to use the Customer Data for the purpose of providing the SAAS Services. 
  • m. Customer acknowledges that all data that describes or reflects the performance of the Software and all Intellectual Property Rights in such data belongs exclusively to Company and that the Customer shall not use any such data in any manner unless consented to by Company, in writing. All pre-existing Intellectual Property Rights of Company in the Services and Software, or any other Intellectual Property Rights not specifically created for the Customer shall remain with Company.

8. General Obligations and Warranties of the Company

  • a. The Company shall ensure that its employees and representatives shall, in performing its obligations under this Agreement, comply in all respects with all relevant Applicable Laws, statutes, regulations and orders for the time being in force. 
  • b. The Company hereby undertakes and covenants to not sub-delegate or further entrust, devolve or assign its rights and responsibilities in favour of any other person or party, however, if required the same shall only be undertaken upon prior intimation to the Customer.  Furthermore, in cases of sub-delegation or further entrustment or devolvement or assignment of its rights and liabilities in favour of any other person or party, the Company fully understands and agrees that it shall not be relieved from any of its obligations or liabilities which have accrued towards the Customer, hence the Company covenants to be liable for the acts or omissions of its employees, associates, partners, agents etc.
  • c. The Company shall protect the data of the Customer that it acquires during the term of the Agreement and shall take proper measures including without limiting the technical and security measures to safeguard the same. 
  • d. Company warrants that during the Term of this Agreement: The SaaS Service shall be performed materially in accordance with this Agreement, with all due skill, care and diligence in a safe, competent and timely manner and in accordance with the Applicable Laws and requirements of the Agreement; ii) Company shall make commercially reasonable efforts to make the SaaS Services available to the Customer as per Annexure I appended hereto; (iii) Company will employ then-current, industry-standard measures to test the Software to detect and remediate viruses, trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Software, and (iv) it has sufficient rights to the Software to grant to Customer a non-exclusive, non-assignable and non-transferable license to use the Software and access the SaaS Services; (vi) the provision of the SaaS Services and the Software and the use thereof by the Customer in accordance with the Agreement shall not result in any infringement of third party intellectual property rights.
  • e. The Service Levels for the SaaS Services is set forth in Annexure I appended hereto. The SLA sets forth the Customer’s sole remedy for availability or quality of SaaS Services. 
  • f. Disclaimer of Warranties: Except for the obligations set out specifically in this Agreement, Company makes no, and hereby disclaims any, representations or warranties of any kind, express or implied, with respect to the Software, the SAAS Services provided or the availability, functionality, performance or results of use of the Software. Without limiting the foregoing, except as specifically set out in this Agreement, Company disclaims any warranty that the Software, the SAAS Services provided by Company, or the operation of the Software are or will be accurate, error-free or uninterrupted. Company makes no, and hereby disclaims any, implied warranties, including without limitation, any implied warranty of merchantability, of fitness for any particular purpose or arising by usage of trade, course of dealing or course of performance, or interrupted / error free use of the Software.

9. Indemnification and Limitation of Liability

  • a. Company shall be liable for and shall defend, indemnify and hold the Customer, its affiliates, their employees, directors, contractors (the “Customer Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with: (i) any claim made by any third party (including, but not limited to, any claim made by any governmental or statutory authority) against the Customer Indemnified Parties arising out of or in connection with (i) any infringement (whether actual or alleged) of any patent or other intellectual property right arising out of or in connection with the performance of this Agreement by the Company; (ii) Breach of confidentiality obligations; (iii) wilful misconduct, gross negligence or misrepresentations by the Company and/or its authorised personnel; and/or (iv) Violation of Applicable Laws arising out of or in connection with the performance of this Agreement by the Company. 
  • b. The foregoing obligations and indemnities do not apply with respect to portions or components of the SaaS Services (i) not supplied by Company, (ii) that are modified after delivery by Company, (iii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where Customer’s use of the SaaS Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the SaaS Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the SaaS Service to be non-infringing with substantially similar features and functionality, or (b) terminate this Agreement, subject to a proportional refund of the Fee. 
  • c. If Customer becomes aware of any infringement, actual or suspected, or any other unauthorized use of the Technology by another person, Customer shall promptly give a written notice to Company specifying the particulars of such unauthorized use. Company, at its sole discretion, shall take whatever action it deems advisable in connection with any unauthorized use of the Software, and it shall notify Customer of its decision within 30 (thirty) days of being informed by Customer of any unauthorized use. If Company decides to take action of any kind against the unauthorized use, Company shall have sole control of the conduct of any such action. Company shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Company.
  • d. Customer shall be liable for and shall defend Company, its affiliates, their employees, directors, contractors (the “Company Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with any claim made by a third party on account of: (i) Infringement of such third-party intellectual property right by the Customer; (ii) wilful misconduct, gross negligence or misrepresentations; (iii) Breach of confidentiality obligations; and/or (iv) Violation of Applicable Laws arising out of or in connection with the performance of this Agreement by the Customer. 
  • e. Notwithstanding anything contrary to this Agreement, in no event shall either Party (nor any licensor or other supplier/subcontractor of the Company) be liable to the other for any indirect, consequential, special, punitive, exemplary or incidental loss or damages of any nature arising out of or in connection with this Agreement at any point of time. In no event shall the aggregate liability of either Party together with all of its affiliates arising out of or related to this Agreement exceed the total amount paid or payable by Customer hereunder for the SaaS Service giving rise to the liability in the twelve-month period preceding the first incident out which the liability arose. The foregoing limitation shall not apply to the Parties’ obligations (or any breach thereof) under Clause 5 (Restrictions and Responsibilities of Customer); Clause 9 (Confidentiality) and infringement of Intellectual Property.

