TERMS AND CONDITIONS AGREEMENT

Please read these Terms and Conditions (hereinafter referred to as the “T&C“) carefully before using/accessing the website www.shengel.com (hereinafter referred to as the “Website”), which offers its software SHENGEL GO (“Software”) as a service (“Subscription”) by Shengel Technologies Private Limited (hereinafter referred to as the “Company”). The term “you” as used herein refers to all individuals and/or entities accessing the website through individuals (whether authorized in this behalf or not) for any reason.

These T&Cs shall govern the usage of the Website by you. It is your responsibility to review the T&Cs thoroughly. The Company reserves the right to modify the T&Cs from time to time without notice and in its sole discretion at any time by updating this web page, and your continued use of the Website after any modifications by the Company shall constitute your acceptance of such modifications.

The following T&Cs also apply if you choose to undertake a trial of the Subscription and upload your content on a trial basis (“Trial”). By continuing to use the Website and  irrespective of whether or not you are a registered user (hereinafter referred to as the “User”), by clicking “I Accept,” and/or logging onto the Website and or software application, you agree to be bound by the T&Cs and all of its terms and conditions. If you represent an entity, firm or company, clicking “I Accept” signifies that you are binding your entity, firm or company to the Agreement. If you do not agree to all the terms and conditions of the Agreement, click “Cancel”. In which case, you will not have any right to use the Website and/or the Subscription and shall not be further allowed to access the Website and/or the Subscription. These T&Cs are to be construed as an offer by the Company (till you do not click on any option) to you to access/use the Website and/or Subscription or undertake a Trial, which upon your clicking ‘I Accept’ shall be deemed to be acceptance thereof, making these T&Cs a binding contract in law (“Contract”). 

  1. Eligibility:

1.1  By using the Website, you represent and warrant that you are over the age of 18, have the right, authority, and capacity to accept the T&Cs and to abide by the Contract and are not a person barred from receiving services under the laws of India or other applicable jurisdiction. If you are not the above the age of 18 years, you are not eligible to use the Website and should stop doing so immediately.

1.2  By using the Website, you represent and warrant that you are of sound mind capable of contracting as understood under the applicable provisions of law and have the right, authority, and capacity to accept the T&Cs and to abide by all of the terms and conditions of this Contract and are not a person barred from receiving services under the laws of India or other applicable jurisdiction. If you are not above the age of 18 years, you are not eligible to use the Website and should stop doing so immediately.

 

2.  Limited license for temporary use of the Website, Subscription of the Software on a trial basis:

2.1   In the event you have not entered into software as a services agreement (“SaaS Agreement”) with the Company and are visiting or surfing the Website and/or using the Subscription or undertaking a Trial as a User, the Company grants you a limited, personal, non-commercial, royalty-free, non-assignable, non-transferable and non-exclusive license to use and access the Website and Subscription for the trial period of maximum thirty (30) days only (“Free Trial Period”) to use the software SHENGEL GO solely for your personal, non-commercial use unless otherwise agreed to by the Parties in writing. The Company reserves the right to discontinue the trial account at any time in its sole discretion, without any consequences as to loss or liability to you.   On the expiry of the thirty (30) day Free Trial Period, this Contract shall automatically expire and the Trial shall end which shall result in your access to the Subscription also ending as provided herein.

2.2    During the Free Trial Period, you will be entitled to select one or more of the following modules among the offerings of the Company (“Modules”):

  1. Document Management Module (DMM): To have access to any entity related document anywhere, anytime.
  2. Hazard Reporting Module (HRM): To report any Hazards (potential source of harm), assign to an individual and get it rectified. Complying with ISO / legal requirements.
  3. Incident Management Module (IMM): Reporting any incidents (Human injury, Near miss, Fire & Property Damage), conducting detailed investigation to identify root cause (e.g. Fish Bone, 5-Why and Fault Tree Analysis), assigning for corrective action and get it rectified.
  4. Audit Management Module (AMM): Organize formal audits, verify compliance against ISO standards and management system (e.g. Marketing objective, promotion, programs), identifying deviations, assigning for corrective action and get it rectified.
  5. Learning and Development Module (LDM): To deliver trainings, induction or orientation, Tool Box Talks and Pre-Task briefing with follow-up Q & A.

