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Terms & Conditions

EVATO PLATFORM TERMS & CONDITIONS

THE CUSTOMER AGREES AND ACKNOWLEDGES THAT THE USE OF THE EVATO/ORIGINAL4SURE/SUPPLYTICS/GYNGER PLATFORMS/MOBILE APPS/WEBSITES IS AT THE SOLE RISK OF THE CUSTOMER AND THAT COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED AS TO CONDITION, SUITABILITY, QUALITY AND FITNESS FOR ANY PURPOSES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE INFORMATION CONTAINED IN THIS WEBSITE / APPLICATION IS FOR GENERAL INFORMATION PURPOSES ONLY. THE INFORMATION IS PROVIDED BY EVATO AND WHILE WE ENDEAVOR TO KEEP THE INFORMATION UP TO DATE AND CORRECT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY OR AVAILABILITY WITH RESPECT TO THE WEBSITE OR THE INFORMATION, PRODUCTS, SERVICES, OR RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS THEREFORE STRICTLY AT YOUR OWN RISK. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE INCLUDING WITHOUT LIMITATION, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM LOSS OF DATA OR PROFITS ARISE OUT OF, OR IN CONNECTION WITH, THE USE OF THIS WEBSITE. THROUGH THIS WEBSITE YOU ARE ABLE TO LINK TO OTHER WEBSITES WHICH ARE NOT UNDER THE CONTROL OF EVATO. WE HAVE NO CONTROL OVER THE NATURE, CONTENT AND AVAILABILITY OF THOSE SITES. THE INCLUSION OF ANY LINKS DOES NOT NECESSARILY IMPLY A RECOMMENDATION OR ENDORSE THE VIEWS EXPRESSED WITHIN THEM. EVERY EFFORT IS MADE TO KEEP THE WEBSITE / APPLICATION UP AND RUNNING SMOOTHLY. HOWEVER, EVATO TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR, THE WEBSITE / APPLICATION BEING TEMPORARILY UNAVAILABLE DUE TO TECHNICAL ISSUES BEYOND OUR CONTROL.

 

FOLLOWING DOCUMENTS ARE HEREIN INCORPORATED BY REFERENCE:

1.      CUSTOMER AGREEMENT

2.      SERVICE TERMS

3.      SERVICE LEVEL AGREEMENT

4.      SITE TERMS

5.      ACCEPTABLE USE POLICY

6.      COOKIES POLICY

7.      PRIVACY NOTICE

8.      POLICY ON REPORTING COPYRIGHT INFRINGEMENTS

9.      GDPR DATA PROCESSING ADDENDUM

10.    POLICY ON REPORTING TRADEMARK INFRINGEMENTS

 

THIS SITE/ APPLICATION/ SERVICES IS/ARE OPERATED /PROVIDED BY EVATO TECHNOLOGY PRIVATE LIMITED. THESE TERMS AND CONDITIONS (“EVATO PLATFORM TERMS & CONDITIONS”) APPLY TO YOUR VISIT TO AND USE, OF THE SITE WHETHER THROUGH A COMPUTER OR A MOBILE PHONE, THE SERVICE AND THE APPLICATION, AS WELL AS TO ALL INFORMATION, RECOMMENDATIONS AND OR SERVICES PROVIDED TO YOU ON OR THROUGH THE SITE, THE SERVICE AND THE APPLICATION. THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THEREUNDER AS APPLICABLE AND THE PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. BY CLICKING ON THE “I ACCEPT” BUTTON (OR BY TICKING CONSENT BOX), YOU ARE CONSENTING TO BE BOUND BY THESE EVATO PLATFORM TERMS & CONDITIONS. PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL THESE EVATO PLATFORM TERMS & CONDITIONS BEFORE YOU USE THE SITE. IF YOU DO NOT ACCEPT ANY OF THE EVATO PLATFORM TERMS & CONDITIONS, THEN PLEASE DO NOT USE THE SITE OR AVAIL ANY OF THE SERVICES BEING PROVIDED THEREIN. YOUR AGREEMENT TO THESE EVATO PLATFORM TERMS & CONDITIONS SHALL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND EVATO IN RESPECT OF THE USE AND SERVICES OF THE SITE. YOUR ACCEPTANCE OF THE EVATO PLATFORM TERMS & CONDITIONS SHALL BE DEEMED TO INCLUDE YOUR ACCEPTANCE OF THE PRIVACY POLICY. BY ACCEPTING THESE EVATO PLATFORM TERMS & CONDITIONS, YOU ALSO ALLOW EVATO TO SEND YOU PROMOTIONAL EMAILS AND SMS ALERTS FROM TIME TO TIME.

 

ETPL Customer Agreement

 

This ETPL Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Evato Technology Private Limited (“ETPL,” “we,” “us,” or “our”), having its registered office at B-2, Third Floor, Swasthya Vihaar, New Delhi-110092, India, and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

 

1. Use of the Service Offerings.

 

1.1  Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Service Offerings.

 

1.2  Your Account. To access the Services, you must have an ETPL account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.

 

1.3  Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

 

2. Changes.

 

2.1  To the Service Offerings. We or our affiliates may change or discontinue any or all of the Service Offerings or change or remove functionality of any or all of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

 

2.2  To the APIs. We or our affiliates may change or discontinue any APIs for the Services from time to time. For any discontinuation of or material change to an API for a Service, we will use commercially reasonable efforts to continue supporting the previous version of such API for 12 months after the change or discontinuation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) would cause us to violate the law or requests of governmental entities).

 

2.3  To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.

 

3. Security and Data Privacy.

 

3.1  ETPL Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

 

3.2  Data Privacy. You may specify the ETPL regions in which Your Content will be stored. You consent to the storage of Your Content in, and transfer of Your Content into, the ETPL regions you select. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) subject to Section 3.3, move Your Content from the ETPL regions selected by you; except in each case as necessary to comply with the law or a binding order of a

 

governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Policy, and you consent to such usage. The Privacy Policy does not apply to Your Content.

 

3.3  Service Attributes. To provide billing and administration services, we may process Service Attributes in the ETPL region(s) where you use the Service Offerings and the ETPL regions in the India. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.

