Last Updated – 12th June 2021
This document is an electronic record and is generated by a computer system and does not require any physical or digital signatures.
By electronic execution of the Service Order and accessing and using the Company Platform (as defined below) and Services (as defined below), you are agreeing to these terms of service (hereinafter referred to as “Terms of Service” or “ToS”) and concluding a legally binding contract with Magiclane App Services Private Limited, or Verloop Labs Inc, or Verloop Labs Limited, as may be mentioned under the Service Order. The three entities may collectively be referred to as “Verloop Group”.
Hereinafter each of the entities mentioned above shall individually be referred to as “Company” or “We” or “Us” or “Our” or “Verloop” as the context may require and permit. If the context specifically requires, Magiclane App Services Private Limited has individually been referred to as “Verloop India” also.
For the purpose of this ToS (as defined below), the Company and you may individually be referred to as a “Party” and collectively as “Parties”.
Verloop Group or the relevant Verloop Group entity has developed a proprietary interactive artificial intelligence platform (“Company Platform”), which provides multichannel conversational engagement automation services including but not limited to customer support, sales and marketing and responses to FAQs (to be referred to as “Services” as particularly detailed under each Service Order (as defined below) executed between the Parties.
The Company provides Services through a ‘software as a service’ (SaaS) model wherein the Company Platform is integrated to your online platform including but not limited to your website or your mobile application platform and/or social media channels/platforms as identified by you, in order to provide you with the Services (“Customer Platform”).
If you do not agree to be bound by all the conditions/terms enlisted in this ToS and the Service Order, please refrain from using the Platform and the Services.
Please note that any terms herein which are capitalised but have not been defined under this ToS, the same shall have the meaning ascribed to it under the Service Order, executed between you and the Company.
Your use of the Platform and the Services is subject to your adherence and compliance with these ToS, which may be updated, amended, modified or revised by the Verloop Group from time to time with or without notice to you. Your continued use of the Platform and the Services on and after any update, amendment, modification or revision shall mean your agreement with the same. It is important for you to refer to these ToS from time to time to make sure that you are aware of any revisions, amendments or modifications.
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify a person’s identity and authorization to access and use the Company Platform, and shall also include an employee/ user’s registered employee identification number, or their official e-mail address, as the case may be.
“Applicable Law” shall mean all laws, statutes, regulations, bye-laws, binding codes of conduct and guidelines, whether local, national, international or otherwise existing from time to time which are applicable to the person, act or activity in question.
“Authorized Users” means all Personnel (as defined below) authorized by you to access and use the Company Platform and Services by providing them Access Credentials through your authorized account to access the Platform.
“Service Order” shall mean the mutually agreed and executed agreement by the Parties, wherein, the Parties have agreed upon the commercial terms and conditions including but not limited to integration of Services with the Customer Platform, provision of the Services by the Company to you, your use of the Company Platform, payment of Service Fee (as defined below) by you to the Company, etc.
“Confidential Information” shall mean all information (whether in written, oral, or electronic or other formats) which relates to the technical, financial and business affairs, customers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, know-how and personnel of each Party and its affiliates which is disclosed to or otherwise learned by the other Party in the course of or in connection with the ToS and the Service Order (including without limitation such information received during negotiations, site visits and meetings in connection with the Service Order) provided, that the discloser of such information treats such information as confidential and a reasonable person would consider such information to be confidential based upon the nature of the information.
“Customer API(s)” shall mean Application Program Interface(s) contained within the Hosted Services System of the customer and used to facilitate communications between Customer and company platforms and/or systems.
“Customer Data” shall mean all the data regarding your business, products, services or any data relating to Customer Platform provided by you for enabling the Company to provide the Services under this Terms of Service and the Service Order.
“Designated Bank Account” means the Company’s bank account as specified in the Service Order by the Company.
“Effective Date” shall mean the effective date of the Service Order executed by the Parties.
“End Users” shall mean the users of the Customer Platform.
“End User Data” means the personally identifiable information/data inputted by the End User on the Customer Platform and shared by you with the Company under this Terms of Service and the Service Order.
“Implementation” means integration of Company Platform to interact with Customer Platform to retrieve Data necessary for provision of Services and pass-through the Data to Verloop India’s systems to facilitate the provision of the Services.
“Intellectual Property Rights” means any and all intellectual property rights whether registered or unregistered, and all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) works of authorship, designs, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection.
“Term” shall have the meaning as ascribed to it under the Service Order.
