Prescreeing terms of usage Product Logos 02 2

Standard Terms of Usage



The Customer wishes to obtain access to Pre-screening.io wither through API or through login access to the Pre-screening.io web platform and avail the Products and Services (defined in the Agreement) from the Company, which the Company agrees to provide as per the “Standard Terms of Usage” as described below.



Terms of the Agreement

  1. Services

The Company shall provide the services for the Customer as envisaged under the Agreement.
Following implementation of the Product, Customer will have [30] days to verify that the enabled Product and associated Services are in compliance with the requirements of this Agreement, all applicable Specifications and Documentation (collectively, the “Acceptance Criteria”). The Company will provide all reasonable assistance to the Customer in connection with this testing. If the Customer gives the Company notice that the Services are not in full compliance with the Acceptance Criteria, then Company will correct any deficiencies, defects, and shortfalls within 15 days from the date of the Customer’s notice, and depending on the re-configurations sought by the Customer, an extended period of time being mutually agreed upon shall be made available to the Company to correct these deficiencies, defects and shortfalls.

 

Company also acknowledges that if the Customer is of the opinion that the Services (including, the Deliverables) are not in accordance with the Specifications, Customer shall inform Company of the same. Upon receipt of the objection, Company shall as maybe required, make the changes to its Product and release it once again.



  1. Acceptance

  1. This Agreement, and any other terms and policies referred to in this Agreement, form the agreement between Zigram and Customer

  2. The Customer agrees that the Company owns, or holds the relevant Intellectual Property rights to, the API and will license the use of the API and all software, Documentation and other materials provided by the Company to Customer in connection with the Services to the Customer in accordance with the terms contained herein.

  3. This Agreement sets out the terms upon which the Company has agreed to grant a license to the Customer to use the API. This Agreement is binding on any use of the Services and applies to the Customer from the time of signing this Agreement.

  4. It is agreed between the Parties that in case the Company’s Services are hosted on the Customer’s servers, the Company is entitled to ask the Customer for access to its server (which may include without limitation asking for login credentials to enable such access) for the limited purpose of (i) providing the Services in accordance with the terms of this Agreement; and (ii) ascertaining the number of calls made to the API and raising invoices based on such information. The Company acknowledges and agrees that the misuse of such access by the Company and/or any of its representatives could cause substantial loss and damage to the Customer and its customers. Accordingly, the Company shall take appropriate measures to ensure that no access is provided to any representative without prior written consent of the Customer.

  1. The Company represents and warrants that it owns or holds the applicable licenses to all Intellectual Property Rights including but not limited to copyright in the Services and any documentation provided with the Services by the Company to the Customer including any Customer configuration documentation and the Customer acknowledges such ownership and/or rights of the Company in relating to the foregoing.

  2. The Customer agrees that in order to provide maximum coverage, or to comply with any laws or regulations, or to improve the efficiency of the Services, the Company reserves the right to change, add or remove features of the Services from time to time in accordance with the terms contained herein. Where there is any material alteration to the Services in accordance with this clause or otherwise, the Company will provide the Customer with a prior written intimation and Company agrees that any such alteration shall be made post notifying the Customer.

  3. As part of its provision of the Services, ZIGRAM shall make available technical support to Customer in accordance with ZIGRAM’s applicable support terms as outlined in more detail in Annexure I to this Agreement. Upon notification from ZIGRAM, Customer shall promptly update any employees or outsourced personnel, as the case maybe, on Customer systems that interact with the Services.

  4. The Customer further agrees that the Company:

    1. will supply the Services on a non-exclusive basis;

    2. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is proven to be directly attributable to or caused by any failure of the Customer hosting or cloud environment or the facilities or services of any third party deployed directly by the Customer, as applicable, for accessing and using the Services;

    3. reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal, with a notice being given in writing to the Customer explaining the reasons for such refusal supported by documentation.