 

4. Your Responsibilities.

 

4.1  Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

 

4.2  Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

 

4.3   Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.

 

4.4   Log-In Credentials and Account Keys. ETPL log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

 

4.5   End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

 

5. Fees and Payment.

 

5.1  Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. We will invoice you from our registered office at the address of your establishment (as registered with the tax authorities, if applicable) receiving the Services in accordance with the applicable indirect tax laws. You will pay us the applicable fees and charges for use of the Service Offerings as described on the Site using one of the payment methods we support. Payment will be due within 30 days from the date of our invoice. All amounts payable by you under this Agreement will be paid to us without setoff, or counterclaim, and without any deduction, or withholding unless required by law. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. You

 

acknowledge that ETPL may display the applicable fees and charges for the Service Offerings on the Site in INR (or such other currency as ETPL may deem fit). However, ETPL will invoice you in INR calculated and converted in accordance with the conversion rate determined by us on the date of invoice (“INR Equivalent Fees”). You will only be liable to pay the INR Equivalent Fees indicated in each invoice.

 

5.2  Taxes. All fees and charges payable under this Agreement will be exclusive of applicable national, state or local Indirect taxes (“Taxes”) that ETPL is legally obligated to charge under the applicable laws. For the purpose of this clause, GST will include the Central Goods and Services Tax (“Central Tax”), the State Goods and Services Tax (“State Tax”), the Union Territory Goods and Services Tax (“UT Tax”), the Integrated Goods and Services Tax (“Integrated Tax”) as may be applicable. The Taxes charged by ETPL will be stated in the invoice pursuant to applicable laws. ETPL may charge and you will pay any applicable Taxes, which are stated separately on the invoice. As per the statutory requirement under GST, you will provide all necessary information such as the correct GST registered address, legal name and GSTIN (“GST Information”) in order for ETPL to issue correct GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will inform us in a timely manner, to enable ETPL to correct the GST tax invoice. ETPL will determine the place of supply for the Services based on the GST Information provided by you and accordingly, charge GST (CGST and SGST/UTGST or IGST) on its invoice. Any withholding taxes that may be applicable to the fees and charges payable to us are for our account. You will pay the fees and charges in our invoice in full (gross) without applying any withholding taxes. If you separately deposit applicable withholding taxes on such fees and charges to the applicable government treasury and issue us a withholding tax certificate evidencing such deposit, following receipt of the withholding tax certificate in original form, we will reimburse to you an amount equal to the taxes that are evidenced as deposited.

 

6. Temporary Suspension.

 

6.1  Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

 

(a)  your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other ETPL or ETPL customer, (iii) could subject us, our affiliates, or any third party to liability, or

(iv) could be fraudulent;

(b)  you are, or any End User is, in breach of this Agreement

(c)  you are in breach of your payment obligations under Section 5; or

 

(d)  you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

 

6.2   Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:

 

(a)  you remain responsible for all fees and charges you incur during the period of suspension; and

 

(b)  you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

 

7. Term; Termination.

 

7.1  Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.

 

7.2  Termination.

 

(a)   Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

 

(b)  Termination for Cause.

 

(i)   By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

 

(ii)  By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our or our affiliates’ relationship with a third-party partner who provides software or other technology we or our affiliates use to provide the Service Offerings expires, terminates or requires us or our affiliates to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

 

7.3  Effect of Termination.

 

(a)  Generally. Upon the Termination Date:

 

(i)  except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;

 

(ii)   you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);

 

(iii)  you will immediately return or, if instructed by us, destroy all ETPL Content in your possession; and

 

(iv)  Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.

 

(b)  Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following the Termination Date:

 

(i)  we and our affiliates will not take action to remove from the ETPL systems any of Your Content as a result of the termination; and

 

(ii)  we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.

For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.

 

8. Proprietary Rights.

 

8.1  Your Content. Except as provided in this Section 8, we and our affiliates obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End Users.

 

8.2  Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.

 

8.3  Service Offerings License. We or our affiliates or licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the ETPL Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some ETPL Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the ETPL Content or Third-Party Content that is the subject of such separate license.

 

8.4  License Restrictions. Neither you nor any End User will use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. You may only use the Marks in accordance with the Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

 

8.5  Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us or our affiliates any assistance we require to document, perfect, and maintain our rights in the Suggestions.

 

9. Indemnification.

 

9.1  General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your ETPL account and use by your employees and personnel);

(b) breach of this Agreement or violation of applicable law (including submission of any incorrect or inaccurate GST Information) by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party summons or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

 

9.2  Intellectual Property.

 

(a)   Subject to the limitations in this Section 9, ETPL will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

 

(b)  Subject to the limitations in this Section 9, you will defend ETPL, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

 

(c)   Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, ETPL will have no obligations or liability arising from your or any End User’s use of the Services after ETPL has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

 

(d)  For any claim covered by Section 9.2(a), ETPL will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

 

9.3  Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity:

(a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

 

10.  Disclaimers.

 

THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED,WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND

(IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

 

11.  Limitations of Liability.

 

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

 

12.  Modifications to the Agreement.

 

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Site or by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 90 days’ advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 90-day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.

 

13.  Miscellaneous.

 

13.1   Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

 

13.2   Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

 

13.3   Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

 

13.4  Governing Law. The laws of India, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us.

 

13.5  Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by ETPL or our affiliates will be resolved by binding arbitration by a sole arbitrator appointed by ETPL, rather than in court. The decision and award determined by such arbitration will be final and binding upon the parties. Court review of an arbitration award is limited. The arbitration will be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996, as may be in force from time to time. The arbitration proceedings will be conducted in English, and the seat of the arbitration will be New Delhi. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

 

13.6   Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the ETPL region in which any of the foregoing occur. You represent that you and the entities that own or control you, and the financial institutions used to pay ETPL under this Agreement, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

 

13.7  Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

 

13.8  Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

 

13.9  Confidentiality and Publicity. You may use ETPL Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose ETPL Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of ETPL Confidential Information, including, at a minimum, those measures you take to protect your own

 

confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.