The Company shall provide you the Services in accordance with the terms and conditions of the Service Order and the ToS. The particulars of the Services being purchased by you from the Company shall be detailed and specified in the Service Order executed between the Parties. The Service Order executed by the Parties shall be subject to and shall be governed by the terms and conditions of this Terms of Service. and will include (i) the particulars of the Services being provided. (ii) the compensation and billing method for the Services or Fees; and (iii) any other applicable terms and conditions as may be agreed between the Parties specific to the Services.
In the event of conflict between the terms/provisions of this Terms of Service and the respective Service Order (including any exhibits or attachments thereto), the terms of the Service Order shall prevail, but only as regard to that respective Service Order. In case the Services and the Company Platform are being integrated with any third-party platforms or software by you including but not limited to any social media platforms/interactive platforms then such integration shall be subject to terms and conditions of such third-party platforms. In such case the Company’s liability shall only be restricted to integration of its Services and the Company Platform and the Company shall not be liable in case such third party platform restricts such integration or adversely affects the performance, uptime and efficiency of the Company Platform and Services. Further, it shall be your liability and responsibility to comply with the terms and conditions of all such third-party platforms.
Subject to your continuing compliance with the terms and conditions of this Terms of Service and the Service Order throughout the Term, the Company hereby grants you, a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable, revocable and royalty free license to use and access the Company Platform for the limited purpose of availing the Services.
Subject to Company’s compliance with the terms and conditions of this Terms of Service and the Service Order, you grant the Company a limited, non-exclusive, non-transferrable, , non-assignable and royalty free license to use Customer API(s) for the purpose of providing Services to you including but not limited to for the purpose of integration of the Company’s Platform to the Customer Platform, to receive Customer Data and End User Data (collectively referred to as “Data”) from the Customer Platform, etc. You hereby explicitly acknowledge and agree that the license granted to the Company to access and use the Customer API(s) also entitles the Company to sub-license the Customer API(s) to Verloop India only for accessing and using the Customer API(s) for the limited purpose of providing Services to you including but not limited to for the purpose of integration of the Company’s Platform to the Customer Platform and to receive the Data. Please note that at all times during the Term of the Service Order, the Company shall solely be responsible and liable under this ToS, including for any actions and inactions of Verloop India.
You along with the Company or any other Verloop Group company shall implement such processes whereby the Customer API interacts with the Company Platform for the purposes of providing Services to you. You shall also design and implement necessary features to ensure the Implementation, more particularly detailed under the Service Order.
Subject to Verloop India’s compliance with the terms and conditions of this Terms of Service and the Service Order, you grant Verloop India a limited, non-exclusive, non-transferrable, non-assignable, non-sublicensable and royalty free license to use Customer API(s) for the purpose of providing Services to you including but not limited to for the purpose of integration of the Company’s Platform to the Customer Platform, to receive Data from the Customer Platform, etc.
You along with Verloop India shall implement such processes whereby the Customer API interacts with the Company Platform for the purposes of providing Services to you. You shall also design and implement necessary features to ensure the Implementation, more particularly detailed under the Service Order.
Your use of the Company Platform as contemplated under this Terms of Service and the Service Order shall be subject to the following conditions:
The Services shall be available 99.9% of the time during the Term, measured monthly, and scheduled maintenance. If you request maintenance during these hours of uptime of Service, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Your sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit you 5% (Five percent) of Fees for each period of 30 (Thirty) or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as you notify the Company that downtime is occurring and shall continue until the availability of the Services is restored. In order to receive downtime credit, you must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in anyone (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under the ToS or the Service Order executed between you and the Company.
The Company or any other Verloop Group entity will provide technical support to the Customer via telephone, electronic mail, and live-chat support 24/7, with the exclusion of national holidays as indicated under the Applicable Laws (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by reaching out to the named Customer success manager or by emailing email@example.com. Live-chat support is available from within the admin console or dashboard available to the Customer on the Company Platform.
Helpdesk tickets raised on the available channels will be responded as per the following chart shared below:
The Company will provide you and your Authorized Users with Access Credentials to access and use the Company Platform, and you hereby agree and acknowledge that only the Authorized Users shall use and access the Company Platform only by using the Access Credentials. It is your responsibility and obligation to safeguard the Access Credentials and not allow any third party to access and use the Company Platform.
You may, through the Company Platform access the Services being provided by the Company. The Company reserves all the rights to modify and alter the Company Platform provided to you without taking a prior approval from you. The Company will ensure that such modification will not directly or indirectly hinder or adversely affect the Services being provided to you.