The number of Users that can access the Modules shall be as determined in the sole discretion of the Company, which shall in no event exceed five (5) Users during the Free Trial Period.

2.3  The information and Content (collectively referred to as the “Information”) provided on the Website is provided by the Company for general informational purposes only and shall not be redistributed by you. The Information provided on the Website may be displayed as determined by the Company in its sole discretion. All Content and Information you access through the Website is the Company’s proprietary information and you have no rights to use it except as set forth in this Contract. You agree to use the Website and the Information provided thereon only for your own personal use, and not to copy, distribute, reverse engineer, broadcast or re-broadcast, reproduce, retransmit, disseminate, sell, republish, post, circulate, or commercially exploit the Information available on the Website in any manner without the express written consent of the Company, nor to use the Information available on the Website for any unlawful purpose. Further, you shall not hack, spoof, spam, use robots or spiders or scripts, generate any code containing viruses, spyware, Trojan horses, worms, time bombs or like code, code that self-replicates, code that enables pop up marketing or gatoring, code that tracks use for any person or thing including yourself, or any harmful or deleterious programming routines or otherwise interfere with any such material or damages or causes to be damaged any computer, computer system, computer network, data, computer database or any other programmes in such computer. You agree to access the Information available on the Website manually by request and not programmatically by macro or other automated means, and to view the Information only as displayed on your terminal screen and not attempt to upload, intercept, extract or otherwise collect and/or record the Information through any technological means. You shall not download, copy, extract any data, computer database, information from such computer, computer system or computer network including information or data held or stored in any removable storage medium.

2.4  You expressly understand and agree that:

(i)  your use of the Website and the Subscription is at your sole risk, which is provided on an “as is” and “as available” basis. To the fullest extent permissible under applicable law, the Company hereby disclaims all representations and warranties, express, implied or statutory, including, without limitation, all warranties of title, non-infringement, and all representations and warranties relating (a) to the adequacy, timeliness, accuracy or completeness of any Information on the Website, (b) your use of the Website will be uninterrupted, error-free, or secure, (c) any errors or defects of Website, Information, Subscription will be corrected, (d) the Website or the servers on which the Website is hosted are free of viruses or other harmful components, (e) the services of the Website and the Subscription will meet your requirements, (f) the Module/s used by you will meet your expectations or (g) the results that may be obtained from the use of the Subscription available on the Website shall be accurate or reliable or (h) merchantability and fitness for a particular purpose. You assume total responsibility and risk for your use of, or reliance on, the Website and any Information provided on the Website. Information contained on the Website is subject to change at any time without notice.

(ii)  Any material downloaded or otherwise obtained by the use of the Website and the Subscription is done at your own discretion and risk and that you will be solely responsible and the Company shall not be liable for any damage to your computer system, loss of data that results from the download of any such material and any loss or damage of any kind including a loss of property or otherwise.

(iii)  No advice or Information, whether oral or written, obtained by you from the Website or through or from the Subscription shall create any warranty not expressly stated in the terms and conditions.

(iv)  During the Free Trial Period, the Company makes no commitment to fix any bugs, support or maintenance services associated or ancillary to the Subscription of the Software.

(v)  During the Trial and for the duration of the Free Trial Period, the Company shall not customise the Module or the Software or the Subscription for your benefit in any manner whatsoever. The objective of undertaking the Trial is merely to understand how the Subscription would work once you commit to the payment of fees for the same.  

(vi) The Trial does not include the support services that the Company normally provides once a customer executes the SaaS Agreement with it for the Subscription and Services.

(vii)  The Company shall be entitled to publicise and/or disclose that it has given a Trial to you during the Free Trial Period, without requiring your prior written consent.

 

3   Registration and Subscription:

In consideration of your use of the Website and the Subscription, you agree to: (a) provide true, accurate, updated and complete information about yourself as required for registering as a user and (b) maintain and promptly update the personal information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not updated or incomplete or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Subscription and/or Modules.