 

13.10  Notice.

 

(a)  To You. We may provide any notice to you under this Agreement by:

 

(i)  posting a notice on the Site; or

(ii)  sending a message to the email address then associated with your account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

 

(b)  To Us. To give us notice under this Agreement, you must contact ETPL as follows: (i) by facsimile transmission to 011-40105289; or (ii) by personal delivery, overnight courier or registered or certified mail to Evato Technology Private Limited, B-2, Third Floor, Swasthya Vihaar, New Delhi-110092, India. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective 3 business days after they are sent.

 

13.11   No Third-Party Beneficiaries; Affiliates. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. You acknowledge and agree that our rights and obligations under this Agreement may be exercised or performed by one or more of our affiliates.

 

13.12   No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

 

13.13  Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

 

14.  Definitions.

 

“Acceptable Use Policy” means the policy located at https://evato.co/legal/aup (and any successor or related locations designated by us), as it may be updated by us from time to time.

 

“Account Information” means information about you that you provide to us in connection with the creation or administration of your ETPL account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your ETPL account.

 

“API” means an application program interface.

 

“ETPL Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. ETPL Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are

 

obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. ETPL Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the ETPL Confidential Information.

 

“ETPL Content” means Content we or any of our affiliates make available in connection with the Services or on the Site to allow access to and use of the Services, including APIs, WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). ETPL Content does not include the Services or Third-Party Content.

 

“Content” means software (including machine images), data, text, audio, video, or images.

 

“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://evato.co/documentation (and any successor or related locations designated by us), as such user guides and admin guides may be updated from time to time.

 

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own ETPL or ETPL account, rather than under your account.

 

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

 

“Marks” means any trademarks, service marks, service or trade names, logos, and other designations of ETPL and its affiliates that we may make available to you in connection with this Agreement.

 

“Policies” means the Acceptable Use Policy, Privacy Policy, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the ETPL Content and on the Site, and any other policy or terms referenced in or incorporated into this Agreement but does not include whitepapers or other marketing materials referenced on the Site.

 

“Privacy Policy” means the privacy policy located at https://evato.co/legal/privacy (and any successor or related locations designated by us), as it may be updated by us from time to time.

 

“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.

 

“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

 

“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Site, as they may be updated by us from time to time. The service level agreements we currently offer with respect to the Services are located at https://evato.co/legal/service-level-agreements/ (and any successor or related locations designated by us), as may be updated by us from time to time.

 

“Service Offerings” means the Services (including associated APIs), the ETPL Content, the Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third Party Content.

 

“Service Terms” means the rights and restrictions for particular Services located at https://evato.co/legal/service-terms (and any successor or related locations designated by us), as they may be updated by us from time to time.

 

“Site” means https://evato.co (and any successor or related locations designated by us including but not limited to https://original4sure.comhttps://supplytics.com etc.), as may be updated by us from time to time.

 

“Site Terms” means the terms of use located at https://evato.co/terms/ (and any successor or related locations designated by us), as may be updated by us from time to time.

 

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us. “Term” means the term of this Agreement described in Section 7.1.

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

 

“Third-Party Content” means Content made available to you by any third party on the Site or in conjunction with the Services.

 

“Trademark Use Guidelines” means the guidelines and trademark license located at https://evato.co/trademark-guidelines/(and any successor or related locations designated by us), as they may be updated by us from time to time.

 

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your ETPL account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in Original4Sure/Supplytics Dashboard. Your Content does not include Account Information.

 

Last updated September 30, 2018

 

Service Terms

 

Last updated: September 30, 2018

 

The following Service Terms apply only to the specific Services to which the Service Terms relate. In the event of a conflict between the terms of these Service Terms and the terms of the ETPL Customer Agreement or other agreement with us governing your use of our Services (the “Agreement”), the terms and conditions of these Service Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

 

1. Universal Service Terms (Applicable to All Services)

 

1.1.  You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, “Your Content” includes any “Company Content” and any “Customer Content”. As part of the Services, you may be allowed to use certain software (including related documentation) provided by us, our affiliates, or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.

 

1.2.  You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us or our affiliates and updated from time to time on the Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us or our affiliates and updated from time to time on the Site.

 

1.3.   You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us or our affiliates to verify your compliance with the Agreement. We and our affiliates may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us or our affiliates to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.

 

1.4.  If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we or our affiliates may remove or disable access to the Prohibited Content or suspend the Services to the extent we or our affiliates are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we or our affiliates may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, or as required to comply with any applicable law or any judicial, regulatory or other governmental order or request. In the event that we or our affiliates remove content without prior notice, we will provide prompt notice to you unless prohibited by law.

 

1.5.  From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each, a “Special Pricing Program”). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed the limitations by the Special Pricing Program. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Pricing Program as described in the offer terms for the Special Pricing Program or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms,

 

restrictions, or limitations (e.g., establishing multiple ETPL accounts in order to receive additional benefits under a Special Pricing Program), and we may immediately terminate your account if you do so. Any data stored or instances provided as part of a Special Pricing Program must be actively used.

 

1.6.  If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.

 

1.7.  You will ensure that all information you provide to us via the Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.

 

1.8.  From time to time, we or our affiliates may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

 

1.9.  If your Agreement does not include a provision on ETPL Confidential Information, and you and ETPL do not have an effective non-disclosure agreement in place, then you agree that you will not disclose ETPL Confidential Information (as defined in the ETPL Customer Agreement), except as required by law.

 

1.10.  Beta Service Participation

 

1.10.1.  This Section describes the additional terms and conditions under which you may access and use certain features, technologies and services made available to you by us or our affiliates that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Service”) or access and use Service Offerings available in Evato regions that are not generally available, including, but not limited to, any Evato regions identified by us or our affiliates as “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Region”).

 

1.10.2.  During the term of the applicable Beta Service or Beta Region (as specified by us or our affiliates), you may: (a) access and use the Beta Service or Service Offerings in any Beta Region solely for internal evaluation purposes; and (b) install, copy, and use any related ETPL Content that may be provided to you by us or our affiliates in connection with the Beta Service or Service Offerings in any Beta Region (“Beta Materials”) solely as necessary to access and use the Beta Service or Service Offerings in any Beta Region in the manner permitted by this Section.

