These Terms of Service (these “Terms”) include the legal terms that, we require all developers and other users/client to accept and implement as a condition of accessing our web services located at www.yashnainfotech.com and other websites owned and/or operated by Yashna Infotech (the “Website(s)”), and/or accessing or using the application programming interfaces provided on or in connection with the Y-Info Platform (“API(s)”), including any documentation, materials, code, data (such as logs as defined below), files (such as AIML and Other Files as defined below) and other information or materials made available to clients by Yashna Infotech on or in connection with the APIs (collectively, “Y-Info Content”) to develop Bot s for use in your products or devices (“Devices”) and/or your software applications Application(s)
1. DEFINITION
The following terms and expressions shall have the meanings assigned to them herein, unless repugnant or contrary to the context hereof or unless defined in the text of this Agreement with the meaning given herein below:
1. Charges- means all fees that Y-Info invoices to the Client in consideration for the Services. Charges may be invoiced as one-time fees or recurring fees, respectively as flat fees or (usage-based) variable fees.
2. Applicable Laws” means any law, statute, Act, rules, regulations, guidelines, policy/ies and or framed time to time or other pronouncement having the effect of law of any Government Authority/ies, as interpreted and administered including any modifications or amendments thereto.
3. Contents means the contents sent by the Client through Y-Info platforms and Services such as, without limitation, the contents of a SMS or of a WhatsApp message.
4. Client means the legal person client of Y-Info entering into the Contract or agreement, as identified on the on-line registration form upon signing up and creating an account, excluding individuals qualifiable as consumers e. any natural person acting outside the scope of an economic activity and for purposes different from trade, business, craft or profession.
5. Subcontractors” means contractors, vendors, agents and/or consultants selected and retained by the Customer under a contract (other than under an employment contract) under which such contractor, vendor, agent and/or consultant agrees to provide all or any part of the Services.
6. Party, Parties means in the singular the Client or Y-Info and in the plural the Client and Y-Info.
7. “End User” means any third party being a recipient of Content from Client.
8. “Intellectual Property Rights” – means patents, trademarks, service marks, trade names, design rights, copyright, database rights, semi-conductor topography rights, know-how and other intellectual property rights (of whatever nature and wherever arising) whether registered or unregistered including applications for the grant of any such rights.
9. “Code of Practice” means (1) all applicable codes of practice (including any generally recognized voluntary codes of practice regulating the operation of the internet), all applicable laws, regulations, any government recommendations and/or any recommendations of any regulatory body in the Territory; and (2) any rules of procedure (including technical or quality control procedures), guidelines, directions, policies and/or other requirements made or adopted by legal bodies in the Territory from time to time.
2. Services rendered Yashna Infotech
1. Y-Info shall render the Services with due care and diligence.
2. Y-Info warrants to maintain at all times during the term of the Agreement adequate technical infrastructure to perform its obligations under the Agreement.
3. Y-Info render Enterprise communication and messaging services.
3. The Client obligations
In consideration of the user’s use of Y-Info services, the users agree to be solely responsible for:
1. Providing true, accurate, current and complete information about Self and other down line user under its group.
2. Maintaining and promptly updating the Data to keep it true, accurate, current and complete.The Client shall free of charge:
1. Client shall provide to Y-Info in a timely manner all information, documents, data, etc. necessary for the provision of the Services and obtain all necessary approvals, authorizations and third-party consents needed for Y-Info to deliver the Services;
2. implement safeguards in accordance with best industry practices to ensure that no viruses or other malicious code are transmitted from the Client’s infrastructure to Y-Info environment.
3. Additional cooperation obligations of the Client may be set forth in specific Service Agreements.
4. The Client shall be solely liable for the safekeeping and backing up of its data (including installed software), unless otherwise set forth in the Agreement and for the security of the user’s password and should under no circumstances make it available to any third person.
5. The Client is responsible for the access of the SMS-Systems by any third person. This especially refers to all costs and charges for all, without limitation, messages that Y-Info sends out are under the user’s account.
6. The Client agree that they are responsible for the Content of messages that the client submit, and the users, not Y-Info, have responsibility for the Content, including its legality, reliability, appropriateness, originality and copyright.