4   Password and Security:

As a User who is visiting the Website for a Trial of the Subscription, you will receive a username and password. This user name and password will be provided to you on the receipt of list of authorized names that shall access the account on your behalf. Any person other than the authorized person shall not access the account on your behalf.  If you engage the services of an external agency to undertake the Trial on your behalf, the prior written consent of the Company is required not only for such agency but also of each of the individuals authorized by the agency to act on their behalf. Any additional names of authorized persons shall be informed to the Company in writing before such person shall access the account. If this procedure is not followed, the Company may block your account for misuse. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. The Company is not responsible in any manner whatsoever for any misuse or use of the password and user name of your account.  Notwithstanding anything stated herein you shall be liable to the Company for any breach of the T&Cs committed by your employees or any individuals of the external agency so engaged by you to undertake the Trial. 

5  Use of the Software:

5.1     Usage Limits.

Access to and use of the Software is restricted to the Module availed off in the Trial. Unless otherwise specified, (i) the Software shall not be accessed by more than that number of Users, (ii) a User’s Credentials must not be shared with any other individual, and (iii) except with the permission of the Company, a User’s Credentials may only be reassigned to a new individual who is replacing an individual who will not have any further access to the Software. 

5.2  Usage Restrictions. 

You shall  not allow or assist any third party to: (i) make the Software or Content available to anyone other than Users or use the Software or Content for the benefit of anyone other than yourself; (ii) sell, resell, license, sub-license, distribute, make available, rent, or lease any Software or Content or include any Software or Content in a service bureau or outsourcing offering; (iii) use the Software or Content to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use the Software or Content to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the Software or Content contained therein; (vi) attempt to gain unauthorized access to the Software or Content or any related systems or networks; (vii) permit direct or indirect access to or use of the Software or Content in a way that circumvents a contractual usage limit or in a manner that violates this Contract; (viii) modify, copy, or create derivative works based on the Software or Content or any part, feature, function, or user interface thereof; (ix) frame or mirror any part of any Software or Content; or (x) disassemble, reverse engineer, or decompile the Software or Content, or access the Software or Content to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Software or Content, (3) copy any ideas, features, functions or graphics of the Software or Content, or (4) determine whether the Software or Content is within the scope of any registrable intellectual property rights.

5.3       Removal of Content. 

If the Company is required by a licensor to remove Content or receives information that the Content provided to the User may violate Applicable Law or Third-Party Content, the Company may promptly remove such Content from the Software. Upon request from the Company, the User shall remove such Content from its systems forthwith and without any delay.

5.4    Restrictions.

The User shall (i) be responsible for the accuracy, quality, and legality of the Data, the means by which User acquired its Data, and User’s use of its Data with the Software and/or Subscription, (iii) notify the Company of any such unauthorized access or use of the Software, (iv) use the Software only in accordance with this Contract and all Applicable Laws; (v) comply with terms of service of any third-party applications and hardware with which the User accesses the Subscription and uses the Software and/or the Modules. The User is responsible and liable exclusively, for maintaining the confidentiality of the Users’ Credentials and account information, and shall be responsible for all activities that occur as a result of the Users’ access to the Software. User will notify the Company immediately of any unauthorized use of the Users’ Credentials.

5.5    Removal of Data.

The Company does not pre-screen or approve Data but reserves the right to remove Data that the Company believes to be infringing, offensive, objectionable, or illegal at its sole discretion and without liability to the User or any other person or entity during the Trial. Upon removal of Data of the User, the Company shall inform the User in writing within two (2) days of doing so, along with the reasons why the Data was so removed.    Notwithstanding anything stated herein, the User shall not dispute the action of the Company regarding the removal of Data and the Company shall not be responsible or liable for any action taken hereunder, done in accordance with Applicable Laws and/or this Contract.