 

1.10.3.  You agree not to allow access to or use of any Beta Service, Service Offerings in any Beta Region or Beta Materials by any third party other than your employees and contractors who (i) have a need to use or access the Beta Service, Service Offerings in the Beta Region or Beta Materials in connection with your internal evaluation activities, and (ii) have executed written non-disclosure agreements obligating them to protect the confidentiality of non-public information regarding the Beta Service, Beta Region and Beta Materials.

 

1.10.4.  You must comply with all policies and guidelines related to any Beta Service or Beta Region as posted on the Site or otherwise made available to you, including the Privacy Policy, Acceptable Use Policy, the Service Terms, and any additional terms and conditions for a specific Beta Service or Beta Region. We or our affiliates may add or modify restrictions, including lowering or raising any usage limits, related to access to or use of any Beta Service, Service Offerings in any Beta Region or Beta Materials at any time. If requested by us or our affiliates, you will promptly increase or decrease your usage of the applicable Beta Service, Service Offerings in a Beta Region or Beta Materials to the levels that we or our

 

affiliates may specify. Service Level Agreements do not apply to Beta Services or any Services Offerings in Beta Regions.

 

1.10.5.  We may suspend or terminate your access to or use of any Beta Service or Service Offerings in any Beta Region at any time and for any reason. We may at any time cease providing any or all of any Beta Service or any Service Offering in a Beta Region in its sole discretion and without notice. Beta Services and Services Offerings in Beta Regions also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance. We will use reasonable efforts to notify you in advance of scheduled maintenance, but we are unable to provide advance notice of unscheduled or emergency maintenance.

 

1.10.6.  In consideration of being allowed to access and use a Beta Service or Service Offering in a Beta Region, you agree to provide us with information relating to your access, use, testing, or evaluation of the Beta Service, Service Offerings in the Beta Region or any related Beta Materials, including observations or information regarding the performance, features and functionality of the Beta Service or any related Beta Materials as applicable, when and in the form reasonably requested by us (“Test Observations”). We will own and may use and evaluate all Test Observations for our own purposes. You will not use any Test Observations except for your internal evaluation purposes of the Beta Service or Beta Region.

 

1.10.7.  Beta Materials, Test Observations, Suggestions concerning a Beta Service or Beta Region, or any other information about or involving (including the existence of) any Beta Service or Beta Region are considered ETPL Confidential Information. You will not disclose (including, but not limited to, in a press release or public statement) any Beta Materials, Test Observations, Suggestions concerning a Beta Service, or any other information about or involving (including the existence of) any Beta Service, except as agreed by ETPL in writing.

 

1.10.8.   ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, WE OR OUR AFFILIATES ARE PROVIDING THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS AND BETA MATERIALS TO YOU “AS IS.” ETPL AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ETPL AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ETPL’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THE AGREEMENT FOR THE BETA SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

 

1.10.10. Because the Beta Services and Materials involve features, technologies and services that are not yet generally available, you acknowledge that any violation of this Section 1.10 could cause irreparable harm to us or our affiliates for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that we and our affiliates will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Section 1.10.

 

 

1.11.  You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark Test”) of the Service Offerings; provided, however, that you may not, and may not direct or permit third-parties to, disclose results or data produced from any Benchmark Test of a Service Offering, unless: (a) such disclosure includes all information necessary for us, our affiliates or any third-party to completely and accurately replicate the Benchmark Test; (b) you permit us or our affiliates to perform Benchmark Tests of your products or services and to disclose results or data produced from such Benchmark Tests, provided that such disclosure includes all information necessary for you or any third-party to completely and accurately replicate the Benchmark test; and (c) if you perform a Benchmark Test for a third-party, directly or indirectly, in exchange for consideration, you will identify the third-party and you represent and warrant that you have procured all rights necessary for us or our affiliates to perform Benchmark Tests of the third-party’s products or services and to disclose results or data produced from such Benchmark Tests.

 

2. Original4Sure

 

2.1.  You must own or have all necessary rights to use any domain name or SSL certificate that you use in conjunction with Original4Sure. You are solely responsible for the renewal, security and proper configuration of any SSL certificates that you provide for use with Original4Sure, including any disclosure of your SSL certificates to third parties.

 

2.2.  Original4Sure’s feature may utilize wide range of tools for various purposes including but not limited to a third party geo-location database, which may not be accurate in all situations.

 

 

3. Supplytics

 

3.1.  In connection with your use of Supplytics (including all modules, components, instances and instance types, hosts and other resources, dedicated, reserved or on-demand, collectively “Supplytics”) and the Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run.

 

3.2.   Using Microsoft Software. In conjunction with the Services, you may be allowed to use certain software (including related documentation) developed and owned by Microsoft Corporation or its licensors (collectively, the “Microsoft Software”).

 

3.2.1.  If you choose to use the Microsoft Software, Microsoft and its licensors require that you agree to these additional terms and conditions:

      The Microsoft Software is neither sold nor distributed to you and you may use it solely in conjunction with the Services.

      You may not transfer or use the Microsoft Software outside the Services.

      You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Software.

      You may not reverse engineer, decompile or disassemble the Microsoft Software, except to the extent expressly permitted by applicable law.

      Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services.

      Microsoft is not responsible for providing any support in connection with the Services. Do not contact Microsoft for support.

      You are not granted any right to use the Microsoft Software in any application controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any

 

similar scenario (collectively, “High Risk Use”). Microsoft and its suppliers disclaim any express or implied warranty of fitness for High Risk Use. High Risk Use does not include utilization of the Microsoft Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.

      Microsoft is an intended third-party beneficiary of this Section 4.2, with the right to enforce its provisions.

 

 

3.2.2.   For any instance running Microsoft Software (each, a “Microsoft Instance”), you may not use nesting, container or similar technologies to sell or resell multiple instances, portion(s) of an instance, or containers running within the Microsoft Instance, unless (a) you are the ultimate end user of the Microsoft Instance, (b) you have supplemented the Microsoft Instance with your own applications, or (c) you have added primary and significant functionality to the Microsoft Instance.

 

3.3.   Using Third Party Software. In conjunction with the Services, you may be allowed to use certain software (including related support, maintenance, and documentation) developed, owned or provided by third parties or their licensors. Use of third party software is subject to respective additional terms and conditions.