You grant the Company a limited, worldwide, transferable (limited as indicated herein), non-exclusive, sublicensable (limited as indicated herein), royalty-free license during the Term to use, reproduce, electronically distribute, transmit, perform functions on, display, store, archive, and make derivative works of the Data solely in order to enable the Company to make the Company Platform and Service available for your use pursuant to this Terms of Service and the Service Order. Notwithstanding anything to the contrary, Company may collect, aggregate and analyze the Data to improve and enhance the Services and for any such other purposes which may be beneficial for the Services. The Company shall solely disclose the Data in an aggregated and in personally unidentifiable form. You hereby explicitly acknowledge and agree that the license granted to the Company to access and use the Data also entitles the Company to sub-license and transfer the Data only to Verloop India and for Verloop India to use, reproduce, electronically distribute, transmit, perform functions on, display, store, archive, and make derivative works of the Data solely in order to enable the Company to make the Company Platform and Services available for your use pursuant to this Terms of Service and the Service Order. Please note that during the Term of the Service Order, the Company shall solely be responsible and liable under this ToS, including for any actions and inactions of Verloop India.
You hereby agree and acknowledge that the Services provided by the Company under this Terms of Service and the Service Order are directly related and dependent on the Data provided by you or the Data received by the Company through Customer’s Platform and/or Customer APIs.
You shall be solely liable for (i) the accuracy, quality, content, legality and use of the Data, including the means by which you have acquired and transferred such Data to the Company; and (ii) compliance with any Applicable Law.
During the Term, you will remain the owner of the Data. Company hereby agrees and acknowledges that any rights, titles and interest, including any Intellectual Property Rights in and to the Data, shall solely vest with you.
You acknowledge that the responsibility for all the Data provided by you to the Company for provision of Services, shall be your sole and exclusive responsibility including but not limited to in case of data breaches, hacks, DOS (denial of services) attacks, trojan or malware issues or any other kind of cyber threats or attacks caused at your end and not due to the fault of the Company.
By submitting your information you provide your consent to contact you via SMS, Phone, Email, WhatsApp, and other mediums as necessary.
The Company will and will ensure that Verloop India, use reasonable efforts to maintain the privacy and confidentiality of the End User Data and will put in place reasonable safeguard and system for the same including physical, technical, administrative, and organizational safeguards and in doing so, shall observe compliance with Applicable Laws.
You shall provide the Company with:
The Company warrants you that during the Term the Company Platform and the Services will operate and perform substantially in accordance with this Terms of Service and the Service Order, but the Company does not warrant that the Company Platform will be error-free at all times during the Term. Notwithstanding the foregoing, the Company shall not be responsible for any defect or error (i) occurring due to reasons which are not under control of the Company, and (ii) not reported to the Company or for any defect or error in the Company Platform due to modification or misuse of the Company Platform by you and/ or your Authorized Users and/or any third parties who get access to the Company’s Platform through you.
Pursuant to this Terms of Service you acknowledge and agree that the Services being provided by the Company are completely dependent on the Data provided by you and are subject to the specific uptime, scheduled downtime and reasonable resolution time as detailed under the respective Service Order. Therefore, the Company shall not be liable, and you shall not raise a claim on the Company, for any amounts, losses or liability (ies) incurred by you on account of any defects, bugs or errors in the Company Platform and/or the software, tools and materials used for the performance of Services caused due to the Data, or for any of the specific uptime, scheduled downtime and reasonable resolution time as detailed under the respective Service Order executed between the Parties.
During the Term, the Company shall provide you with copies of all new versions, updates, and upgrades of existing modules of the Company Platform and the Services (collectively, “Upgrades”), without an additional charge, promptly after commercial release of the Upgrade. Upon delivery to you, Upgrades will become part of the Company Platform and the Services and will be subject to this Terms of Service and the Service Order as maybe applicable.
On your request, the Company may also develop and modify the Company Platform or the Services to suit your specific requirements (“Customization”). Such Customization shall be done by the Company at a mutually agreed additional fee between the Parties. On receiving a request for Customization by the Company from you, the Company shall have the discretion to accept or reject such a request. In case the Company accepts the request for Customization by you then the Parties shall execute a separate statement of work in this regard and only upon execution of such statement of work the Company shall be liable to undertake such Customization.
You acknowledge and agree that you do not own any Intellectual Property Rights in the Company Platform and the Services. Except as expressly stated under this Terms of Service and/or the Service Order, the Company and/or any other company forming part of the Verloop Group does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Company Platform, Services or any ancillary software, services or documents provided by the Company as part of the Services to you.
You shall not own any Intellectual Property Rights in the Customization or any other changed, adapted and revised version of the Company Platform and shall have no right, interest and title to all product design, code, changes that the Verloop Group may introduce to the Company Platform during the Term.