5.6    User’s Responsibilities.

The User is responsible for providing network termination for connectivity between the User’s local network(s) and the Software. Public bandwidth maintained by the User should be of sufficient capacity for the Software’s operation to the User’s satisfaction. The User has the sole responsibility for meeting the requirements and standards specified in the Documentation.   The User shall ensure he/she/it has the standard specifications as stated below to freely access the Software and Services without any hinderance in any manner whatsoever:

Standard Specifications

 

  1. Browser versions
  • Google Chrome – Recommended default browser. Latest version 81.0. Avoid using internet browser on phone, instead recommend using the Shengel GO Andriod Mobile application.
  • Microsoft Edge – latest version 81.0 (Chromium based). Avoid using internet browser on phone, instead recommend using the SHENGEL GO Andriod Mobile application.
  1. A stable and dedicated internet connection (high speed)
  2. A minimum 6” screen mobile with min 4G (5G Recommended) / Wi-fi connection
  3. A minimum 14” screen laptop (i5 processor or higher, Min 8 GB RAM and 500 GB HDD / SSD HDD (preferred)) with 1 Gb Ethernet or Wi-Fi connection
  4. A minimum 21.5” Monitor with Desktop (i5 processor or higher, Min 8 GB RAM and 500 GB HDD / SSD HDD (preferred)) or laptop with 1 Gb Ethernet or Wi-Fi connection
  5. Display / font: Use Windows default font size of 100%, increasing the size might affect the overall rendering of text in browser affecting user experience. Win default is 96 DPI (Recommended)
  6. OS Supported Windows / MAC OS and Linux:
    • Win 10 Home 32bit or Pro64 bit Edition with latest updates / patches.
    • Latest MAC OS with latest Chrome browser
    • Linux OS – Ubuntu 16 / 18 Releases
  7. Minimum display – XGA – 1024 * 768. FHD – 1920 * 1080 Highly recommended
  8. Recommend to use Andriod and iOS Mobile applications on phone vs. using internet browsers on phone
  9. Andriod OS versions supported: 8, 9 and 10
  10. iPhone supported: iPhone 7, 8 and 10 (with the latest OS)

Notwithstanding anything stated herein, the Company shall be entitled to change the Standard Specifications stated herein from time to time which shall be complied by the User to ensure the smooth and uninterrupted Subscription to the Software and the Modules hereunder.

Notwithstanding anything stated herein, the Company shall be entitled to change the Standard Specifications stated herein from time to time which shall be complied by the User to ensure the smooth and uninterrupted Subscription to the Software and the Modules hereunder.

5.7  Third Party Content

The User acknowledges and expressly agrees that the Company uses Third Party Content for providing the User access to the Subscription during the Trial.  In the event there are changes in the Third Party Content that are embedded or used to develop the Software or access the Software as stated therein, due to the  third party declaring ‘end of life’ for its Third Party Content or any part thereof, the Company shall recommend that the User move to an alternative/appropriate latest version of the software as may be required, which the User hereby agrees to comply with so that the Subscription enjoyed by the User continues without any interruption or hindrance or slowing down in any manner whatsoever.  

5.8 Force Majeure

During the Free Trial Period, the Company shall not be liable or responsible to the User or deemed to have defaulted or committed a breach of this Contract on account of any failure or delay in fulfilling or performing any term of this Contract, when and to the extent that such failure or delay is caused due to circumstances beyond the Company’s  control, including, for example, an act of God, act of government, flood, fire, earthquake, any natural disaster of whatever description, civil unrest, act of terror, war,  epidemic, strike or other labour problem, internet service provider failure or delay, or denial of service (each such event being ‘Force Majeure event’).

 

 

6.1  Prohibition on certain types of Data

6.   Compliance of Applicable Laws:

The Users shall not to host, display, upload, modify, publish, transmit, update or share any Data that —  

(a)     belongs to another person and to which the User does not have any right to;

(b)     is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

(c)   harm minors in any way;

(d) infringes any patent, trademark, copyright or other proprietary rights of any other Person;

(e)   violates any Applicable Law for the time being in force;

(f)   deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(g)   impersonate another person;

(h)  threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.

6.2   Upon the Company obtaining knowledge by itself or been brought to actual knowledge by an affected individual in writing or through email signed with electronic signature about any such Data as stated in Section 6.2 above, the Company shall act within thirty six (36) hours and where applicable, work with the User or owner of such Data to disable such Data from its Software. Further the Company shall preserve the Data and associated records for at least ninety (90) days for investigation purposes as required under Applicable Law. Without prejudice to what is stated herein, the Company shall inform the User of the non-compliance of this Section and shall have a right to immediately terminate this Contract prior to the expiry of the Term and discontinue the access of the User to the Subscription and remove non- compliant Data.