 

3.4.  As part of using Supplytics, you agree that your Supplytics resources may be terminated or replaced due to failure, retirement or other Evato requirement(s). To the extent permitted by law, we and our affiliates have no liability whatsoever for any damages, liabilities, losses (including any corruption, deletion, or destruction or loss of data, applications or profits), or any other consequences resulting from the foregoing. THE USE OF SUPPLYTICS DOES NOT GRANT YOU, AND YOU HEREBY WAIVE, ANY RIGHT OF PHYSICAL ACCESS TO, OR PHYSICAL POSSESSION OF, ANY EVATO SERVERS, EQUIPMENT, REAL OR PERSONAL PROPERTY, OR OTHER ASSETS.

 

4. Consolidated Billing

 

Consolidated Billing has been incorporated into Evato Organizations (See Section 10).

 

5. Evato Identity and Access Management (IAM)

 

5.1.  You may use IAM to create additional sets of security credentials (the “User Credentials”) under your ETPL account, the format of which may include a username and password, roles, policies, permissions, access keys, and/or a security token. The User Credentials are subject to change: (a) by you through the IAM APIs, or (b) if we or our affiliates determine in our reasonable discretion that a change is necessary. We will promptly notify you of any change we make to the User Credentials.

 

5.2.  You will ensure that all use of the Services under the User Credentials complies with the terms and conditions of the customer agreement between you and us that governs your use of the Services.

 

5.3.  You are responsible for all applicable fees associated with use of the Services in connection with IAM, including fees incurred as a result of any User Credentials. You are responsible for maintaining the secrecy and security of the User Credentials (other than any key that we expressly permit you to use publicly). You are solely responsible, and we and our affiliates have no liability, for any activities that occur under the User Credentials, regardless of whether such activities are undertaken by you, your employees, agents, subcontractors or customers, or any other third party. You are responsible for the

 

creation, distribution, and security (including enabling of access) of all User Credentials created under your ETPL account, including credentials that you have used IAM to create or disclose to other parties.

 

5.4.  Except as otherwise provided by ETPL, you may only use User Credentials for your internal use and may not expose your User Credentials publicly. You may not sell, transfer or sublicense or authorize the creation of User Credentials (other than public use of any key that we expressly permit you to use publicly) to any other party; provided that, you may disclose or cause to be disclosed User Credentials to your agents or subcontractors that are performing services for you, solely to allow the agents or subcontractors to use the Services on your behalf in accordance with the agreement between you and us that governs your use of the Services.

 

5.5.  Any third party identity provider that you use in connection with the Service Offerings is Third Party Content under the Agreement and may be provided directly to you by a third party under separate terms and conditions. You are solely responsible for complying with those terms and conditions. We and our affiliates may change, discontinue or deprecate support for an identity provider for any reason, including if the continued use of the identity service (a) poses a security or intellectual property issue, (b) is economically or technically burdensome, or (c) must be terminated to comply with the law or requests of governmental entities.

 

6. Evato Support

 

6.1.  We will provide “Support” in accordance with the terms of Evato Support Features page available at http://evato.co/premiumsupport (the “Guidelines”). Support is available only as described in the Guidelines. If you are experiencing problems with one or more Services in connection with your use of any Content that was provided to you by a third party (someone other than yourself or ETPL or its affiliates) then Support is not available.

 

6.2.   In providing Support, ETPL will use commercially reasonable efforts to (a) respond within the “Response Times” set forth in the Guidelines for all properly submitted cases from authorized individuals, and (b) work towards the identification and resolution of the problems submitted. When submitting a case, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. All Response Times are measured from the point when a case has been properly submitted by an authorized individual to us. Cases may be submitted as specified in the Guidelines. We do not represent, warrant or guarantee that (i) we will always be able to resolve a case fully, (ii) you will no longer experience a problem, (iii) we will provide a bug fix, patch or other workaround in connection with the identified problem, or (iv) any support or advice will result in any performance efficiency or improvement. You are solely responsible for the implementation and results of any suggestions or advice received.

 

6.3.   Unless otherwise set forth in the Guidelines, Support fees will be the greater of (a) the specified minimum monthly fee, or (b) a percentage of your monthly usage charges for all Services during the billing period. Regardless of when you sign up or terminate Support, you are obligated to pay for a minimum of thirty (30) days of support each time you register to receive the service. Implementation of any suggested configurations or improvements may result in additional fees and charges. We reserve the right to refuse to provide Support to any customer that frequently registers for and terminates the service.

 

7. [Reserved]

 

8. Evato Marketplace

 

8.1.  The Evato Marketplace is a venue operated by Evato that allows Content to be offered, sold, and bought. Content may be sold by Evato or a third party, and the party offering or selling the Content may

 

specify separate terms and conditions and privacy policies for the use of the Content. If the Content is offered or sold by a third party, that party will be the seller of record for the Content. Evato and ETPL are not a party to the terms with respect to Content offered or sold by third parties. Any Content of third parties offered through the Evato Marketplace constitutes “Third Party Content” under the Agreement. While Evato may help facilitate the resolution of disputes between you and third parties, Evato and ETPL are not responsible for Third Party Content and has no control over and does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of Third Party Content or listings, or the ability of sellers to offer the Content.

8.2.   Except to the extent Content is provided to you under a separate license that expressly states otherwise, neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Content, (b) reverse engineer, disassemble, or decompile the Content or apply any other process or procedure to derive the source code of any software included in the Content, (c) resell or sublicense the Content, (d) transfer Content outside the Services without specific authorization to do so, or (e) tamper with or circumvent any controls or make unauthorized copies of the Content.

 

8.3.   Evato may stop providing the Evato Marketplace (or any features of or listings within the Evato Marketplace) to you at Evato’s sole discretion, without prior notice to you. In addition, Evato may disable or remove Content already purchased, if Evato determines in its sole discretion that the Content may violate any Evato policies or any other regulations, policies or laws.