  1. Licence Restrictions

  1. The Customer must not access or use the Services except as required for the Customer’s internal compliance requirements and as permitted by under this Agreement and may not do or authorize the commission of any act that would or might invalidate or be inconsistent with the Company’s Intellectual Property rights in the Services. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:

    1. copy or reproduce the Services or the Documentation

    2. assign, sell, resell, transfer, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party except as expressly set forth herein

    3. modify, reverse engineer or disassemble the Services;

    4. decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Services, attempt to recreate the or use the Services for any competitive purposes;

    5. interfere with or disrupt the integrity or performance of the Services;

    6. attempt to gain unauthorized access to the underlying datasets, or its related systems or networks, or perform unauthorized penetrating testing on the Services

    7. “frame”, “mirror” or serve any of the Services on any web server or other computer server over the internet or any other network;; or

viii. alter, remove destroy, or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services.

  1. The Customer must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person within the jurisdiction in which the Customer or its employees, outsourced staff that have access to the Services are located.



  1. Data

  1. The Company represents and warrants that its licence and underlying data, if any:

    1. does not breach any relevant laws, regulations or codes;

    2. If the Services becomes, or ZIGRAM reasonably determines that the Services is likely to become, subject to a claim of infringement for which ZIGRAM must indemnify Customer as described herein, ZIGRAM shall at its expense: (a) procure for Customer the right to continue to access and use the Services, (b) replace or modify the Services so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing Services, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with service credits for the Services for the period following termination as calculated for the affected Service or the Customer shall be required to pay the relevant consideration only for the unaffected part of the Service post such termination.

  1. The Customer acknowledges and agrees that:

    1. The Customer shall maintain the Company’s data in a jurisdiction as maybe required under the Customer’s legal/regulatory requirements.

    2. The Company is not responsible for any corruption or loss of any data if such corruption or loss is directly due to an act or omission by the Customer, its Personnel; and

    3. The Company is not responsible for the integrity or existence of any of the Customer’s data (excluding any data made available/provided by the Company) on the Customer’s environment, network or any device controlled by the Customer or its representatives.

The Customer agrees to indemnify and hold the Company harmless for the corruption or loss of any dataset hosted on the Customer’s server to the extent the corruption or loss is solely attributable to the Customer in accordance with the terms of this Agreement.



Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.



  1. Party Responsibilities and Obligations

  1. Each Party must maintain commercially reasonable security measures to protect the other Party’s Confidential Information in its possession or control, or in the possession or control of its personnel, from unauthorized access, use, copying or disclosure. Further, Company will use commercially reasonable efforts to ensure that neither the Services, any Deliverable, or any software, code, firmware or media delivered to or used to provide the Services will contain any virus, Trojan horse, or malicious code, including any self-replicating or other computer instructions that may (i) prevent or inhibit use of the Services or a Deliverable, or (ii) result in unauthorized access to or modification of Customer’s Confidential Information or any software or systems used in connection with the Services (“Harmful Code”). If the Services, a Deliverable, or software, code, firmware or media contain Harmful Code, the relevant Party who becomes aware of such Harmful Code will immediately notify the other Party and the Company shall modify such Services, Deliverable, software, code, firmware or media to remove such Harmful Code.

  2. The Company shall not subcontract any of its obligations without (i) notifying the Customer of the scope of the proposed subcontract, the identity and qualifications of the proposed subcontractor and the reasons for subcontracting the work in question; (ii) causing the proposed subcontractor to agree in writing to perform and be subject to all of Company’s obligations under this Agreement; and (iii) obtaining Customer’s prior written approval of that subcontractor. Notwithstanding any approval by Customer, Company will remain solely responsible for all of its obligations and will be liable for any subcontractor’s failure to perform or abide by the provisions of this Agreement.

  3. If either Party becomes aware of any failure to comply with this Agreement or any other situation that reasonably could impact (i) the other Party’s integrity or internal controls or compliance with laws; or (ii) provision/usage of the Services and/or Deliverables or the business operations of the other Party, the affected Party will immediately notify the other Party of such situation and the impact or expected impact.

  4. The Customer must, at the Customer’s own expense:

    1. provide all reasonable assistance and cooperation to the Company in order to enable the Company to supply the Services in an efficient and timely manner use commercially reasonable endeavors to protect the integrity and deny unauthorized use of the data by its representatives;

    2. permit the Company and its representatives (being identified in writing) to have reasonable access to the Customer’s cloud environment for the sole purpose of supplying the Services.