7. The Client agrees to not use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law. A recipient that does not wish to receive SMS messages services including advertisements or promotions and states this clearly to Y-Info or the users, has to be removed from the system list for the time being the user may not send to same client but in future the user may take these clients on its list with same name and number.
8. If The Clients use the Services for customized advertisement or promotion, the user’s message has to contain a hotline or a help line or a feedback Phone Number.
9. The Client should not use the Company’s system (Y-Info) for any unlawful or abusive purpose or for sending obscene, indecent, threatening, harassing, unsolicited messages affecting / infringing upon national or social interest nor create or cause any damage to any group or person (s).
4. Technical Terms
1. The Client/User can be provided with an admin control through the website at their end to monitor the accounts and usages of self and down line users. This service may attract any cost thereof. The User can create its down line user accounts and allot them credits from their own credit limits.
2. Y-Info provides technical support to only that usage or platform which is built by the Y-Info.
3. Y-Info will provide technical support , with regard to the Services, 24 hours a day, 7 days a week to the Client.
5. NOTICES AND MODIFICATION OF AGREEMENT/SERVICES
Y-Info Services may send notices to the users/client via e-mail or regular mail. The Services may also provide notices of changes to the Terms of this Agreement or other matters Y-Info Services reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any party thereof) with 30 days prior notice. Changes in pricing such as the monthly minimum turnover /slabs or the price for short messages (SMS) will be made available to the users with prior notice of 7 days. If the Client don’t send a written acceptance for the Agreement within 30 days to Y-Info Services keeping to the period of notice as defined in this Agreement, it shall be considered that the users agree to any changes in pricing or changes of the terms, whichever is applicable.
6. DURATION AND TERMINATION OF AGREEMENT
1. Termination for cause
Either Party may terminate this Agreement immediately by giving 30 days written notice to the other (defaulting) Party in advance: –
1. the other Party commits a material, persistent or repeated breach of any of its obligations under this Agreement and (in the case of a breach capable of being remedied) does not remedy such breach within a reasonable term not exceeding 15 (fifteen) business days of receiving from the other Party written notice of the breach and a request to remedy the breach;
2. (i) by any of the Parties with immediate effect, if the other Party becomes bankrupt or insolvent or if a liquidator is appointed over the assets of the other Party or a Party ceases to do business.(ii) any distress or execution is levied on any of the other’s property or assets; (iii) the other makes or offers to make any arrangement or composition with creditors; (iv) any resolution or petition to wind up the other’s business (other than for the purpose of amalgamation or reconstruction) is passed or presented or if a receiver or administrative receiver of the other’s undertaking, property or assets is appointed or a petition presented for the appointment of an administrator.
3. Y-Info has the right to immediately terminate these Terms or discontinue your use of the Website(s), Y-Info Platform, the APIs and other Y-Info Content or any portion or feature thereof for any reason and at any time without liability or other obligation to you.
4. The following are the consequences of termination:
5. Client with immediate effect handed over the space/location to Y-Info and Client shall remove all fixtures related and restore the space in its original position which was at the time of providing the same and vacate the space with in time as agreed mutually at that said point of time .Upon any termination or expiration of these Terms or discontinuation of your access to any Y-Info Content, client must immediately cease all use of the Y-Info Platform, any Y-Info Content (including the APIs), and Y-Info Marks and delete all copies thereof
6. It is hereby agreed by the Parties that termination of this Agreement or whole or part, any payment obligation of Client hereunder, and any outstanding payment shall be made by Client in accordance with the payment schedule.
7. In the event of termination of Services for any reason whatsoever, Y-Info shall be entitled to recover from the Customer, all outstanding Charges and dues as well as the Equipment and other accessories provided by Y-Info.
8. If the Client terminates the Agreement during its term or during its extended term for cause as, the recurring Charges for the remaining (extended) term, any other Charges that have been agreed up to the end of the (extended) term as well as any cost, fee and/or penalties due by Y-Info to sub-Agreement third party due to the consequential termination of its Agreement with the third party shall not be due by Client.
7. DISCLAIMER OF WARRANTIES
1. The users use of the Services is at the user’s sole risk. The Services and information as defined under Y-Info Services are provided on an “as is” and “as available” basis. Y-Info Services makes no representations, warranties, or guaranties as to the quality, suitability, truth, accuracy or completeness of any of the Content transmitted via the Services.
