NUACEM (“PRODUCT OF TRESM LABS”) PROVIDES ITS SERVICES (AS DEFINED BELOW) TO YOU THROUGH THE NUACEM WEBSITE, SUBJECT TO THIS TERMS AND CONDITIONS (THESE “TERMS,” AND IF YOU ARE USING THE SERVICES ON BEHALF OF A PAYING CUSTOMER OF OUR SERVICES, THEN TOGETHER WITH THE ORDER AND THE NUACEM SERVICES AND SOFTWARE TERMS AND CONDITIONS, THIS “AGREEMENT”). BY ACCEPTING THESE TERMS OR BY ACCESSING OR USING THE SERVICES OR SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR
PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE INTO THESE TERMS. IF YOU ARE USING THE SERVICES ON BEHALF OF A PAYING CUSTOMER OF OUR SERVICES, YOU ARE ALSO SUBJECT TO THE TERMS OF ANY SERVICE ORDER FORM AND THE NUACEM SERVICES AND SOFTWARE TERMS AND CONDITIONS ENTERED INTO BETWEEN NUACEM AND SUCH CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, BUSINESS OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, INCLUDING THE
PRIVACY POLICY, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SITE OR THE SERVICES.
YOU MAY NOT USE THE SITE AND THE SERVICES IF YOU ARE A COMPETITOR TO NUACEM.
YOU MAY NOT USE THE SITE AND THE SERVICES IF YOU ARE UNDER THE AGE OF 13.
1. Definitions
1.1 “Order” means, if you are using the Services on behalf of a paying customer of Nuacem, the Services Order Form, if any, signed by the parties thereto that describes the services to be provided by Nuacem to the customer and the fees that will be paid by the Customer.
1.2 “Site” means the website at
www.nuacem.com.
1.3 “Your Account” means your Nuacem Services account.
2. Description of Software and Service
2.1 The “Software” includes (a) the Site accessible within a web-based environment via
www.nuacem.com, (b) the Nuacem Conversational AI services and related technologies indicated in the Order, if any, and (c) any software (including the Software, as defined below), data, reports, text, images, and content made available through any of the foregoing, and any new features added to or augmenting the Services, and all enhancements, modifications, and derivative works thereof.
2.2 The “Services” means services provided to you by Nuacem through the Software. We may modify the Services or update the Software from time to time without notice to you.
3. Access; Restrictions
3.1 Access. Subject to your compliance with all the terms and conditions of the Agreement, Nuacem hereby grant to you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. Nuacem may offer for sale licenses to the Services and certain Nuacem products. Your use of the Services will be subject to the terms applicable to such Services under separate Order Form and Services and Software Terms and Conditions between You and Nuacem.
3.2 Restrictions.
(a) You will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party (except as part of the purpose contemplated in any Order Form and Services and Software Terms and Conditions between You and Nuacem); (v) use the Services for competitive research or for scoping, benchmarking, developing or providing any similar or competitive product or services; (vi) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof, (vii) use the Services to create any other product or service; or (viii) use the Services in violation of any applicable laws or regulations (including any export laws, restrictions, national security controls and regulations). You will use the Services only in compliance with (1) Order Form and Services and Software Terms and Conditions between You and Nuacem, if any, (2) the rights granted hereunder, and (3) in accordance with all applicable laws and regulations.
(b) You agree not to access the Services by any means other than through the interface that is provided by Nuacem for use in accessing the Services. If you are using the Services on behalf of a paying customer of our Services, you will be provided with unique usernames and passwords to access the Services. Each username and password may only be used to access the Services during one concurrent login session. You will ensure that each username and password will be used only by you. You must provide true, accurate, and correct information at the time of registration and account creation, and thereafter. You will notify Nuacem promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services.
(c) You will not (and will not allow any third party to) use the Services to email or otherwise upload any content that: (i) infringes or misappropriates any intellectual property or other proprietary or privacy rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) is unlawful, harmful, or otherwise objectionable; or (v) in the reasonable judgment of Nuacem, which may expose Nuacem or its users to any material harm or liability of any type.