Each Party hereunder represents, warrants and covenants to the other Party as follows:
You shall pay to the Company a fee for the Services provided and the license to use the Company Platform granted by the Company to you under this Terms of Service and the Service Order (“Fees”). You shall pay the Company Fees as detailed under your respective Service Order.
Fees payable to the Company must be paid by you in accordance with your respective Service Order. The Fees payable by you to the Company is exclusive of the applicable taxes under the Applicable Laws. You shall be liable to pay any applicable taxes under the Applicable Laws for the use of the Company Platform and the Services provided by the Company in addition of the Fees.
Each Party (hereinafter, the “Indemnifying Party”) shall indemnify and hold harmless the other Party, its officers, directors, officers, agents and employees (hereinafter, the “Indemnified Party”) from all liabilities against and in respect of any loss, claims, costs, damages, expenses, obligations, liabilities, actions, suits, including without limitation interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim resulting from or relating to any breach by the Indemnifying Party of any provision, warranty or covenant, or any non-fulfillment of any obligation under this Terms of Service and/or the Service Order (known collectively as “Liability”).
The foregoing obligation of indemnification do not apply with respect to portions or components of the Service and the Company Platform (i) which are not supplied by the Company and by any other Verloop Group entity, (ii) made in whole or in part in accordance with your specifications or customized for you by the Company, (iii) that are modified after delivery by the Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue to allegedly participate in the infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service and the Company Platform is not strictly in accordance with this Terms of Service and/or the Service Order. If, due to a claim of infringement, the 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 (i) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, or (ii) obtain for you a license to continue using the Service.
In particular, without limiting the generality of the foregoing, you shall defend, indemnify and hold harmless the Company and the Company’s Indemnified Parties, including the Verloop Group, from and against any and all Liability resulting from or relating to any breach by you of any provision, warranty or covenant, or any non-fulfillment of any obligation by you, under this Terms of Service and/or the Service Order and/or arising under the terms and conditions of such third party platforms to which the Company Platform and Services may integrate in accordance with your request under the Service Order and/or under a separate agreement executed with the Company by you.
You hereby covenant that the Company or any other Verloop Group entity during and after the Term shall not be liable for any End User claims arising due to the provision of Services by the Company to you and you hereby agree that you shall indemnify, defend and hold harmless the Company against any End User claims.
The Company and its officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Terms of Service and/or the Service Order or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (i) for error or interruption of use or for loss or inaccuracy or corruption of Data, or (ii) cost of procurement of substitute goods, services or technology or loss of business caused due to your negligence.
Notwithstanding anything stated herein, neither Party will be liable to the other, for any incidental, consequential, penal or indirect damages (including for loss of business or profits) even if advised of the possibility of the same arising under this Terms of Service or the Service Order. Further, except for breach of confidentiality, intellectual property infringement, and for gross negligence, the aggregate liability of either Party arising under this Terms of Service and/or the Service Order shall be limited to the Fees paid by you to the Company for the provision of Services through the Company Platform for 12 (Twelve) months prior to any Liability arising.
The obligations under this Clause of indemnification will survive the termination of the Service Order and this Terms of Service.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. You hereby acknowledge that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either directly by the Company or due to denial of services by third-party service providers required by the Company to provide Services, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Terms of Service or the Service Order, the Services and implementation services are provided “as is” and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Each Party agrees to maintain the Confidential Information in strict confidence and, except to the extent expressly permitted in this Terms of Service or the Service Order or otherwise consented to in writing by the other Party, not disclose by either Party or their respective representatives to any third party, except with the specific prior written consent of the other Party.
Each Party agrees as to any Confidential Information disclosed by a Party to this Terms of Service (the “Discloser”) to the other Party to this Terms of Service (the “Recipient”):
The aforesaid shall not be applicable and shall impose no obligation on a Party with respect to any portion of Confidential Information which: (i) was at the time received or which thereafter becomes, through no act or failure on the part of Recipient, generally known or available to the public; (ii) is already known to such Recipient prior to at the time or subsequent to disclosure by the Discloser from sources which to the Recipient’s knowledge are under no obligation of confidentiality to the Discloser; (iii) has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the Discloser shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order; or (iv) is developed by the Recipient without access to the Confidential Information, provided that such independent development is evidenced by written records.
The provisions of this Clause of confidentiality shall survive the termination of the Service Order and this Terms of Service till such time that the Confidential Information enters public domain.
This Terms of Service shall be governed by governing law as may be mentioned under the Service Order. Further any dispute arising out of, or in connection with, this ToS shall be resolved between the Parties as per the specific dispute resolution provisions mentioned under the Service Order, which are hereby included in this Terms of Service by reference.