Please read these Terms of Service and Use (hereinafter referred to as the "Terms") carefully before using BIQE services (hereinafter referred to as "the Services") operated by BIQE (hereinafter referred to as "Us", "We", or "Our").
BIQE reserves the right, at any time and in its sole discretion, to update and/or change any/all of these Terms. A Visitor’s (hereinafter referred to as "You" or "Your") continued usage of the Services after any such changes will be assumed to have been with his/her express consent to such changes, and all such Visitors/Users shall be bound by such consent. If You object to any changes to these Terms of Service, Your sole and exclusive remedy shall be to terminate the Services according to the Terms herein.
These Terms apply to the Services generally and the additional terms of service applicable to each Service offered are set out hereinunder:
We offer the Services through Our proprietary software as a service platform that We host for Our customers. You are only entitled to use the Services for which You have subscribed and paid. Your use of the Services is subject to Your compliance with all terms and conditions of the Agreement. You acknowledge and agree that We reserve the right to modify the Services (or any part thereof) from time to time and that We shall not be liable to You or to any third party for any modification made to the Services.
- Expanding the Services
You may subscribe to additional Services, including new Services as and when made available by BIQE from time to time, or increase Your existing Services by executing an additional Order Form, as part of the Services. Each new Order Form will include the price(s) and billing date(s) of the Services being added, at the time of that specific Order. All new Services are subject to these General Terms and any additional terms and conditions that may specifically apply to such additional Services.
- Customer Support
Provided You have paid all the due fees for our Services, We will use commercially reasonable efforts to provide, at no extra charge, technical support services to You and Your authorized users who have subscribed to our Services. Our standard support is available 24 x 7, excluding Gazetted and National holidays, which include but are not limited to:
- Republic Day,
- Maha Shivratri,
- Ram Navami,
- Mahavir Jayanti,
- Good Friday,
- Buddha Purnima,
- Id’ul Fitr,
- Independence Day,
- Id’ul Zuha,
- Gandhi Jayanti,
- Guru Nanak Jayanti,
You can contact Our customer support by emailing us at firstname.lastname@example.org. Our response time shall not be greater than 3 business days.
- Your Rights and Restrictions
- 4.1 License
Subject to the Terms and Conditions of the Agreement, and upon timely payment of all applicable fees set forth in the Order Form, We thereby grant You a non-exclusive, non-transferable and limited right and license to use (and permit Your authorized users to use) the Services to which You have subscribed, solely for Your internal business purposes.
- 4.2 Authorized Users
- Are responsible for Your authorized users' compliance with the Agreement, and
- Shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and shall notify Us immediately of any such unauthorized access or use. You are solely responsible to remove the access to the Sevices if the authorized status of any user or designated employee changes.
- 4.3 Your Responsibilities and Restrictions
You are responsible for all activities that occur under Your user accounts or by Your authorized users. You shall:
- Have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that You submit to the Services;
- Use commercially reasonable efforts to prevent unauthorized control, tampering or any other unauthorized access to, or use of our Services, and shall notify Us promptly of any unauthorized use or security breach;
- Comply with all applicable State, Central, International and Foreign laws (including laws regarding privacy and protection of personal or consumer information) while using the Services;
- To the extent applicable, comply with all applicable rules of Credit Card Associations (including American Express, MasterCard and Visa); and
- Obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges (e.g., ISP fees) incurred by You in connection with Your use of our Services.
You (which term for the meaning of this sub-section of the Terms includes your authorized users) may not:
- Disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with our Services, or modify, adapt, create derivate works based upon or otherwise translate our Services;
- License, sublicense, sell, rent , assign, distribute, time share transfer, lease, loan, resell for profit, distribute or otherwise commercially exploit, grant rights in or make our Services available to any third party;
- Use our Services in any way or for any purpose except as expressly authorized hereunder or in violation of any applicable laws;
- Engage in any illegal or deceptive trade practices with respect to our Services;
- Circumvent or disable any security or other technical features or measures of our Services or any other aspect of the Software or, in any manner, attempt to gain or attain unauthorized access to our Services or its related computer systems or networks;
- Use our Services to transmit infringing, libelous, obscene, threatening, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights;
- vii. Use our Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, softwares or programs, or to send spam or otherwise duplicative or unsolicited messages in violation of any applicable laws; or
- Interfere with or disrupt the integrity or performance of our Services or third-party data contained therein.