10. Termination

  • a. This Agreement shall automatically renew for subsequent one (1) year terms at the end of the first Subscription Term (each renewed term a new “Subscription Term”) unless the intention to not renew is indicated by the Customer by giving the Company a written notice at least  30 (thirty) days prior to the end of a running Subscription Term. Upon the receipt of a notice from the Customer in the foresaid manner, the Company shall, at the end of the running Subscription Term, suspend the access of the Customer to the SaaS Services and terminate this Agreement. 
  • b. During the Term/Subscription Term (i) If either Party breaches the material provisions of this Agreement and fails to cure such breach within 30 (thirty) days from being notified in writing regarding such breach; (ii) If either Party becomes insolvent or bankrupt or makes a composition or arrangements with its creditors; or (iii) If either Party is wound up or a resolution for its winding up is made (other than for the purposes of an amalgamation or reconstruction whilst solvent); or (iv) If either Party has a liquidator, provisional liquidator, receiver, administrator or an administrative receiver or manager of its business or undertaking appointed, the other Party shall have the right to terminate this Agreement. 
  • c. Customer may terminate this Agreement without assigning any reason with a prior written notice limited to the first sixty (60) days of the subscription term to the Company. 
  • d. The expiry or termination of this Agreement shall be without prejudice to the rights and obligations of the Parties up to and including the date of expiry or termination and shall not affect or prejudice any term of this Agreement that is expressly or by implication provided to come into effect on, or continue in force after, such expiry or termination.

11. Notice and Other Communications

Any notice or other communication required or given under this Agreement shall be communicated or conveyed by the means of email through the registered email address being: If to the Company aditi@locale.ai ; if to the Customer [aunish]@grassdoor.com, with a copy to legal@grassdoor.com. In the event of change of email address, the onus of notification of such a change is on the party seeking modification of such details. A notice/communication sent via e-mail shall be deemed to be delivered within 24 (twenty-four) hours of sending the e-mail. In the event a notice or any other communication is conveyed in person or vide courier, it shall be deemed to have been received at the time of delivery or otherwise on the next business day of the recipient. All notices or other communications between the Parties shall be in the English language.

12. Intellectual Property Rights

  • a. Each Party shall retain all right, title and interest in its Intellectual Property Rights. No interest whatsoever in the other Party's Intellectual Property Rights is granted by this Agreement.
  • b. IP belonging to Company: The Company shall at all times own all rights, interest and title in all copyright, trademark, patents derivate works, designs and any other intellectual property and any bug fixes, improvements, updates thereto in the Software. The Company retains all ownership and use rights in the Software. The Company owns all rights in and to the Software and has full power and authority to grant the rights set forth herein. The Customer agrees not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software and/or Service(s) available to any third party, other than the agreed users/employees. Company shall have the right to: (a) make and update to the functionality and/or documentation of the Software; and (b) develop or acquire on its efforts and resources any and all improvements or modifications with respect to the Software, from time to time. However, the Parties agree that Company shall not (except at its sole discretion) be required to provide Customer a right to use the aforesaid, unless otherwise agreed between the Parties.
  • c. IP belonging to Customer: All right, title and interest in and to any material, document, equipment, data, tool, application, software, hardware, product belonging or licensed to Customer (by any other third-party) including all Intellectual Property Rights therein (collectively, “Customer Material”) are and will remain with Customer and the respective rights holders in any third-party provider to Customer. Company has no right, license or authorization with respect to any of Customer Material. 
  • d. Marketing and Publicity: Subject to prior review and approval by the Company of representative samples and/or copy, the Customer permits Company to use the name, logo and quotes provided by the Customer on Company's website, presentations, sales material, event participation material and any other similar material along with a description of the inter-se professional engagement between Company and the Customer. For the avoidance of doubt, any subsequent use that is consistent with the foregoing shall not require additional approval by the Customer. Company may on a case to case basis publish case anonymized studies relating to the deliverables or any solutions or any other results of this Agreement with prior written intimation to the Customer. The content of the case studies formulated by the Company in such an event shall be submitted to the Customer for prior written approval. Company agrees to take all commercially reasonable efforts to safeguard and not dilute, harm, misuse or bring the Intellectual Property Rights of the Customer to disrepute or misuse and undertakes do any and all acts to protect the Customer's right, title, interest in the Intellectual Property owned by it. Company agrees that the Customer's name, logo and/or trademark would be used by Company only in accordance with the guidelines communicated to Company by the Customer in this regard (if any), and only for the purposes as stated in this clause.
  • e. In cases where the Customer has agreed to (i) undertake digital marketing and/or social media based promotion of the Company or the Software; and/or (ii) provide interviews or comments on the Software or the SAAS Services provided herein, the Customer shall ensure that a mutually agreed number of hours per month is spent by authorized representatives of the Customer for such agreed marketing / promotional activities. 