2. Under no circumstances can Y-Info Services under Y-Info Services, guarantee the delivery of messages. Y-Info Services is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary Damages caused by, but not limited to, delayed or failed delivery of short messages (SMS).
3. Y-Info Services makes no warranty that:
The Services will meet the user’s requirements
The Services will be uninterrupted, timely, secure, or error-free
The results that may be obtained from the use of the Services will be accurate or reliable.
4. Any material obtained through the use of the Services is done at the user’s own discretion and risk and the users are solely responsible for any damage to the user’s computer system or loss of Data that results from the download of such material.’
5. No advice or information, whether oral or written, obtained by the users from Y-Info Services will create any warranty not expressly stated in the terms of this Agreement.
6. Y-Info represents and warrants that the services under this Agreement shall not infringe any third-party intellectual property rights. Y-Info hereby represents and warrants that the content of the services under this Agreement shall not be defamatory, derogatory or hurt the sentiments of any religion.
8. LIABILITY
1. Notwithstanding any other term contained herein, in no event shall either Party be liable for any indirect, incidental, consequential, punitive, exemplary, reliance, cover or like damages howsoever arising even if advised about the possibility of the same. In case of either party not agreeing to any liability the parties shall be at liberty to approach the Court.
2. Notwithstanding anything mentioned under this Agreement, the total liability of Y-Info under this Agreement shall be limited to 1 year of the Fees preceding the claim, as agreed herein.
3. To the fullest extent permitted by law, the liability of Y-Info for indirect damage and financial loss, consequential damages, loss of data, lost profits, loss of earnings, savings not realized, additional expenses, third party claims, etc. shall be excluded.
4. The above limitation of liability shall not apply in cases where mandatory law provides for unlimited liability without possibility of a waiver, such as for damages caused by unlawful intent or gross negligence, or for death or personal injury.
5. Neither Party shall be liable for damage caused by force majeure, such as defined further; or failures of the internet, telecommunications networks or other data transmission infrastructure operated by third parties (by way of example but not limited to telecommunication operators, instant messaging platforms) and outside of Y-Info control; or errors in data transmission outside Y-Info sphere of influence; or the contents of third party generated data transmitted through the Service.
9. PUBLICITY
It is agreed between the Parties that the Y-Info reserves the right to use certain details of the Client, including but not limited to the logo or name of the Client and any performance metrics obtained under these Terms of Use for its own marketing and advertising purposes. The Client hereby expressly consents to the usage of such details by the Y-Info and provide the Company a perpetual, irrevocable, worldwide, royalty free license for the provision of such usage. You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by or endorsement by Y-Info without Y-Info prior written approval.
10. CONFIDENTIALITY
The Client agrees that it shall:
1. keep confidential, all Confidential Information and other materials passing from Y-Info to client and shall not, without the prior written consent of Y-Info, divulge such information to any other person or use such information other than for the purposes of carrying out Services under this Agreement.
2. take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof;
3. promptly inform Y-Info of any potential or accidental disclosure of the Confidential Information and take all steps together with Y-Info to retrieve and protect said Confidential Information;
4. ensure that the personnel and all its employees and/or representatives who are given access to the Confidential Information shall at all times be bound by legally valid and written non-disclosure obligations under their employment Agreements;
5. use the Confidential Information only for the purpose for which it was provided and not profit from the same in an unauthorized manner to the exclusion of Y-Info and
11. RELATIONSHIP BETWEEN THE PARTIES
This Agreement is made on a principal-to-Principal basis and does not in any manner create any employee – employer relationship between the Parties. Nothing contained herein in this Agreement shall in no manner whatsoever be interpreted or construed as formation of any partnership, agency, joint venture or any relationship between the Parties or a merger of their assets or their fiscal or other liabilities or undertakings or create any employment or relationship of principal and agent between Y-Info and the client and/ or its Representatives, employees and agents.
12. TERM AND TERMINATION OF THE AGREEMENT
1. Effective date of the Agreement
The Agreement takes effect as of Client’s electronic acceptance of the Terms and Conditions and will continue until terminated in accordance with the terms of the Agreement.In any case, the Agreement will commence once the Client starts using the Service.