- 4.4 Reservation of Rights
No other rights are granted except as expressly set forth in the Agreement. The Agreement is not a sale and does not convey or assign any rights or ownership in, or to, our Services, or any underlying software. We own all rights, titles, and interests, including all Intellectual Property Rights, in and to the Services and the underlying software and any or all updates, upgrades, modifications, enhancements, amendments, improvements or derivative works thereof, and in any idea, know-how, and programs developed by Us or Our Authorized Licensors during the course of performance of our Services.
- 4.1 License
- Term and Termination
- 5.1 Term
The term of our Services varies depending on the Service(s) that have been subscribed to. You must submit a written notice of non-renewal to BIQE, one month in advance of the ending of Your current period.
- 5.2 Termination
Either party may terminate the Agreement and all Service subscriptions:
- If the other Party breaches any of its material obligations under the Agreement and such breach is not cured/corrected within thirty (30) days of the receipt of a notice from the non-breaching Party or
- ii. If the other Party becomes insolvent, bankrupt, liquidated, or ceases to exist or ceases substantially all of its business. Upon termination of the Agreement, You will immediately discontinue use of all our Services, cease to represent in any form that You are a User of our Services, and destroy all our Confidential Information in Your possession.
Neither Party shall be liable for any damages resulting from the termination of the Agreement or any subscriptions to Services as provided herein; provided, however, that the termination of the Agreement shall not affect any claim arising prior to such termination.
- 5.3 Handling of Your Data in the Event of Termination
You acknowledge and agree that following expiration or termination of any or all of Your subscriptions to the Services, We may immediately deactivate the affected Services and that, following a reasonable period of not less than ninety (90) days therefrom, we may delete Your account and personal and other data connected thereto. However, in the event that the Services are terminated by Us, We will grant You temporary, limited access to our Services, not exceeding a period of (30) thirty days from the date of such termination, for the sole purpose of permitting You to retrieve Your proprietary data, provided that You have paid in full all good faith undisputed amounts owed to us.
- 5.1 Term
- 6.1 Service Fees
Service Fees shall be due and payable as on the date of the invoice. Service Fees may be increased based upon the applicable fees. Service Fees are non-refundable, even upon a premature termination of the subscription.
- 6.2 Additional Fees
You may incur other non-refundable fees or charges for Your use of our Services, in addition to those fees set forth in the Order Form. The additional non-refundable fees and charges are set forth in the additional terms for the applicable Service(s).
- 6.3 Late Payments
You acknowledge that Your failure to pay any part of the fees or charges when due may result in the suspension or termination of Your BIQE Product and Service subscription(s). If You fail to pay any of the fees or charges due, BIQE reserves the right to engage collection agencies to collect the fees and charges. You shall pay all costs incurred by BIQE in connection with the collection of such past due amounts, including, without limitation, reasonable attorneys’ and collections agencies’ fees plus interest in an amount equal to 15% per month or the maximum rate permitted by applicable law.
- 6.4 Taxes
You shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charges of any kind imposed by central, or state governmental entity on the transactions contemplated by the Agreement. When We have the legal obligation to pay or collect taxes for which You are responsible, pursuant to this Section, the appropriate amount shall be invoiced too and paid by You unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
- 6.1 Service Fees
- Representations and Warranties.
- 7.1 Mutual Representations and Warranties
Each party hereby represents and warrants to the other party that (i) it has all necessary authority to enter into and perform its obligations under the Agreement without the consent of any third party or breach of any contract or agreement with any third party, (ii) all persons performing any obligations hereunder have entered into all necessary agreements in order for it to comply with the terms and conditions of the Agreement, and (iii) it shall comply in all material respects with all laws applicable to the Services.
- 7.2 Additional Representations and Warranties
You warrant, represent and covenant to Us that You will use the Services only for lawful purposes in accordance with the Agreement and al
- 7.3 Disclaimer of Warranties.
Except for the express warranties set forth in this section 7, to the maximum extent permitted by applicable law, we make no other warranties, express, implied, statutory or otherwise, in law or from a course of dealing or use of trade, as to any matter, including those of merchantability, satisfactory quality, title, fitness for a particular purpose, or non-infringement. We do not warrant that the software or the services will meet all of your requirements, including accounting requirements, or that the use of the software or the services will be uninterrupted or error-free. The software and services are provided to you on an "as is" basis and your use of software and services is at your own risk, including, without limitation, compliance with any laws or regulations related to property management. The parties expressly acknowledge that the disclaimer of warranty constitutes an essential part of the agreement.
We disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations. This disclaimer applies to but is not limited to any central or state statutes or regulations that may be applicable to you. You are solely responsible for ensuring that your use of the services is in accordance with applicable law.
If you are dissatisfied with the services or this agreement, your sole and exclusive remedy is to discontinue using the services.
- 7.1 Mutual Representations and Warranties
- Confidential Information
Unless expressly authorized by the other party, neither party shall disclose to any third party any information or materials provided by the other party under the Agreement and reasonably understood to be confidential (hereinafter referred to as "Confidential Information"), or use such Confidential Information in any manner other than to perform its obligations under the Agreement. The foregoing restrictions do not apply to any information that is in the public domain or already in the receiving party's possession, was known to the receiving party prior to the date of disclosure or becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided, receiving party provides disclosing party of timely notice of such court order or subpoena. Furthermore, You will ensure Your authorized users will, keep in strict confidence all passwords and other access information to the Services. This Section 8 shall survive termination or expiration of this Agreement.
- 9.1 Indemnification for Infringement
Subject to Section 9.4 herein below, We shall, at our expense, defend You against any third party claim brought against You which alleges that our Services infringe any patent issued to a third party as on the effective date or infringe any copyright, trademark, trade secret or any other Intellectual Property or proprietary right of any third party (collectively referred to as the "Intellectual Property Underlying the Services"). In the event an injunction is sought or obtained against use of the Intellectual Property Underlying the Services or in our opinion is likely to be sought or obtained, We shall, at our option and expense, either
- Procure for You and Your named authorized users the right to continue to use the Services, or
- Replace or modify our Services to make their use non-infringing while being capable of substantially performing the same function.
In the event sub-sections (i) and (ii) above are not commercially practicable, We may terminate the Services and may refund any prepaid, but unused Service Fees. We shall not be obligated to defend or be liable for any costs or damages under this Section 9.1 if the alleged infringement arises out of or is in any manner attributable to:
- Any modification of any Services by You (or any of Your authorized or designated users) or
- Use of Services in combination with services and products not provided by BIQE.
- Compliance with Your designs or instructions or
- A claim that does not state with specificity that the Services are the subject of the claim (each an "Excluded Claim").
The indemnification obligations contained in this Section 9.1 shall survive any termination or expiration of this Agreement.
- 9.2 Indemnification for Data Security and Privacy
Subject to Section 9.4, and during the term of Your subscription to the Services, We shall, at Our expense, defend You against any third party claim brought against You which allege our gross negligence in preventing unauthorized access to, or our willful misconduct in disclosing, Personally Identifiable Information of Your customers in our possession or control. This indemnity will not apply to the extent that such claim, arises from or relates to Your negligence or wilful misconduct or that of Your agents or representatives, or to the extent liability is disclaimed or limited by either party under the Agreement. The indemnity obligations set forth in this section are contingent upon You proving Our gross negligence or willful misconduct has directly and proximately resulted in the unauthorized access to or disclosure of personally identifiable information of Your customers in Our possess or control.
- 9.3 Your Indemnification
You agree to indemnify, hold harmless, and defend Us and all Our employees, officers, directors and agents from any and all claims, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys' fees, court costs and expenses) arising out of or relating to:
- Your use of the Services in violation of the Agreement,
- An Excluded Claim,
- Any actual or alleged breach by You of any representation, warranty, covenant or obligation under the Agreement, or
- Your gross negligence or willful misconduct.
Your indemnification obligations under this Section 9.3 shall survive any termination or expiration of the Agreement.
- 9.4 Notification and Cooperation
The indemnifying party's obligations to the indemnified party under this Section 9 above are conditioned upon:
- The indemnified party notifying indemnifying party promptly in writing, upon knowledge of any claim, for which it may be entitled to indemnification under the Agreement;
- To the extent applicable, indemnified party ceasing use of the claimed infringing Services upon receipt of notice of same;
- The indemnified party permitting indemnifying party to have the sole right to control the defense and settlement of any such claim (provided that indemnifying party may not settle any claim without the indemnified party’s consent unless the settlement unconditionally releases indemnified party from all liability);
- The indemnified party providing reasonable assistance to indemnifying party, at indemnifying party's expense, in the defense of such claim;
- The indemnified party not entering into any settlement agreement or otherwise settling any such claim without indemnifying party's express prior written consent or request; and
- The indemnified party complying with any settlement or court order made in connection with the claim (related to the future use of any infringing materials).