    3. ensure that only Customer, its representatives and Authorized Users will access and use the Services and such use and access will be in accordance with the terms and conditions of this Agreement; and

    4. make any changes to its Customer environment that may be required to support the delivery and operation of any Services, details of which shall be provided to the Customer in writing and in advance.

e. Customer is responsible for its use of the Services and must ensure that no person having access to the Services uses the Services:

    1. to break any law or infringe any person’s rights including but not limited to Intellectual Property rights;

    2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

    3. in any way that damages, interferes with, or interrupts the supply of the Services.

  1. The Customer acknowledges and agrees that:

    1. it is responsible for all users using the Services including its representatives and any Authorized Users;

    2. if the Company wishes to alter the delivery of the Services which requires a change to the Customer’s environment (including reconfigurations or interface customization, to the extent necessary to access or use the Services) the Company may do so after obtaining prior written consent from the Customer upon which Customer will give reasonable assistance to the Company or make any such changes to the Customer’s environment, that the Company reasonably requires for the provision of Services;

    3. ZIGRAM shall be permitted to collect and use the Usage Data including number of checks performed daily/fortnightly, or monthly or any other frequency as per the Company for its billing purposes. In the event ZIGRAM wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and/or presented in the aggregate across all its Customers so that it will not identify/be identified with any single Customer or its Authorized Users.

  1. The Customer acknowledges and agrees that, on a best efforts’ basis, it will not, and will ensure each Authorized User does not:

    1. use the Services to violate any legal rights of any person, the client or other entity in any jurisdiction;

    2. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;

    3. make any unauthorized copy of any copyrighted material owned or licenced by the Company;

    4. introduce malicious programs into the Company’s system (e.g. viruses, worms, trojan horses, e-mail bombs);

    5. use the Services to make fraudulent offers of goods or services to its customers;

    6. use the Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorized to access or corrupting any data. For the purposes of this paragraph, “security breaches” also includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;

    7. use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and

    8. use the Services to circumvent user authentication or security of any of the Customer’s hosts, networks, or accounts or those of the Customer’s clients or suppliers. The Customer shall immediately and no later than 7 days notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.



  1. Representations and Warranties

The Company represents and warrants that:

  1. it is in the business of providing the Services and has the full right, power and authority to perform the Services and to develop, create and/or produce the Deliverables required under this Agreement without the consent of any third party; or, to the extent any consent is needed, the Company warrants that such consent has been obtained or will be obtained prior to the performance of such Services and/or delivery of such Deliverables, including but not limited to consent from the applicable media and other online platforms from where the information may be sourced by the Company;

  2. it will follow the applicable laws and adhere to the guidelines issued by any governmental authority, in relation to the Services rendered under this Agreement;

  3. not make any representations or warranties to any person or undertake any obligations which may require the Customer to undertake or be liable for, directly or indirectly, any obligation and/or responsibility to any third party;

  4. ensure that the API/login access required by the Customer is properly maintained and operated, including without limitation, identification and rectification of software and hardware problems;

  5. it has and will ensure all necessary security measures are in place and shall provide an uptime of the Services as per Annexure I

  6. it will comply with the Customer’s security policy in force and as maybe updated from time to time;

  7. it shall provide migration assistance as requested by the Customer in the event of a disaster, to ensure that the impact to such disaster on the Customer is reduced to the greatest extent possible;

  8. it shall provide all support services, assistance and cooperation to the Customer in accordance with the terms contained herein and/or as requested by the Customer; and

  9. if the Services or any part thereof contain Third-Party Materials, including in the upgrades or the new releases: (a) it will grant to the Customer, a sub-license to use such Third-party Materials; and (b) it has full authority to grant to the Customer, a license to use such Third-Party Materials and the operations of the same shall not infringe any Intellectual Property rights of any third party.



  1. Confidentiality

All Confidential Information that is communicated to and obtained by the receiving Party from the disclosing Party in connection with performing their respective obligations hereunder shall be held by the receiving Party in full trust. At no time the receiving Party shall use any Confidential Information obtained through performing its obligations under this Agreement either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner, except as may be required for its performance hereunder.



Confidential Information does not include any information or documentation that was: (a) already in the possession of the receiving Party without an obligation of confidentiality; (b) developed independently by the receiving Party, as demonstrated by the receiving Party, without violating the disclosing Party’s proprietary rights; (c) obtained from a source other than the disclosing Party without an obligation of confidentiality; or (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving Party).