6.3       Protection of Data.

The Company shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of all Data. The Company’s Privacy Policy applicable to Data, is stated on its website www.shengel.com/legal/privacy is incorporated by reference and shall apply to the User and the Data uploaded by the User, as if the same is set out herein extenso.  

6.4     Collection and transfer of Data 

         The User hereby represents and warrants to the Company that the Data hosted, displayed, uploaded, modified, published, transmitted, updated or shared by the User on the Software is (i) collected for a lawful purpose; (ii) while collecting the Data, the User has ensured that the employees of the User or the entity on behalf of whom he/she accesses the Subscription during the Trial  whose Data is being so collected have knowledge of the fact that the Data is being so collected and being stored on the Software of the Company under the Subscription; (iii) have obtained the prior written consent of the providers of the Data before the Data is collected and thereafter hosted, displayed, uploaded, modified, published, transmitted, updated or shared by the User on the Software.  Notwithstanding anything stated herein, upon the Company obtaining knowledge by itself or been brought to actual knowledge by an affected individual in writing that no prior written consent was obtained before their Data was collected by the User and thereafter hosted, displayed, uploaded, modified, published, transmitted, updated or shared by the User on the Software or that the concerned individual’s consent was withdrawn mid-way, the Company shall be entitled to terminated this Contract and stop the access of the User to the Subscription unless it obtains the prior written consent and addresses the grievance of the concerned individual.    Without prejudice to what is stated herein, the Company shall also be entitled, but not obliged to, undertake an audit to ensure that the User has obtained the required prior written consents of the Data provider before the Data is collected by the User and thereafter hosted, displayed, uploaded, modified, published, transmitted, updated or shared by the User on the Software.

6.5    Reasonable Security Practices and Procedures

         The Company implements reasonable security practices and procedures namely The international Standard IS/ISO/IEC 27001 on “Information Technology – Security Techniques – Information Security Management System – Requirements for the protection of Data on its Software.   The Company shall undertake audit of these security practices and procedures as required by Applicable Laws from time to time.   You shall not be provided with any Data back-up nor shall you have any access to the Data uploaded during the Trial after the Free Trial Period.

7  Ownership of Intellectual Property Rights:

7.1    You acknowledge and agree that the Website, Modules, Subscription, Information, Content, tools and technology used in the building, development, creation and hosting of the Software and any other necessary software used in connection with the Website contain proprietary and confidential information that is protected by applicable intellectual property and Applicable Laws. The Company owns the copyright to all Information, works of authorship on the Website, Software, Modules, Content, Documentation and Subscription of the Company. All trademarks, service marks, and logos used on the Website are the trademarks, service marks or logos of the Company or permitted by the said proprietors for the display on the Website. You shall not use any such names, logos, trademarks, software and works of authorship without the Company’s prior written consent. You agree that other than the right to access the Modules, Software, Documentation and/or Content, view the Information contained on the Website under the terms and conditions set forth herein, you acquire no ownership, title, right or interest of any kind in or of the Modules, Software, Documentation and/or Content or any portion of any Information on the Website. You further, agree that all title, right and interest therein and thereto remains with the Company. You shall not copy any of the Modules, Software, Documentation and/or Content provided on the Website and must not copy this Information to any other website or similar forums as your content or otherwise. You shall not be entitled to request or demand from the Company for any code including source code of the Software under any circumstances.

7.2   Where the User is undertaking a Trial, the Company grants you a personal, non-transferable and non-exclusive right and limited license to use the Software through the Subscription; provided that you do not yourself or allow any third party to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in Software. You agree not to modify the Website, the Software, Information in any manner or form, or to use modified versions of the Website, the Software, Information including and without limitation for the purpose of obtaining unauthorized access to the Website, the Subscription and the Software. You agree not to access the Website by any means other than in accordance with the instructions provided by the Company for accessing the Website, Subscription and Software.

8   Confidentiality:

8.1  Definition of Confidential Information.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, including, but not limited to, the terms and conditions of this Contract, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. User’s Confidential Information includes, but it not limited to, the Data. The Company’s Confidential Information includes, but is not limited to, the Subscription. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is lawfully received without restriction from a third party, or (iv) was independently developed by the Receiving Party without knowledge or use of the Confidential Information.