 

8.4.  You authorize Evato, its affiliates, and its third-party payment processors and any service providers to charge the payment method you select in your ETPL account for Content that you purchase in the Evato Marketplace. This may include one-time payments as well as recurring payments. A “recurring payment” is a payment that occurs at the specified intervals and amounts provided at the time of purchase (e.g. annually or monthly). The applicable fees and billing periods for the Content are listed on the confirmation screen when you place your order. Your authorizations will remain until cancelled. You may cancel your subscriptions at any time by logging into “Your Software Subscriptions” on the Site. Unless we specify otherwise, only valid credit cards may be used to purchase a recurring payment subscription.

 

8.5.  If you have provided your value added tax (VAT) registration number to us so that it can be applied to your purchases, then the information you provide with your registration (including your VAT registration number and the name and address associated with your VAT registration) will be shared with third parties from whom you have purchased software on the Evato Marketplace to the extent necessary for those third parties to comply with VAT invoicing regulations and requirements.

 

8.6.   You will be responsible for identifying and paying all applicable taxes, governmental fees, and charges (including any penalties, interest, and other additions) that may be imposed on you with respect to the purchases you make on the Evato Marketplace. The purchase fees and charges payable by you will be exclusive of all applicable Taxes, and will be made free and clear of any deduction or withholding, as may be required by law. For clarity, if any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amount, as necessary, to ensure that the net amount received by Evato is equal to the amount then due and payable by you for your purchases on the Evato Marketplace. Evato will provide you with such tax forms, as are reasonably requested, in order to reduce or eliminate the amount of any withholding or deduction for taxes, in respect of the payments made by you for purchases on the Evato Marketplace. Evato may charge, and you will pay, all applicable Taxes that we are legally obligated or authorized to collect from you. Evato will not collect, and you will not pay, any Taxes for which you furnish us a properly completed exemption certificate, or a direct payment permit certificate, for which Evato may claim an available exemption from such Taxes.

 

9. Evato Professional Services

 

9.1.  “Evato Professional Services” are advisory services and implementation assistance designed to help you use the other Services. If ETPL provides Evato Professional Services to you, then this Section 9 will apply. References to “Services” in the Agreement include Evato Professional Services.

 

9.2.  To receive Evato Professional Services, you must sign a statement of work for each specific project, which will describe the project and may include additional terms and conditions applicable to the project (each, a “SOW”). Each SOW is made part of the Agreement. ETPL or any of its affiliates may enter into SOWs with you. For the purposes of an SOW, references to “Evato” in the SOW and the Agreement will be interpreted as references to the Evato entity that signs the SOW. No Evato entity other than the Evato entity that signs the SOW has any obligations under such SOW. Any SOW (together with the Agreement as amended by such SOW) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement and supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to such subject matter. If there is a conflict between a SOW and this Section 9, and the SOW explicitly states that it intends to modify the conflicting terms, then the SOW will control.

 

9.3.  Each SOW will show the charges for the Evato Professional Services that will be provided. Charges are exclusive of applicable taxes, duties and levies (e.g., VAT, GST, sales tax and use tax). Charges for Evato Professional Services are in addition to any applicable fees for your use of the other Services. You will be invoiced monthly for the Evato Professional Services and you must pay all invoiced amounts in accordance with the terms of the Agreement. Payments for Evato Professional Services are not refundable.

 

9.4.   You acknowledge that we and our affiliates do not provide legal or compliance advice. You are responsible for making your own assessment of your legal and regulatory requirements and whether your proposed use of the Services meets those requirements.

 

9.5.  As stated in the Agreement, you are solely responsible for your use of Third Party Content, and this includes any Third Party Content recommended by us. Other than Third Party Content, Content that we provide as part of the Evato Professional Services is “ETPL Content.” You are solely responsible for testing, deploying, maintaining and supporting Content provided or recommended by us.

 

9.6.  Any materials or information that you own or license from a third party that is provided to us for the purposes of the Evato Professional Services are “Your Content.” If you choose to provide access to Your Content to us, then you will ensure that you have adequate rights and permissions to do so.

 

9.7.   To the extent that there is a conflict between this Section 9 and any Implementation Services Addendum between you and us or our affiliates, the terms of the Implementation Services Addendum will control, and references to “Implementation Services” in that addendum include “Evato Professional Services.”

 

10.  Evato Organizations

 

10.1.  Evato Organizations enables you to (i) create an “Organization” by joining a single ETPL account (the “Master Account”) with one or more ETPL accounts (each, a “Member Account”), and (ii) enable only consolidated billing or enable all features. Except as authorized by us, only ETPL accounts used by you, your affiliates, your employees, or your subcontractors currently doing work on your behalf may be joined in an Organization. By joining an Organization as a Member Account, you agree to disclose your billing, account activity, and account information of the Member Account to the Master Account.

 

10.2.  Consolidated Billing. By only enabling consolidated billing, the Master Account will pay all applicable charges for its Organization’s Member Accounts in accordance with the Master Account’s Agreement. If a

 

Master Account is suspended for non-payment, then all Member Accounts in the Organization will be suspended. Master Accounts and Member Accounts are jointly and severally liable for all fees accrued by Member Accounts while the Evato accounts are joined in an Organization.

 

10.3.  All Features. By enabling all features, (i) the consolidated billing terms as described in Section 10.2 will apply to your Organization; (ii) the Master Account will have full access to and control over its Member Accounts; and (iii) the Master Account is jointly and severally liable for any actions taken by its Member Accounts.

 

10.4.  Created accounts. When a Master Account uses Evato Organizations or the CreateLinkedAccount API to create an account (“Created Account”), the Master Account and each Created Account agree as follows: (i) each Created Account will be a member of the Master Account’s Organization with the Evato Organizations features that the Master Account enables from time to time; (ii) except as authorized by us, each Created Account is governed by the terms of the Master Account’s Agreement; and (iii) the Master Account is jointly and severally liable for any actions taken by its Created Accounts. Upon account creation, an IAM role is created in the Created Account that grants the Master Account full administrative access to the Created Account.

 

11.  Evato Media Services

 

11.1.  The distribution of files created by Evato Media Services may require that you obtain license rights from third parties, including owners or licensors of certain third party audio and video formats. You are solely responsible for obtaining such licenses and paying any necessary royalties or fees.

 

11.2.   We and our affiliates do not represent, warrant or guarantee the quality of any files you create through your use of Evato Media Services or that the files will be of a certain fidelity or error free.