Further, Confidential Information shall not include any information that is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law. In such an event, the receiving Party shall promptly send a written notice to the disclosing Party and provide the disclosing Party with at least 7 days’ time period. In any event, the receiving Party shall discuss and agree with the disclosing Party on the disclosures to be made under this clause.



The Parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors (if applicable) of a Party who have a need to know in connection with this Agreement or use such Confidential Information for any purposes whatsoever other than in accordance with the terms of this Agreement. The Parties agree to advise and require their respective employees, agents, or subcontractors of their obligations to keep all Confidential Information confidential and shall be responsible for any acts or omissions of such employees, agents, or subcontractors.



All Confidential Information disclosed under this Agreement shall be and remain the property of disclosing Party and/or their rightful providers (as the case may be) at all times. Nothing contained in this Agreement shall be construed as granting or conferring to receiving Party any rights or license, either expressly or by implication, in or to any Confidential Information disclosed by disclosing Party to receiving Party as a result of this Agreement.



Each Party shall use its best efforts to assist the other Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each Party shall advise the other Party immediately in the event either Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each Party will cooperate with the other Party in seeking injunctive or other equitable relief against any such person.



Upon termination of this Agreement, in whole or in part, each Party shall, within 5 days from the date of termination, destroy or return to the other Party (as may be required by the disclosing Party) any and all Confidential Information of the other Party, which are in such Party’s possession, custody, or control in the manner required by the disclosing Party.

All the confidentiality obligations of the receiving Party under this Agreement shall survive termination of this Agreement in perpetuity.



Customer grants ZIGRAM and its Affiliates during the Term of the Agreement the right to use Customer’s trade names, logos, and symbols (“Customer Marks”) in its public promotional materials and communications for the sole purpose of identifying Customer as a ZIGRAM customer. ZIGRAM shall not modify the Customer Marks or display the Customer Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other ZIGRAM customers. The foregoing promotional materials and communications may be created, displayed, and reproduced without Customer’s review, provided that they are in compliance with this clause and any Customer Marks usage guidelines provided by Customer to ZIGRAM in writing., Notwithstanding anything to the contrary in this Agreement, upon termination of this Agreement, Zigram may use Customer marks in any promotional materials and/or communications, with Customer’s prior written consent.



During the Term, Company warrants that the Services will perform in conformity with the Documentation and Specifications.



  1. Proprietary Rights

      1. Ownership

  1. The Company shall own and retain all rights, title, and interest in any kind of services software, applications, inventions, or other technology provided to the Customer or developed in connection with the Services, provided however that the Company shall grant to the Customer all rights with respect to the Deliverables, which may be further shared or utilized by the Customer as it may deem fit;

  2. Except as otherwise expressly indicated herein, the Company has and shall continue to retain and maintain all rights, title and interest to all intellectual property rights and proprietary rights in and related to any of the Services.

  3. To the extent Customer acquires any right, title, or interest in any Intellectual Property pertaining to the Services (other than Deliverables) (“Services IP”), all right, title, and interest in such Services IP shall belong to the Company.



      1. Customer Data and Vendor Information License

      1. Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant ZIGRAM any rights in Customer Data. Customer grants ZIGRAM the limited, non-exclusive, worldwide license to view and use the Customer Data solely for the purpose of providing the Services.

      2. The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Services, including the Company’s name and its logos and trademarks reproduced through the Service.

      3. Company is solely responsible for updating the datasets from time to time and ensuring that the content of the Deliverables is accurate and sourced from resources which are independently verified by the Company. Customer is solely responsible for: (i) the content, quality and accuracy of Customer Data as made available by Customer and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the Services; (iii) ensuring Customer has a valid legal basis for processing Customer Data; and (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations.



  1. INDEMNIFICATION

Both Parties hereby undertake and agree that the Party in breach hereof (“Defaulting Party”) shall indemnify and keep the other Party, its officers, directors, and employees (each a “Non-Defaulting Party”), fully indemnified from and against all direct and actual losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, claims or expenses of whatsoever kind, including reasonable attorneys’ fees, arising out of or resulting directly as a result of gross negligence, misrepresentations or breach of any covenants, representations and/or warranties provided under this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable claim resulted from the acts or omissions of the Non-Defaulting Party.