2. Ordinary termination
0. This Agreement is concluded for a term of one year and is renewable unless terminated in period upon expiry of its initial term or then-current renewal Term.
1. The termination of the Framework Agreement also leads to the termination of all relating Service Agreements.
2. The termination of a Service Agreement does not affect the Framework Agreement nor any other Service Agreement.
3. Without prejudice to the provisions of law and to those set forth in clause 4, either Party may terminate a Service Agreement or the Framework Agreement (and consequently all the relating Service Agreements as provided in clause 15.2.2), for convenience (i) by giving 1 (one) months’ notice to the end of a calendar month and (ii) by paying to the other Party the foreseen, if any, early termination fee(s).
13. ASSIGNMENT
Y-Info may assign these Terms of Use and/or part thereof at its discretion, at any time, to any of its Affiliates, group companies, holding company, subsidiary companies, third parties without any notice to the Client. However, the Client shall not assign these Terms of Use or any part thereof to any party without taking prior written consent of the Y-Info.
14. PERMISSIONS
1.Client hereby grants Y-Info a limited, non-exclusive, non-transferable, royalty-free, non-revocable, perpetual, non-sublicensable license to display Client’s trade names, trademarks, service marks, logos, domain names for marketing and promotion purposes, including (i) disclosing to third parties that the Client is Y-Info client; (ii) disclosing to third parties the scope of Services provided to the Client by Y-Info and/or (iii) listing the Client as a client of Y-Info on Y-Info promotion material including Y-Info homepage.
2.The user hereby permits www.yashnainfotech.com to send him/her communication via Email/SMS/Voice/RCS/Whatsapp of any updates , notices any other information that www.yashnainfotech.com deems important for the users to know, relating to proudcts and/or services.
15. ARBITRATION
1. Any dispute, controversy, proceedings or claim arising out of or relating to this Agreement or to the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of The Arbitration and Conciliation Act 1996 as amended from time to time. The arbitral proceedings shall be administered by a sole arbitrator whom shall be appointed by both the parties in accordance with the rules and provisions of The Arbitration and Conciliation Act, 1996.The place of the arbitration shall be Nagpur, Maharashtra, India and the language to be used in the arbitral proceedings shall be English.
2. If either of the parties fails to appoint the respective arbitrator upon the notice/ request of the other party then the same will be done as per the relevant provisions of The Arbitration and Conciliation Act, 1996 entirely at the risk and cost of the party failing to make such appointment. The Law applicable to any or all the proceedings arising out of any of the provisions or clause of this agreement shall be The Arbitration and Conciliation Act, 1996 as amended from time to time.Party may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve either party of commitment to engage in the informal dispute resolution process.
3. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Y-Info from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
16. DATA PROTECTION AND PRIVACY
1. Unless explicitly stated otherwise in these Terms of Use, the Client shall be responsible to ensure that relevant consents under Applicable Data Protection Laws have been obtained from the users and/or individuals/ data subjects. The Client hereby agrees and acknowledges that the Y-Info shall have no liability towards any users arising as a result of the collection and processing of any Personal Data by the Client.
2. The Client shall be responsible to maintain records of all consents collected as per the Applicable Data Protection Laws. The Client shall be liable to pay for any damages that the Company/Y-Info incurs due to inaccurate and/ or insufficient consents received from any users.
3. Y-Info will not use Personal Data collected on behalf of the Client, received from the Client or its authorized personnel or otherwise processed on behalf of the Client for any purpose other than as necessary for the utilization of the Solution under these Terms of Use.
4. The Parties shall be compliant with the provisions of Applicable Data Privacy Laws and shall undertake reasonable security practices as may be prescribed under such Applicable Data Protection Law.
17. CONTACT DETAILS
All communications or notices permitted or required to be given or served to the Y-Info under these Terms of Use shall be in writing, shall be addressed to the Y-Info as per the details set out below. These details may be updated from time to time by the Y-Info and shall also be made available on the Solution.
M/s. Yashna Infotech
Flat 304, Plot 16, Shravanti Apartments,
Kothapet, Saroornagar,
Hyderabad-500035
Telangana, India.
Email : support@yashnainfotech.com