 

12.  [Reserved]

 

13.  Evato Single Sign-On (Evato SSO)

 

13.1.  You are responsible for compliance with all end-user agreements and policies for the services or applications you access using Evato Single Sign-On.

 

14.  General Data Protection Regulation (GDPR)

 

14.1.  These Service Terms incorporate the ETPL Data Processing Addendum (“ETPL DPA”), available here, when the GDPR applies to your use of the Services to process Customer Data (as defined in the ETPL DPA).

 

14.2.  The ETPL DPA is effective as of 25 May 2018 and replaces and supersedes any previously agreed data processing addendum between you and ETPL relating to the Directive 95/46/EC.

 

ETPL Service Level Agreement

 

This Evato Service Level Agreement (“SLA”) is a policy governing the use of products & services of Evato under the terms of the Evato Customer Agreement (the “Evato Agreement”) between Evato Technology Private Limited and its affiliates (“Evato”, “us” or “we”) and users of Evato’ services (“you”). This SLA applies separately to each account using Evato. Unless otherwise provided herein, this SLA is subject to the terms of the Evato Agreement and capitalized terms will have the meaning specified in the Evato Agreement. We reserve the right to change the terms of this SLA in accordance with the Evato Agreement.

 

Service Commitment

Evato will use commercially reasonable efforts to make Evato Offerings available with a Monthly Uptime Percentage (defined below) of at least 99.95% during any monthly billing cycle (the “Service Commitment”). In the event Evato does not meet the Monthly Uptime Percentage commitment, you will be eligible to receive a Service Credit as described below.

 

Definitions

      “Monthly Uptime Percentage” for a given Evato Offering is calculated by subtracting from 100% the percentage of 1 minute periods during the monthly billing cycle in which the Evato Offerings was “Unavailable”. If you have been running that Evato Offerings for only part of the month, your Evato Offerings is assumed to be 100% available for the portion of the month that it was not running. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Evato SLA Exclusion (defined below).

      “Evato Offerings” means an Original4Sure, Supplytics, UID-LAPP, Desktop Client.

      “Unavailable” means that all connection requests to the running Evato Offerings fail during a 1 minute period.

      A “Service Credit” is a rupee credit, calculated as set forth below, that we may credit back to an eligible account.

 

Service Credits

Service Credits are calculated as a percentage of the charges paid by you for the Evato Offerings that did not meet the Monthly Uptime Percentage commitment in a billing cycle in accordance with the schedule below.

Monthly Uptime Percentage                                                              Service Credit Percentage

 

 
 

 

 

Less than 99.0%                                                                               0.0001%

We will apply any Service Credits only against future Evato payments otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the unavailability occurred. Service Credits will not entitle you to any refund or other payment from Evato. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one rupee (1). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Evato Agreement, your sole and exclusive remedy for any unavailability or non-performance or other failure by us to provide Evato is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

 

Credit Request and Payment Procedures

To receive a Service Credit, you will need to submit a claim by opening a case in the Evato Support Center. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

i. the words “SLA Credit Request” in the subject line;

ii. the dates and times of each Unavailability incident you are claiming;

iii. the DB Instance IDs and the Evato Regions of the affected Evato Offerings; and

iv.  your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which the request occurred. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

 

Evato SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Evato Offerings, or any other Evato Offerings performance issues:

(i)  that result from a suspension described in Section 6.1 of the Customer Agreement;

(ii)   caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Evato;

(iii)   that result from any voluntary actions or inactions from you (including but not limited to your employees, vendors, partners etc) or any third party (e.g., rebooting/tampering/handling a database, misconfiguring settings, misconfiguring security groups, credential settings, disabling encryption keys or making the encryption keys inaccessible, etc.);

(iv)  that result from you not following the basic operational guidelines described in the Evato User Guide (e.g., overloading a database instance to the point it is inoperable, creating excessively large number of tables that significantly increase the recovery time etc.);

(v)   caused by underlying database engine software that lead to repeated database crashes or an inoperable database instance;

(vii)  that result in long recovery time due to insufficient IO capacity for your database workload;

(viii)  that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or

(ix)  that result from any maintenance as provided for pursuant to the Evato Agreement; or

(x)  arising from our suspension and termination of your right to use Evato in accordance with the Evato Agreement (collectively, the “Evato SLA Exclusions”).

If availability is impacted by factors other than those explicitly used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

 

Evato Site Terms

 

Last Updated: September 30, 2018.

 

Welcome to the Evato site (the “Evato Site”). Evato Technology Private Limited and/or its affiliates (“Evato”) provides the Evato Site to you subject to the following terms of use (“Site Terms”). By visiting the Evato Site, you accept the Site Terms. Please read them carefully. In addition, when you use any current or future Evato services, content or other materials, you also will be subject to the Evato Customer Agreement or other agreement governing your use of our services (the “Agreement”).

 

PRIVACY

Please review our Privacy Policy, which also governs your visit to the Evato Site, to understand our practices.

 

ELECTRONIC COMMUNICATIONS

When you visit the Evato Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Evato Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

COPYRIGHT

All content included on the Evato Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Evato or its content suppliers and protected by India and international copyright law. The compilation of all content on the Evato Site is the exclusive property of Evato and protected by India and international copyright law. All software used on the Evato Site is the property of Evato or its software suppliers and protected by India and international copyright law.

 

TRADEMARKS

“Evato”, “Original4Sure”, “O4S”, “Supplytics”, “UID-LAPP”, “Evato Premium Support” and other Evato graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Evato in the India and/or other countries. Evato’s trademarks and trade dress may not be used in connection with any product or service that is not Evato’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Evato. All other trademarks not owned by Evato that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Evato.

 

PATENTS

One or more patents owned by Evato Technology Private Limited or its affiliates may apply to the Evato Site and to the features and services accessible via the Evato Site. Portions of the Evato Site may operate under license of one or more patents.

 

LICENSE AND SITE ACCESS

 

Evato grants you a limited license to access and make personal use of the Evato Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Evato. This license does not include any resale or commercial use of the Evato Site or its contents; any derivative use of the Evato Site or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. Unless otherwise specified by Evato in a separate license, your right to use any software, data, documentation or other materials that

 

you access or download through the Evato Site is subject to these Site Terms or, if you have an Evato account, the Agreement.