The indemnification rights under this Agreement are independent of, and in addition to, such other rights and remedies which the Non-Defaulting Party may have at law, or in equity or otherwise, including the right to seek specific performance, damages or injunctive relief, all of which rights and remedies shall be available to the Non-Defaulting Party and shall not be affected or diminished hereby.



  1. Limitation of Liability

Notwithstanding any other provisions of this Agreement:

  1. Both Parties shall defend and hold harmless the aggrieved Party , in case of fraud, gross negligence, willful misconduct or established breach of third party intellectual property rights apply. In no event, shall either Party be liable to the Other Party for a monetary amount greater than the Fees for the immediately preceding 12 months paid by the Customer for Services rendered pursuant to this Agreement.

  2. The limitations set forth in this clause 12 shall survive termination and apply even if any other remedies fail on their essential purpose.



  1. Payment Terms

  1. The Customer must pay the Company: 

    1. the Fee being undisputed; and

    2. All Fees shall be billed in the currency specified in the Agreement and are payable in advance on a monthly/quarterly/annual basis as maybe mutually agreed as per the Agreement.

  1. The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the Services. Each Party will be individually liable for its compliance requirements with such Indirect Taxes, as per applicable law. ZIGRAM shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. For the avoidance of doubt, ZIGRAM will be responsible for direct taxes imposed on ZIGRAM’s net income or gross receipts in its tax jurisdiction



  1. Privacy

  1. Each Party and its representatives agrees to comply with its obligations and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its representatives in connection with the Services and this Agreement.

  2. Each Party must ensure that any collection, processing, use, disclosure and transfer of personal information in connection with the performance of its obligations under this Agreement complies with all applicable laws and the privacy policy of the Customer.

  3. Each Party must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference, and loss, and from unauthorized access, modification and disclosure (“Data Breach”). Each Party will promptly give written notice to the other Party of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the other Party in respect of the Data Breach.

  4. This clause will survive the termination or expiry of this Agreement.



  1. Data & Information Security

  1. Customer shall: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. ZIGRAM shall not be responsible for Customer’s security controls with respect to Customer Data during the Service Term, unless any breach of such security controls is due to the acts or omissions of ZIGRAM and/or its representatives. ZIGRAM shall (i) ensure that it has in place appropriate administrative, physical and technical measures and controls in place designed to protect the security and confidentiality of the login credentials provided to it and/or its authorized representatives for access to the Customer’s server against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties;(ii) ensure data to be uploaded pursuant to the performance of its obligations hereunder has been verified against viruses and malware and has no Harmful Code. Zigram shall further provide VAPT and source code audit reports of the code that Zigram is deploying in the Customer’s server pursuant to the provision of the Services hereunder in the manner requested by the Customer.

  2. Compliance with Notification Laws: The Parties shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.

  3. Procedure After Unauthorized Disclosure: Within 15 days of discovering any breach of a Party’s security obligations or any other event requiring notification under applicable law, the Party shall notify the other Party, and any other individuals requires to be notified, of the breach or other events by telephone and e-mail. Where the security breach is solely attributable to the Customer, it shall be exclusively the Customer’s responsibility to manage the issue at their end and inform its clients accordingly who maybe the subjects of the breach. Where the security breach is solely attributable to the Company, it shall be exclusively the Company’s responsibility to manage the issue at their end and inform the Customer of such breach.



  1. Term & Termination

  1. This Agreement will remain in effect on a continuous basis until terminated in accordance with the terms set forth in the Agreement;

  2. Each Party may terminate this Agreement with immediate effect by delivering notice of the termination to the other Party, if:

  1. The other Party has materially breached, any of its obligations, covenants, or representations, and;

  2. The breach, if curable, remains uncured for a period of 180 days’ after the aggrieved Party delivers notice to the breaching Party reasonably detailing the breach.

  1. The Company may terminate this Agreement by providing prior notice of the termination to the Customer if the Customer fails to pay the undisputed invoice amount for a period of more than 90 days from the due date.

  2. Upon termination of this Agreement, the Customer shall cease using the API, and destroy and return all intellectual property belonging to the Company and also immediately cease making any references to the Company immediately.



  1. Miscellaneous

  1. Assignability: Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.

  2. Notices: Any notice required to be given to a Party shall be in writing and delivered by certified mail, personal delivery, or e-mail at the addresses mentioned in the Agreement. E-mail (Zigram): namita.adlakha@zigram.tech; 

  3. Force Majeure: Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that Party’s reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.