3.3 Ownership. Except for the rights expressly granted under this Section 3, Nuacem retains all right, title, and interest in and to the Site, the Services, the De-Identified Data, and all data (but excluding Your Content), software, products, works, and other intellectual property created, used, or provided by Nuacem for the purposes of the Agreement. To the extent you provide Nuacem with any feedback relating to the Site or the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Nuacem shall own all right, title and interest in and to such Feedback, and you hereby makes all assignments necessary to achieve such ownership. Unless otherwise stated in the Agreement, you agree that such Feedback will be deemed non-confidential and non-proprietary.
4. Your Content
Any content, materials, software, data, or other information that You provide to Nuacem through the Nuacem Services (“Your Content”) is and will remain Your property. You hereby grant Nuacem a worldwide, limited, revocable, non- exclusive right and license to use and reproduce Your Content solely for the purposes of providing the Services to you, and providing Support and carrying out analysis as further described below. For example, we may also have access to and use Your Content when we provide Support or if we provide other assistance or training to You.
In providing the Services, You agree that Nuacem may compile and use information related to you and your use of the Services (including Your Content) that is de-identified and/or aggregated (“De-Identified Data”) and that Nuacem may use De-Identified Data for its lawful business purposes, including analyzing, improving, and enhancing the quality and nature of Services.
If you choose to share Your Content, you are solely responsible for that disclosure, and what any third parties do with Your Content. Likewise, you are solely responsible for any actions you take with respect to Your Content, including deleting or corrupting Your Content. You acknowledge that we are not responsible for the disclosure of Your Content by you or your agents to any third parties.
You are solely responsible for Your Content, including the content, accuracy and integrity of Your Content and for correcting errors and omissions in Your Content. You acknowledge that Nuacem has no obligation to monitor any information on the Nuacem Services and that we are not responsible for the accuracy, completeness, appropriateness, or legality of Your Content or any other information or content you may be able to access using the Services.
All personally identifiable information collected from you is governed by our
Privacy Policy.
5. Account Security; Monitoring
Nuacem has the right, but not the obligation, to monitor the Site and the Services. Nuacem will do so if required by law or in the good faith belief that such action is necessary to protect Nuacem, the Products, the Services, or other users of the Services.
6. Third-Party Services
The Services enables linking between various online third-party services such as third party email, cloud storage, and similar services (“Third-Party Services”). To take advantage of these feature and capabilities, you may be required to authenticate, register for or log into Third-Party Services through the Services or on the websites of their respective providers. By linking your account on the Services to your account on a Third Party Service, you are authorizing Nuacem as your agent to access your Third Party Service account (and any information, content, materials, and features included therein) and use such Third Party Service on your behalf for the purpose of integrating your experience on the Services with such Third Party Service. Your use of the Third Party Services is governed solely by the agreement between you and the provider of such Third Party Service, and the Third Party Services provider is solely responsible for such Third Party Service.
You acknowledge and agree that Nuacem will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such Third-Party Services.
7. Representations and Warranties; Disclaimer
You represent and warrant to Nuacem that (a) you have full power and authority to enter into this Agreement and to observe and perform your obligations contained in this Agreement; (b) you own all Your Content or have obtained all rights required to engage in your posting and other activities (and allow Nuacem to perform its obligations and exercise its rights) in connection with the Services; (c) Your Content and other activities in connection with the Services, and Nuacem’s exercise of all rights and license granted by you herein, does not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right; (d) you are thirteen (13) years of age or older; and (e) you have provided true, accurate, and correct information to Nuacem in connection with your account creation and use of the Services.