8.2   Confidentiality Responsibilities.

 The Receiving Party shall: (i) use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care); (ii) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of this Contract, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to those of its employees and contractors who need that access for purposes consistent with this Contract and who have signed confidentiality agreements with the Receiving Party containing protections no less protective of the Confidential Information than those herein. Neither Party shall disclose the terms and conditions of this Contract to any third party other than its legal counsel, accountants, or any other person or entity that has, in Receiving Party’s discretion, a reasonable need to know such information (“Representatives”) without the Disclosing Party’s prior written consent, provided that a Party that makes any such disclosure to its Representatives will remain responsible for such Representatives’ compliance with this Section 8

8.3    Compelled Disclosure.

The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by Applicable Law to do so, provided that the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by Applicable Law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party and the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

 

9    Disclaimer of Damages and Limitation of Liability

9.1  You expressly understand and agree that the Company shall not be responsible or liable for any direct, indirect, incidental, special, consequential, exemplary, punitive or other losses or damages, including but not limited to, damages for loss of profits, loss of business, goodwill, use, Data or other intangible damages or losses, even if such party has been advised of the possibility of such damages, under any Trial, Contract, tort including, without limitation, negligence and liability or other legal theory, howsoever caused, arising out of or relating to (i) any way to the Website, the Subscription, Software, Modules and/or any Information or Content contained on the Website, or any errors or omissions therein, or your use of, or inability to use, or reliance on, the Website; (ii) the failure of the Subscription or Software or Modules in any manner whatsoever; (iii) the cost of procurement of substitute services resulting from any Data, information or services purchased or obtained or messages received or transactions entered into through or from the Website; (iv) unauthorized access to or alteration of your transmissions or Data; (v) statements or conduct of any third party; (vi) uploading of Data or (vii) any other matter relating to the Website.

9.2  Your sole remedy for dissatisfaction with the Website, Subscription, the Software and/or the Modules contained on the Website is to stop using the Website and/or accessing the Subscription. Notwithstanding anything stated herein or elsewhere, you expressly agree and understand that the Company is not liable or responsible for any act or omission caused to you on account of this Trial for the reason that it is a free Trial for a limited period namely the Free Trial Period.

 

10   Indemnity:

You expressly agree that you shall indemnify, defend and hold harmless the Company  harmless from and against any and all third party claims, allegations, demands, liabilities, losses, damages, awards, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees (“Claims”), that may be asserted, granted, imposed or brought against the Company for:

 (i)  infringement or alleged infringement of any rights in and to registered or pending patents, trademarks service marks, design rights, copyright, rights to extract or re-utilize data from a database or other database rights, confidential information and any other industrial or commercial property right whatsoever, whether existing now or in the future of any Person;

(II)  use or misuse of the Website, Subscription, Software and/or Modules, as a User or otherwise;

(iii)  breach of any of the terms and conditions contained herein;

(iv)  any representation and warranty being false and misleading in any manner whatsoever; and

(v)  any third-party claim or any offence committed by you in any manner whatsoever and under all applicable laws.

11  Privacy:

The Company’s policy with respect to the collection and use of your personal information and registration data is set forth in the Company’s Privacy Policy. For more information please click here

12  Termination:

12.1  In the event that you are accessing the Subscription on Trial, this Contract shall govern for as long as you are accessing the Subscription. You understand and agree that the Company shall have the right to terminate this Contract in case of Trial Users, and/or your access to and use of the Subscription, at any time in its sole discretion and without the requirement of written notification. 

12.2  Upon termination of this Contract each party shall cease use of any of the other party’s Content or Data provided hereunder, which shall be either promptly returned or destroyed. The terms of this Contract that by their nature should survive termination or expiry of the Free Trial Period shall so survive, along with any payments that accrue prior to such termination.

13  Modifications to the Website:

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any Person in any manner whatsoever for any modification, suspension or discontinuance of the Website.

