This website operating under the name of Param.ai is registered under the name of “FactEye Tech Labs Private Limited”. The Terms and Conditions displayed on this website, and the content and services available on or through any of the foregoing, shall hereinafter be referred to as the “Agreement” provided to you (“Customer”) by Param.ai.
BY ACCESSING OR USING THE SERVICE PROVIDED BY PARAM.AI, OR ANY CONTENT OR SERVICES PROVIDED ON THE SERVICE, YOU ARE AGREEING TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER OR THE COMPANY YOU WORK FOR, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND, AND DO HEREBY BIND, THAT ENTITY TO THESE TERMS.
Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), Param.ai grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to Use Param.ai’s web-based service expressly identified on each mutually accepted subscription order form or as selected by Customer on Param.ai’s online order page (each, an “Order”). “Use” means that Customer may access by up to the number of users indicated on each Order (“Authorized Users”) solely for internal business purpose.
Customer shall not, directly or indirectly, and shall not authorize any person, to the maximum extent permitted by applicable law, to (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (ii) translate, adapt, or modify; (iii) write or develop any program based upon; (iii) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, unauthorized persons to; (iv) transmit unlawful, infringing or harmful data or code to or from; (v) replicate significant portions of Param.ai’s data, or (vi) otherwise use except as expressly permitted hereunder, in each case of (i) – (vi), the Param.ai Service (including all technology constituting or used to provide such service) or Param.ai’s data, as applicable (collectively, “Param.ai”).
If Customer has selected a demonstration subscription to the Param.ai Service then during the Trial Subscription Term, the Param.ai Service will be provided to Customer on a trial basis and any subscription fee shall be waived. After the expiration of the Trial Subscription Term, unless Customer chooses to order a paid subscription to the Param.ai Service, Customer’s access to Param.ai will automatically terminate.
This Agreement will start on the effective date set forth on the first executed Order and, unless terminated earlier in accordance with this Agreement, will continue until the end of the last Subscription Term (as defined in the applicable Order) or the earlier termination of all applicable Orders. If Customer has selected a demonstration subscription on the Param.ai then the this Agreement will start on the date the Param.ai Service is first made available to Customer and will terminate thirty (30) days thereafter (the “Trial Subscription Term”). Param.ai may terminate the Trial Subscription Term for convenience at any time upon notice to Customer.
Effect of Termination
Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders, statement of works (“SOW(s)”), and access to Param.ai will automatically terminate; (ii) all outstanding payment obligations of Customer become due and payable immediately; and (iii) upon thirty (30) days from the date of termination, Param.ai will have no further obligation to store or permit retrieval of such data. The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.b, b, and 3 through 6.
In order to undertake and carry out the matters set out in this Agreement, the parties have requested and will request of each other, and have provided and will provide to each other, certain non-public, confidential and/or proprietary information, which will be exchanged between them in good faith, provided that the information will be solely in connection with the work on the project. No receiving party shall itself, or permit its employees or agents at any time to use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity any of the information, without the prior written consent of the party providing the information.
Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. As between Param.ai.ai and Customer, the Param.ai is the Confidential Information of Param.ai, and the Customer Data is the Confidential Information of Customer. The terms (but not the existence) of this Agreement is each party’s Confidential Information.
A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment. Param.ai may list Customer as a customer (and in connection therewith may use Customer’s trademarks, marks and tradenames) in its promotional and marketing materials, including its website.
Except for the limited rights granted in this Agreement: (i) Param.ai hereby retains all rights, title and interest, including all intellectual property rights, in relation to the Param.ai, including the work product resulting from any Professional Services (as defined in the applicable SOW), and (ii) Customer hereby retains all rights, title and interest in the Customer Data. Customer hereby grants to Param.ai and its affiliates a worldwide, irrevocable, perpetual, royalty-free license (i) to exploit without restriction all feedback regarding Param.ai; (ii) to use log and other information derived from Customer’s use of the Param.ai Service (“Usage Data”) as well as Customer Data in de-identified form, to improve Param.ai’s products and services; and (iii) to use all data made available to Param.ai by or on behalf of Customer to perform its obligations hereunder. The non-public data, input into the Param.ai Service by or on behalf of Customer shall be deemed “Customer Data.” Customer Data does not include public domain or publicly available data, data independently derived by Param.ai, or except as expressly described above, data obtained by Param.ai from a third party (e.g. from candidates). Except as expressly agreed, Param.ai has no obligation hereunder to obtain any third party data or pay any usage fee therefore.
Param.ai shall (i) defend, or at its option settle, any claim brought against Customer by a third party to the extent it alleges that Customer’s use of the Param.ai Service as authorized in this Agreement constitutes a direct infringement of trade secret of any third party, and (ii) pay, subject to the limitations set forth in Section 5, damages awarded in a final judgment, (or amounts agreed in a monetary settlement), in any such claim defended by Param.ai; provided that Customer provides Param.ai (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Param.ai in connection with the defense or settlement of, any such claim. If any such claim is brought or threatened, Param.ai may, at its sole option and expense: (a) procure for Customer the right to continue to use the applicable Param.ai Service; (b) modify the Param.ai Service to make it non-infringing; (c) replace the Param.ai Service with non-infringing technology having substantially similar capabilities; or (d) if none of the foregoing is commercially practicable, terminate the applicable Param.ai Service or this Agreement. Notwithstanding the foregoing, Param.ai will have no liability to Customer for any claim arising out of or based upon the use of the Param.ai Service in combination with software, products or services not provided by Param.ai, or Customer’s failure to use the Param.ai Service in accordance with this Agreement, or Customer Data.
SECTION a STATES THE ENTIRE LIABILITY OF Param.ai, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY Param.ai OR ITS SERVICE OR TECHNOLOGY OR ANY PART THEREOF.
Notwithstanding anything to the contrary in Section a, Customer shall defend or, at its option, settle, any Claim brought against Param.ai alleging that the use by or on behalf of Param.ai in accordance with this Agreement of the Customer Data and/or any Param.ai’s data obtained pursuant to a request from Customer infringes or misappropriates any third party’s rights or violates applicable laws, and Customer will pay damages finally awarded against Param.ai (or the amount of any settlement Customer enters into) with respect to such claim defended by Customer; provided that Param.ai provides Customer with (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Param.ai may appear, at its own expense, through counsel reasonably acceptable to Customer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PARAM.AI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. PARAM.AI DOES NOT WARRANT THAT THE PARAM.AI SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
Param.ai has no obligation to obtain, collect, store or use any data or information from any source, except if in the public domain or if Customer has sufficient rights to such data as may be necessary to perform Param.ai’s obligations under this Agreement without infringing or violating rights of others or the applicable law.
Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS NEITHER PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
Neither party may assign this Agreement nor any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Param.ai may assign this Agreement without the written consent of Customer as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions.
Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.
This Agreement shall be governed by and construed under the laws within the jurisdiction of India. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state of Telangana or as agreed by the parties in an event of dispute.
This Agreement is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Param.ai to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement.
Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other. Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courier service, or 3 days after deposit in the mail.
The relationship between the parties shall be that of independent contractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Customer agrees to comply with all applicable export control laws and regulations related to its use of Param.ai.