 

The Evato Site or any portion of the Evato Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Evato. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Evato without express written consent. You may not use any meta tags or any other “hidden text” utilizing Evato’s name or trademarks without the express written consent of Evato. Any unauthorized use terminates the permission or license granted by Evato. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Evato Site, so long as the link does not portray Evato, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Evato logo or other proprietary graphic or trademark as part of the link without express written permission.

 

YOUR ACCOUNT

 

If you use the Evato Site, you are responsible for maintaining the confidentiality of your Evato account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Evato reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion.

 

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

 

Visitors may post reviews, comments and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Evato reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Evato a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Evato and sublicensees the right to use the name that you submit in connection with such content, if they choose.

You and third parties may be permitted to upload certain software (including machine images), data, text, audio, video, images or other content (“Third Party Content”) to community areas of the Evato Site. You acknowledge that (a) Evato has not tested or screened Third Party Content, (b) you use any Third Party Content is at your sole risk, and© Third Party Content may be subject to separate license terms as determined by the person posting such content.

You represent and warrant that you own or otherwise control all of the rights to the content, including any Third Party Content, that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Evato for all claims resulting from content you supply. Evato has the right but not the obligation to monitor and edit or remove any activity or content. Evato takes no responsibility and assumes no liability for any content posted by you or any third party.

 

COPYRIGHT COMPLAINTS

 

Evato respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.

 

 

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

THE EVATO SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY EVATO ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. EVATO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE EVATO SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Evato DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EVATO DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE EVATO SITE; ITS SERVERS; OR E-MAIL SENT FROM EVATO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EVATO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE EVATO SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE EVATO SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

APPLICABLE LAW

 

By visiting the Evato Site, you agree that the law of the India, without regard to principles of conflict of law, will govern these Site Terms and any dispute of any sort that might arise between you and Evato.

 

DISPUTES

 

Any dispute relating in any way to your visit to the Evato Site or to services provided by Evato or through the Evato Site in which the aggregate total claim for relief sought on behalf of one or more parties exceeds Rs.5000 shall be adjudicated in any state or federal court in India, and you consent to exclusive jurisdiction and venue in such courts.

 

SITE POLICIES, MODIFICATION, AND SEVERABILITY

 

Please review our other policies on the Evato Site. These policies also govern your visit to the Evato Site. We reserve the right to make changes to the Evato Site, policies, and these Site Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

 

OUR ADDRESS

 

Evato Technology Private Limited

B-2, Third Floor, Swasthya Vihaar, New Delhi-110092, India

 

 

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

 

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Evato that your copyrighted material has been infringed.

      An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

      A description of the copyrighted work that you claim has been infringed upon;

      A description of where the material that you claim is infringing is located on the Site;

      Your address, telephone number, and e-mail address;

      A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

      A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Evato’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:

 

Copyright Agent/Evato Evato Legal Department

B-2, Third Floor, Swasthya Vihaar, New Delhi-110092, India e-mail: abuse@evato.co

Courier address:

Copyright Agent/Evato Evato Legal Department

B-2, Third Floor, Swasthya Vihaar, New Delhi-110092, India

 

Acceptable Use Policy

 

Last Updated September 30, 2018

 

This Acceptable Use Policy (this “Policy”) describes prohibited uses of the web services offered by Evato Technology Private Limited and its affiliates (the “Services”) and the website(s) located at https://evato.cohttps://original4sure.comhttps://supplytics.com (the “Site”). The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on the Site. By using the Services or accessing the Site, you agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, we may suspend or terminate your use of the Services.

 

No Illegal, Harmful, or Offensive Use or Content

 

You may not use, or encourage, promote, facilitate or instruct others to use, the Services or Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:

      Illegal, Harmful or Fraudulent Activities.Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming, or engaging in other deceptive practices.

      Infringing Content.Content that infringes or misappropriates the intellectual property or proprietary rights of others.

      Offensive Content.Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.

      Harmful Content.Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

 

 

No Security Violations

 

You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

      Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.

      Interception. Monitoring of data or traffic on a System without permission.

      Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

 

No Network Abuse

 

You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

      Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.

      Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.

 

      Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.

      Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.

      Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

 

 

No E-Mail or Other Message Abuse

 

You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

 

Our Monitoring and Enforcement

 

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or Site. We may:

      investigate violations of this Policy or misuse of the Services or Site; or

      remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the Site.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

 

 

Reporting of Violations of this Policy

 

If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please follow our abuse reporting process.

 

Cookies

 

Last updated: September 30, 2018

We use cookies, pixels, and other similar technologies (collectively, “cookies”) to recognize your browser or device, learn more about your interests, provide you with essential features and services, and for additional purposes, including:

              Recognizing you when you sign in use our offerings. This allows us to provide you with recommendations, display personalized content, and provide other customized features and services.

              Keeping track of your specified preferences. This allows us to honor your likes and dislikes, such as your language and configuration preferences.

              Conducting research and diagnostics to improve our offerings.

              Preventing fraudulent activity.

              Improving security.

              Delivering content, including ads, relevant to your interests on Evato sites and third-party sites (see the Interest-Based Ads notice for how we use cookies in serving interest-based ads).

              Reporting. This allows us to measure and analyze the performance of our offerings.

 

Evato cookies allow you to take advantage of some of essential Evato features. For instance, if you block or otherwise reject our cookies, you might not be able to use certain offerings that require you to sign in, or you might have to manually adjust some preferences or language settings every time you visit Evato sites. Approved third parties may also set cookies when you interact with our offerings. Third parties include search engines, providers of measurement and analytics services, social media networks, and advertising companies. Third parties use cookies in the process of delivering content, including ads relevant to your interests, to measure the effectiveness of their ads, and to perform services on behalf of Evato.

You can manage browser cookies through your browser settings. The ‘Help’ feature on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie, how to disable cookies, and when cookies will expire. If you disable all cookies on your browser, neither we nor third parties will transfer cookies to your browser. If you do this, however, you may have to manually adjust some preferences every time you visit a site and some features and services may not work.

See our Privacy Notice for more information about the types of information we gather.

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