Indemnified party may participate in the defense or settlement of a claim with counsel of its own choice and at its own expense.
- 9.5 Exclusive Remedy
This Section 9 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.
- 9.1 Indemnification for Infringement
- Limitation on Liability
Except with respect to damages arising in connection with a breach of section 4.3 or 11, to the maximum extent permitted by law, in no event shall either party hereto, its licensors or suppliers, have any liability to the other party for any lost profits or cost of procurement of substitute goods or services or for any indirect, special, consequential, exemplary or incidental damages, however caused and based on any theory of liability (including negligence), arising out of the agreement, the performance or non-performance by either party of its obligations hereunder, whether or not such party has been advised of the possibility of such damages.
Some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you, in which case our liability shall be limited to the maximum extent permitted by law.
- Personal Information and Privacy Statement
You will comply with all applicable privacy and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personally Identifiable Information (as defined below) of any person. You will post a privacy statement on the page where You collect Personally Identifiable Information (hereinafter referred to as the "Privacy Statement") that complies with all applicable laws, rules, regulations and guidelines and, at a minimum, notifies users of the Personally Identifiable Information collected, how it will be used and how it will be secured and identifies the collection (via cookies, Web beacons and other applicable means) and use of information gathered in connection with the Services and obtains prior informed consent (opt-in) before utilizing any tracking technologies, to the extent required by applicable laws and regulations. Such Privacy Statement shall also include technical information related to collection, transmission and storage of Personally Identifiable Information provided by us through the Services. If required by applicable data protection legislation or other law or regulation, You will inform third parties that You are providing their Personally Identifiable Information to Us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. You agree to comply with the descriptions and provisions of the Privacy Statement. "Personally Identifiable Information" means any information that can be associated with or traced to any individual, including an individual's name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).
- 12.1 Independent Parties
You and BIQE are independent contractors. The Agreement does not create any joint venture, partnership, agency or employment relationship between the parties. You shall be solely responsible for managing Your employees and for any and all compensation, taxes, benefits and liabilities to Your employees and any of Your other representatives or service providers. Neither You nor any of Your employees, representatives, or service providers shall make any representations, warranties or guarantees with respect to Us, the Agreement or the Services other than as expressly authorized by Us in writing.
- 12.2 Assignment
Neither the Agreement nor any of Your rights or obligations under the Agreement may be assigned or transferred, by operation of law or otherwise, without our prior written consent, unless assigned to a successor in interest, or pursuant to a merger, corporate reorganization, or a sale or transfer of all or substantially all of Your assets of which You provide us notice at least 30 days prior to the consummation of the transaction. An assignment by You based on any other circumstances requires Our prior consent, which shall not be unreasonably withheld. We may freely assign this Agreement without Your consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- 12.3 Force Majeure
Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts beyond the control of the responsible party, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier's activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; failures of third party suppliers, service providers or vendors; and any other cause beyond the reasonable control of a party.
- 12.4 Choice of Law
The Agreement and any dispute arising out of or in connection with the Agreement shall be governed by and construed under the laws of the INDIA, without regard to the principles of conflict of laws. All disputes arising out of or related to the Agreement shall be subject to the exclusive jurisdiction and venue of New Delhi.
- 12.5 E-mail and Notices
You further agree that We may provide any and all notices, statements and other communications to You through either e-mail, mail, express delivery service, or delivered by a recognized commercial carrier addressed to the address last designated on the Agreement. You are responsible for providing Us with any updated contact information.
- 12.6 No Waiver; Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- 12.7 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
- 12.8 Entire Agreement
To the maximum extent permitted by applicable law, this Agreement, together with the documents referenced herein and all Order Forms, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedy in respect of any untrue statement shall be for breach of contract as provided in this Agreement. You acknowledge and agree that Your agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by Us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these General Terms of Service and any Order Form or Additional Terms of Service, the terms of such Order Form or Additional Terms of Service shall prevail, to the extent of such conflict. No terms or conditions stated in Your purchase order or in any other of Your order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
- 12.9 Publicity
We may not name You as a user of the Services without Your written consent.
- 12.10 Links to Third Party Sites
The Services or Our Website may include links to third party sites ("Linked Sites"). The Linked Sites are not under Our control, hence, We are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site or the Services provided via a Linked Site. We are providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Us of the site or any associated services provided by the site.
- 12.1 Independent Parties