Terms of Service

Last Updated: 20th July 2016

THE FOLLOWING TERMS OF SERVICE APPLY TO YOUR USE OF THE WEBSITE, PLATFORM AND SERVICES (collectively called as “Inforobo”). Please read the terms and conditions below (collectively, the "Terms") carefully before using this website. By using this Site, you hereby acknowledge and agree to the Terms (collectively, the "Agreement").

Brainasoft (the “Company”) owns and operates a proprietary Internet-based virtual assistant software solution, as well as any client software, modifications, enhancements, and/or derivative works thereof, specifically including the websites used in connection with the foregoing (the “Platform”). Brainasoft also provides associated services in connection with the Platform (the “Services”).

The content of the Website and Platform including without limitation the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (collectively, “Inforobo Content”), is owned by or licensed to the Company and is subject to copyright, trade mark rights and other intellectual and industrial property rights of the Company. Any third party trade or service marks present on the Website are trade or service marks of their respective owners.

The Platform and Services may include certain software and/or services from third parties (“Third party”) and references to the Platform and Services include such third party services and software (the “Third Party Services”). These Terms of Service apply to any user of the Platform, which includes the entity (“Customer”) completing and submitting the Order and/or registration information (“Registration”) for the Platform account as well as each Authorized User (defined in Section 1). If Customer does not accept all terms of the Agreement and Privacy Policy, then Customer should not use the Platform.

  1. USE OF THE PLATFORM: Company grants Customer and its Authorized Users a limited, nonexclusive, nontransferable license (without a right to sublicense) to access and use the Platform and Services for the term of the applicable Order solely for Customer’s internal business, customer relations, and management purposes in connection with the Permitted Use. “Authorized Users” are those individuals who are Customer’s employees or contractors and who Customer authorizes to use the Platform. Customer is responsible for all use of the Platform by its Authorized Users and agrees that it will not provide or permit access to the Platform (including without limitation, the user interface and reporting) to anyone other than Authorized Users who require such access to do their job. Customer will enable the Platform to access only those systems of Customer or any third party for which Customer has all necessary right and authority. Customer agrees and acknowledges that its use of the Platform and Services may be subject to certain volume and other limits, if and to the extent specified on the applicable Order. If Customer exceeds those stated usage limits, Customer will be subject to price adjustments or other effects as stated in the applicable Order. Customer shall not, and shall not allow its Authorized Users, to: (i) copy, reverse engineer, modify, decompile or disassemble the Platform; (ii) use or launch any automated system, including without limitation, offline readers, robots, spiders, that accesses the Services in a way that sends more request messages to the Brainasoft servers in a given time period than a human can reasonably generate in the same period by using a standard online web browser; (iii) attempt to probe, scan, penetrate, breach or test the vulnerability of any system or network or the Platform’s security or authentication measures, whether by passive or intrusive techniques; or (iv) monitor the data or traffic on Company’s system or network, other than the data or traffic passing through Customer’s account on the Platform. Customer may use the Platform only for the Permitted Use, in accordance with all applicable laws, rules and regulations (including without limitation, those applicable to privacy, CAN-SPAM, etc.) (collectively, “Applicable Laws”), as well as in compliance with Customer’s applicable privacy policy. All right, title and interest in and to the Platform and the Services (including any updates, improvements, or modifications thereto or derivatives thereof), as well as the dialogue templates supplied by Brainasoft and used by Company through the Platform (“Company Materials”) will remain Company’s sole and exclusive property. Company will use commercially reasonable efforts to correct material defects in the Platform that have been brought to its attention, provided that such defects: (a) are sufficiently described in writing and reproducible by Company under test conditions at Company’s facility, and (b) are not the result of any use of the Platform that is not consistent with this Agreement and/or user instructions.