14  Miscellaneous:

14.1  Nothing in this Contract shall be deemed to create a partnership or joint venture between the parties and neither you nor the Company shall hold itself out as the agent of the other. The Company and you shall be independent contractors only.

14.2  All notices shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the Company to whom notice is to be given or by email; or (b) on the date deposited with an overnight courier, cost prepaid and properly addressed to the Company at the address given hereinbelow:

Shengel Technologies Private Limited

             Email address: [email protected].                                    

             Attn:   Mr. Gaurav Chhaunker

             Phone No. +91 9900045093 / +971 52 745 7117.

14.3  This Contract shall be governed by and construed in accordance with Indian laws, without regard to conflict of law’s provisions. You hereby expressly and irrevocably consent to the exclusive jurisdiction of Hyderabad, Telangana courts for all disputes arising out of or relating to the use of the Website and the Subscription.

14.4  You certify that you have read and understood the above the T&Cs and that you agree to be bound by this Contract, and Privacy Policy. If any T&Cs of this Contract is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Contract and shall not affect the validity and enforceability of any remaining provisions. This Contract shall not be assignable or transferable by you except with the Company’s prior written consent. No waiver by the Company of any breach, default or condition hereunder shall be deemed to be a waiver of any other preceding or subsequent breach, default or condition. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This Contract, together with Privacy Policy referred to herein, constitutes the entire agreement between you and the Company relating to the subject matter herein and supersedes and any all prior or contemporaneous written or oral agreements. 

14.5  The Company may modify this Contract at any time by posting a revised version at shengel.com/legal/termsofuse which modifications will become effective on the day it is first posted. If the User objects to the updated Contract, as its sole and exclusive remedy, the User may choose to stop using the free Trial and terminate this Contract upon written notice to the Company. For the avoidance of doubt, any Trial is subject to the version of the Contract in effect at the time of the Trial during the Free Trial Period.

15  Definitions and Interpretation:

15.1  Unless repugnant to the context or meaning thereof, in this Contract the following shall have the meaning assigned to them below

“Applicable Law/s” includes all statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, tribunal, board, or court, including any amendments, re-enactment, substitution thereof, and shall include any subordinate legislation, rules and regulations framed thereunder from time to time of India only;

“Content” means Materials and other information provided by the Company to the User through the Subscription.        

“Data” shall mean any information, data and/or files, including and not limited to all text, files, images, graphics, illustrations, audio, video, photographs and other content and material (including Personal Data), in any format that the Users, transmits, uploads, creates or stores, to or on the Software or reside in, or run on or through the Software, in connection with the User’s usage of the Software    

 “Malicious Code” shall mean code, files, scripts, agents or programs intended to do harm, including for example, computer viruses, worms, Trojan horses, logic bombs, spyware, adware and hackdoor programs.

“Materials” shall mean web pages, data, messages, text, images, photographs, graphics, audio, video, photographs, webcasts, documents, press releases, white papers, product, data sheets, and all copyrightable works created by or delivered by the Company in relation to this Contract.

“Personal Data” shall mean all personally identifiable information, including name, address, telephone number, e-mail address, account or policy information, password, financial information such as bank account or credit card or debit card or other payment instrument details, physical, physiological and mental health condition, sexual orientation, medical records and history, biometric information about an identified or identifiable natural person.          “Subscription” shall mean Customer’s right to access the Company’s online-hosted or cloud based Software applications and certain related Software applications designed for use on the Users’ computers, laptops, tablets and/or desktops and installation and use on mobile devices (via mobile application) and the information and Content contained therein.

“Training” shall mean the one-time training provided to the number of Users as stated herein, while undertaking the Trial during the Free Trial Period by the Company.

“Third Party Content” shall mean all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of the Company and made available to the User through, within, or in conjunction with the User’s Subscription to the Software during the Free Trial Period. Examples of Third-Party Content include data feeds from social network services, rss feeds from blog posts, and data libraries and dictionaries. Third Party Content does not include Separately Licensed Third-Party Technology.

15.2  Unless the context of this Contract otherwise requires: 

(i) words using the singular or plural number also include the plural or singular number, respectively; 

(ii) the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Sections of this Agreement, as the case may be; 

(iii) reference to the word “include” shall be construed without limitation;