13. Business Ethics

If required by the Customer, then the Company shall declare any conflicts of interest with the Customer including any relationship or financial interest of any nature whatsoever with employees, managers, other suppliers, Company’s or stakeholders of the Customer. 

14. Governing Law & Dispute Resolution Mechanism

  • a. This Agreement shall be governed by, construed and enforced in accordance with the laws of State of Delaware, USA;
  • b. Any and all disputes, differences, controversies and questions directly or indirectly arising at any time under, out of, in connection with or in relation to this Agreement (including, without limitation, all disputes, differences, controversies and questions relating to the validity, interpretation, construction, performance and enforcement of any provision of this Agreement ("Disputes") shall, so far as it is possible, be settled amicably through consultation between the Parties.
  • c. If after 10 (ten) days of consultation, the Parties fail to reach an amicable settlement, on any or all of the Disputes, such Disputes shall be submitted to final and binding arbitration at the request of any of the disputing Parties upon written notice to that effect to the other Parties. In the event of such arbitration:
  • d. The arbitration shall be in accordance with the rules of the JAMS Streamlined Arbitration Rules and Procedures, in force at the relevant time (which is deemed to be incorporated into this Agreement by reference);
  • e. All proceedings of such arbitration shall be in the English language. The venue and place of the arbitration shall be Los Angeles, California, United States, which shall be the seat of the arbitration; 
  • f. The arbitration shall be conducted a sole arbitrator appointed jointly/collectively by the disputing Parties. In the event that the disputing Parties are unable to agree on a sole arbitrator within 15 (fifteen) days following submission of the Dispute to arbitration, the sole arbitrator shall be appointed in accordance with the JAMS rules;
  • g. Arbitration awards shall be reasoned awards and shall be final and binding on the Parties; 
  • h. The existence or subsistence of a dispute between the Parties, or the commencement or continuation of arbitration proceedings, shall not, in any manner, prevent or postpone the performance of those obligations of Parties under this Agreement which are not in dispute; and
  • i. The costs of arbitration shall be shared equally by the parties thereto.

15. Other Legal Provisions

  1. a. Waiver: Neither the failure nor any delay on the part of any Party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
  2. b. Assignment: This Agreement, or any right or interest herein, shall not be assignable or transferable by any Party except with the prior written consent of the other Party.  For avoidance of doubts, change of control or internal reorganization of a party shall not deem to be an assignment for the purpose of this clause and no prior approval from the other party shall be required for the same.
  3. c. Amendments: This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties.
  4. d. Relationship between the Parties: The Company shall always for the purposes of this Agreement be an independent contractor. This Agreement does not constitute the Company as an agent, legal representative, partner or an employee of the Customer. Neither Party shall make any contract, agreement, warranty or representation on behalf of the other Party, or create any obligation, express or implied, on behalf of the other Party. The rights and obligations under this Agreement will inure to the benefit of the Parties hereto. This Agreement shall not create any rights of any person who is not a party to this Agreement.
  5. e. Force Majeure: If the performance of this Agreement by a Party is prevented, in whole or in part by causes beyond the control of the Parties which it could not avert despite its best endeavour and due diligence, the causes being: Acts of God, riot, war, blockade, embargo, flood, explosion, fire or earthquake, inevitable accident or epidemic or biological pandemic, viral outbreaks, strikes, go-slows, lockouts, revolution, riot, insurrection or other civil commotion, act of terrorism or sabotage, legal and governmental restrictions and orders etc. (collectively, “Force Majeure”), then such Party shall be excused from performing during the subsistence of the Force Majeure conditions the acts it is unable to perform provided that, the occurrence of such an event and the resultant prevention is communicated to the other Party as soon as practicable with sufficient details and materials to facilitate the verification thereof. However, the Party prevented from acting due to Force Majeure conditions shall be obliged to use commercially reasonable efforts to (i) mitigate all losses and damages (by activating and if available a business continuity plan) arising out of the Force Majeure conditions, and to (ii) overcome the Force Majeure condition and perform its obligations and inform as soon as practicable to the other Party about the cessation of the Force Majeure condition and the commencement of performance. However, notwithstanding anything to the contrary contained herein, in the event the Force Majeure condition exist unabated for a period more than 60 (sixty) days, the Party that is not affected by the Force Majeure event may terminate this Agreement.
  6. f. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements, including letters of intent and term sheets, either oral or in writing, between the Parties with respect to the subject matter herein. 
  7. g. Survival: The termination of this Agreement shall in no event terminate or prejudice: (i) any right or obligation arising out of or accruing under this Agreement attributable to events or circumstances occurring prior to such termination; (ii) any provision which by its nature is intended to survive termination, (Indemnification and Limitation of Liability), (Intellectual Property Rights); (Confidentiality);(Governing Law), (Dispute Resolution) and (Miscellaneous).