  2. DATA: Customer is solely responsible for the completeness and accuracy of all information submitted to Company, including through the Platform. Customer must ensure that (a) all content, data and information provided by Customer was collected, stored and used in compliance with the applicable Customer privacy policy and in compliance with all Applicable Laws; (b) it has all necessary rights and express consents from each of the leads, website visitors, and other individuals whose information is submitted to the Platform sufficient to entitle Company to contact and interact with such individuals as contemplated hereunder and to operate the Platform and provide the Services; and (c) the Customer Data (i) does not infringe, misappropriate or violate any intellectual property or other rights of any third-party, (ii) is not defamatory, harmful to minors, obscene or pornographic, (iii) is scanned using industry standard methods to protect it against viruses or programming routines intended to damage the Platform or Services, or surreptitiously intercept or expropriate any data or information; or (iv) is not false, misleading or inaccurate. Company is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Customer Data. Company may take remedial action if any Customer Data violates this Section, however neither Company nor any Third party have any obligation to review any Customer Data for accuracy or potential liability. As between Company and Customer, Customer will own all information and data arising from Customer’s use of the Platform, including the client management data, client systems data and data generated through communications in whatever form or medium between Company and Customer’s sales leads and/or customer interactions and/or Authorized Users through the Platform and/or Services (collectively, the “Customer Data”). For purposes of clarity, Customer Data does not include Company Materials. Notwithstanding the foregoing, Customer hereby grants to Company during the Term of this Agreement and for thirty (30) days thereafter, the right and license to access and use the Customer Data (including the personally identifiable information submitted to the Platform or collected in providing the Services to Customer) as necessary to provide the Platform and the Services to Customer hereunder. In addition, Customer hereby grants to Company the worldwide perpetual, irrevocable, royalty-free right and license to collect, store, access, modify and use aggregate and anonymized data derived from Customer Data (“Derivative Data”) in connection with the Company’s business operations, such as to improve its services, and may combine the Derivative Data with other similar data from other customers.

  3. THIRD PARTY SERVICES: Brainasoft invokes a number of third-party applications which were not developed by Brainasoft. We cannot take responsibility for any functionality, content, suitability, privacy, support or other attribute of those applications or the content they may request from or deliver to you. Your use of those applications, including when you access them via our Platform, is governed by any license agreements you may have entered into with their respective vendors. Each Third party retains all right, title and interest in and to its Third Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modifications thereto. In order to deliver the Services to you, Inforobo uses third-party text to speech and voice recognition systems in its services. Depending on the accent and speech peculiarities those third-party voice recognition systems might misunderstand or misrecognize what people say. It is your responsibility to verify that the results obtained from those third-party voice recognition systems are accurate. Brainasoft shall assume no liability whatsoever with respect to availability or the failure of those third-party text to speech and voice recognition systems to correctly recognize any spoken utterances or convert text to speech.

  4. TERMINATION: Company may disable Customer’s Access and suspend its access to the Platform in the event Company reasonably suspects there has been a violation of Section 1, or 2 or if the provision of Services and/or use of the Brainasoft Platform results in high levels of complaints or other negative results, as determined by Company in its reasonable discretion, and in such event, Company will use reasonable efforts to give Customer notice after such suspension. Upon termination or expiration of the service for any reason (a) upon receipt of a request from the Customer within thirty (30) days of such termination or expiration, the Company will export the Customer Data to Customer in a mutually agreed format, provided that Customer has fully paid all Subscription Fees and other charges owed to Company; and (b) the following Sections will survive: 2, the last sentence of this Section 4, and Sections 5 – 10, as well as any provisions, which by their terms or sense are intended to survive.

  5. FREE PLAN: Free plan is a trial plan so that you may evaluate the platform. We reserve the right to discontinue the free trial plan anytime and stop service without any prior notice.

  6. SUBSCRIPTION FEES AND REFUND POLICY: Customer shall pay the Subscription Fees for the Brainasoft Platform in advance, except that any Overage Fees will be invoiced and payable in arrears, in each case, in the amount and in the manner set forth in the Order. Subscription Fees will be billed and payable with the frequency stated in each Order and referred to as the “Billing Period”. Subscription Fees are non-refundable. Regardless of the billing cycle, we provide no refunds or credits for unused time of the service or plan downgrades if you decide to close your account before the end of your subscription period. A late payment charge equal to 1% per month and not received by the Company by the due date. Customer agrees and understands that failure to pay all Subscription Fees owed when due will entitle Company to suspend access to the Brainasoft Platform, terminate the Agreement and/or have the right to refer any past due balance to a collection agency or attorney (or both).

  7. LIMITATION OF LIABILITY: EXCLUDING THE INDEMNIFICATION OBLIGATIONS AND EXCLUDING CUSTOMER’S BREACH OF THIS AGREEMENT RESULTING IN THE PLATFORM OR SERVICE BEING “BLACKLISTED” OR OTHERWISE RESTRICTED FROM CONDUCTING NORMAL BUSINESS OPERATIONS BY ANY THIRD PARTY (THE “EXCLUDED MATTERS”), NEITHER COMPANY, NOR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS OR EMPLOYEES, OR ANY LICENSOR (COLLECTIVELY, “COMPANY ENTITIES”), ON ONE HAND, NOR CUSTOMER, ON THE OTHER HAND, WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA OR DOWNTIME COSTS), ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ANY WARRANTY OR LIMITATION SHALL FAIL OF ITS ESSENTIAL PURPOSE. The software is not fault-tolerant and is not designed, manufactured or intended for use as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, or any other environment in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). We specifically disclaim any express or implied warranty of fitness for high risk activities for the software or any portion thereof. You acknowledge and agree that the Services are neither intended nor suitable for urgent emergency use, and that you will not use it for emergency purposes. In no event shall we be liable for any incidental, consequential, or punitive damages whatsoever arising out of use of the Platform or your relationship with us.