THE SERVICES, INCLUDING THE SITE AND NUACEM’S CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NUACEM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER STATUTORY. EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NUACEM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, OR WILL WORK WITH OR NOT INTERRUPT OR DAMAGE YOUR THIRD PARTY SERVICE OR YOUR CONTENT (INCLUDING ANY CONTENT YOU MAY STORE ON YOUR THIRD PARTY SERVICE), AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NUACEM OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. Termination
Nuacem has the right, in its sole discretion, to terminate your access to and the use of the Nuacem Site and Services at any time without notice to you. We will not be liable to you for any loss, damage or inconvenience suffered as a result of such termination.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NUACEM BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), LOSSES, CLAIMS OR LIABILITY, KNOWN OR UNKNOWN (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE OR DATA), ARISING OUT OF THE USE OF (OR INABILITY TO USE) THE SITE, THE SERVICES, OR ANY THIRD-PARTY SITE LINKED TO THE SERVICES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
The above disclaimer applies to any damages liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or other cause of action.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTIONS APPLY, NUACEM’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
10. Indemnification
You will defend, indemnify, and hold harmless Nuacem and Nuacem’s processors (and our respective employees, directors, agents, affiliates and representatives) from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (a) your breach of the Agreement, (b) any of Your Content, (c) your other access, contribution to, use or misuse of the Services or (d) your violation of any law, rule or regulation of the India or any other country.
11. Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Most user concerns can be resolved quickly and to the user’s satisfaction by emailing user support at support@nuacem.com. In the event that Nuacem has not been able to resolve a dispute with you through binding arbitration, mediation, or small claims court instead of in courts of general jurisdiction, Nuacem and you agree to arbitrate all disputes and claims between us.
ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST NUACEM.
Any dispute, controversy or claim arising out of or relating to this Agreement or the validity, interpretation, breach or termination thereof (“Dispute”), including claims seeking redress or asserting rights under applicable law, shall, be resolved and settled in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996, as may be amended from time to time or its re-enactment (the “Arbitration Act”). The Dispute shall be resolved by a single arbitrator, selected by mutual agreement of the Parties. The arbitration proceedings shall be conducted in Hyderabad. The prevailing Party in any arbitration conducted hereunder shall be entitled to recover from the other Party (subject to arbitral award or order) its attorneys’ fees and other costs of arbitration. However, nothing contained herein shall preclude either party from approaching the courts of competent jurisdiction.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Nuacem should be addressed to Tresm Labs Private Limited, #104, Block 1, Harmony Heavens, KPR Colony, Manikonda, Hyderabad – 500089, Telangana, India (“Arbitration Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Nuacem and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Nuacem may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Nuacem or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Nuacem is entitled.
Notwithstanding any provision in this Agreement to the contrary, you agree that if Nuacem makes any future change to this arbitration provision (other than a change to the Arbitration Notice Address) while you are a user of the Services by posting the revised version on its website and your continued use of the Services after such posting constitutes your acceptance of such revised version.
12. Miscellaneous
Governing Law: This Agreement shall be governed in accordance with the laws of India. The Parties agree that the Courts at Hyderabad shall have exclusive jurisdiction in respect of any matter, claim or dispute arising out of or in any way related to this Agreement.
Entire Agreement: The failure of Nuacem to exercise or enforce any right or provision of this Agreement will not be a waiver of that right. You acknowledge that this Agreement is a contract between you and Nuacem, even though it is electronic and is not physically signed by you and Nuacem, and it governs your use of the Service and takes the place of any prior agreements between you and Nuacem. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
Modifications: Nuacem may change this Agreement from time to time. If we do this, we will indicate at the top of this page the date these terms were last revised. We may, if we deemed reasonable under the circumstances, communicate the changes to you through the user interface of the Services. Any such changes will become effective immediately after they are posted to this page. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Agreement, provided that disputes arising hereunder will be resolved in accordance with the Agreement in place at the time the facts giving rise to the dispute occurred.
13. Contact Us
Tresm Labs Private Limited
4
th Floor, 9 Star Hills Sesh-Nag complex,
Manikonda Main Road,
Hyderabad – 500089 Telangana, India.
Email:
privacy@nuacem.com