  4. Modification: No modification of this Agreement shall be made unless in writing, signed by both Parties.

  5. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect.

  6. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of India, and the New Delhi courts, where the proceedings are initiated by the Company and Bangalore courts, where the proceedings are initiated by the Customer, shall have exclusive jurisdiction over matters of dispute under this Agreement. Both Parties consent to the jurisdiction of such courts, agree to accept service of process by mail.

  7. Dispute Resolution: If mutual resolution cannot be reached within 30 days from the date of raising of any dispute, either of the Parties shall be free to refer such dispute to arbitration under the Arbitration and Conciliation Act, 1996 by a single arbitrator to be appointed by mutual consent of both the Parties. The seat and venue of arbitration shall be in New Delhi. The arbitration proceedings shall be conducted in English. Any award made in such arbitration will be final and binding on the Parties. The Parties agree that all negotiations connected with the dispute shall be conducted in confidence and shall not be divulged to any unconnected third party.

  8. Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.

  9. Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

  1. Disclaimer. Any and all warranties, expressed, incorporated or implied, are limited to the extent and period mentioned in this Agreement. To the maximum extent allowed by applicable law, ZIGRAM disclaims (and disclaims on behalf of its licensors and/or contributors to any Third-Party Materials) all other warranties, conditions and other terms, whether express or implied or incorporated into this Agreement by statute, common law or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose. ZIGRAM will have no liability for delays, failures or losses attributable or related in any way to the use or implementation of third-party software or services not provided by ZIGRAM in connection with the Services.

  1. Survival: Any and all obligations under this Agreement which, by their very nature, should survive the termination of this Agreement, will so survive.

  2. Waiver: The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect that Party’s right to enforce such provisions, nor shall the waiver by either Party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

  3. Cumulative Remedies: All rights and remedies of the Parties shall be in addition to all other rights and remedies available at law or in equity and temporary and permanent injunctive relief.

  4. Counterparts: This Agreement may be executed by the Parties in any number of counterparts, each of which is an original but both of which taken together constitute one and the same agreement. The delivery of signed counterparts by electronic mail in “portable document format” (PDF) by authorized representative(s) of the relevant Party, as applicable, shall be as effective as signing and delivering the counterpart in person.

  5. Valid Execution: The Parties acknowledge and agree that this Agreement may be executed and delivered by electronic signature, which shall be considered as an original signature for all purposes and shall have the same legal validity and enforceability as a manually executed signature, and the Parties hereby waive any objection to the contrary.



  1. Definitions and Interpretation

The following definitions and rules of interpretation apply in this Agreement:

  1. “Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity).



  1. “Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Services solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement.



  1. “Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.



  1. “Customer Data” means all data and/or content uploaded by Customer (including where applicable Authorized Users) for using the Services, and in all data derived from it, including, the Deliverables. For the avoidance of doubt, Customer Data does not include Usage Data.

  2. Customisations means all requests made by the Customer to Zigram related to new features and enhancements on Company’s Services only for Customer’s own specific use cases

  3. “Deliverables” means the word product and other deliverables provided or required to be provided by or through the API as part of the Services

  4. “Documentation” means the user guides, installation documents, and specifications for the Services that are made available from time to time by ZIGRAM in electronic or tangible form.

  5. “Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes on turnover and/or revenues, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal, state or province).

  6. “Intellectual Property” means a Party’s proprietary material, technology, or processes, including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

  7. “Specifications” means the conditions and requirements for the Services identified or described in this Agreement or otherwise in writing, together with (but only to the extent not conflicting with the foregoing): (i) Documentation; (ii) the descriptions provided by Company in connection with the Services provided hereunder; and (iii) any other written representations made by Company.

  8. “Suggestions” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the Services suggested by Customer to ZIGRAM that enhance or improve or change the Services universally.

  9. “Third-Party Materials” means open source software programs that are made available by third parties under their respective licenses.

  10. “Usage Data” means data generated in connection with Customer’s access, use and configuration of the Services and data derived from it (e.g., types of applications or accounts utilized or interacting with the Services). For the avoidance of doubt, Usage Data does not include Deliverables.

  11. Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.

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