  8. INDEMNITY: Customer agrees to defend, indemnify and hold harmless the Company, its owners , employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services; (b) your violation of any of these Terms; (c) your violation of any third-party rights or agreement, including without limitation any copyrights, property, or privacy rights; or (d) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive termination of these Terms and your use of the Services.

  9. WARRANTY DISCLAIMER: THE PLATFORM AND SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR ANY PARTICULAR PURPOSE. COMPANY DO NOT MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY DATA COLLECTED OR TRANSMITTED VIA THE PLATFORM AND/OR SERVICES; COMPATIBILITY OR INTEROPERABILITY OF THE PLATFORM WITH CUSTOMER’S SYSTEMS; THE QUALITY OR EFFECTIVENESS OF ANY COMMUNICATIONS THROUGH THE PLATFORM OR SERVICES. COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY DOES NOT GUARANTEE THAT CUSTOMER WILL ACHIEVE ANY SPECIFIC BUSINESS RESULTS FROM USE OF THE PLATFORM AND/OR SERVICES. CUSTOMER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN.

  10. CONFIDENTIALITY & PUBLICITY: “Confidential Information” means: (i) business or technical information, including product plans, designs, source code, finances, marketing plans, business opportunities, personnel, research, development or know-how of the disclosing party and third party information that the disclosing party is obligated to keep confidential; (ii) information designated as “confidential” or “proprietary” or which, under the circumstances taken as a whole, reasonably should be understood to be confidential; (iii) the financial terms of this Agreement. In addition, for purposes of clarity, the Platform, all details about the uses, functionalities or other aspects of the Platform (including user interface, screenshots and specific features of the Platform) are Company’s Confidential Information. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of the disclosing party’s Confidential Information and by persons without access to such information. The receiving party shall (A) use measures at least as protective as those it uses for its own confidential information (but no less than reasonable measures) to keep confidential and not to disclose to any third party any Confidential Information of the disclosing party, except to those of the receiving party’s agents, representatives and employees (collectively, “representatives”) who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in this Agreement; and (B) not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under this Agreement. Each party shall be responsible for any breach of this Agreement by its representatives, which for purposes of Customer will include its Authorized User. If a receiving party becomes legally compelled to disclose any Confidential Information, it shall provide the disclosing party with prompt prior written notice to the extent legally permitted and assistance (at the disclosing party’s expense) in obtaining a protective order. Customer grants Company the right without compensation to use Customer comments relating to the Platform and Service in connection with testimonials, quotes, for publication, and to use Customer’s name and logo in Company’s client list and marketing materials.

  11. MISCELLANEOUS: (a). The Company may modify these Terms of Service at any time and in its sole discretion and will notify Customer of such modification via (i) email to the contact email provided by Customer; (ii) by presenting the new Terms of Service in its entirety at the time Customer next logs into the Platform; or (iii) by posting the revised Terms of Service on the website. Changes to these Terms of Service shall be effective five (5) days after provision of notice by any of the methods provided above regardless of whether Customer actually receives any notification. Customer is responsible for checking its account on the Platform on a regular basis and for ensuring that any information including contact information that it provides to the Company is current and accurate. Customer’s continued use of the Platform after notice of modifications as provided above shall be deemed to be Customer’s continued acceptance of these Terms of Service, including any amendments and modifications. If a modification is unacceptable to Customer, Customer may terminate the Terms of Service by giving notice within the five (5) day period specified above. (b) Neither party will be liable for, nor will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform its obligations under this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. (c) The failure of either party to enforce any provision of this Agreement will not constitute a waiver of such party’s rights to subsequently enforce the provision, and a waiver of breach shall not be a waiver of any other or subsequent breach. (d) Customer may not assign any of the rights granted under this Agreement without Company’s prior written consent, and any attempted assignment without such consent will be null and void. (e) If the parties have previously or simultaneously herewith entered into a separate non-disclosure agreement (an “NDA”), then such NDA, together with the confidentiality provisions of this Agreement will govern all information exchanged in connection with this Agreement. This Agreement together with any NDA represents the entire agreement between the parties with respect to the matters set forth herein. (f)This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the Republic of India. Each party agrees that any and all actions brought to enforce this Agreement or resolve any dispute arising out of or relating to this Agreement, the Platform or the Services provided hereunder shall be brought solely in the courts situated in Ahmedabad, Gujarat, India.