Insightly Analytics Inc., a Delaware company registered at 7545 Perennial St, Frisco, TX, 75035 ("US entity") and it's subsidiary, Insightly Anaytics Private Limited, a private limited company with registered address at A 1302, Lansum Etania, Survey 280, Puppalaguda, Rajendranagar, Hyderabad, Telangana 500089 ("India entity"), collectively referred to as (“Company/We/Us”), owns and operates the website www.hivel.ai and/or it’s subdomains (“Site”) and web services (“Application”) used by businesses and individuals (“Customer/You”) to improve the quality of their relationships with their current and prospective employees, partners, and service providers. Customers may be divided into paid and free Customers. Certain provisions of these Terms shall be applicable only to paid Customers., in addition to the other provisions.
The Company grants access to its Solutions to the Customer on the condition that the Customer agrees to be legally bound by the terms and conditions as outlined under this Agreement.
Any reference to in the form of “We”, “Us” and “Our” would hereinafter refer to the Company. Any reference to “You”, “Your”, “Yourself” shall hereinafter refer to the Customer. The Customer and the Company together may be referred to as “Parties” and singularly as “Party”.
Please use Our Services only if You agree to the terms and conditions outlined under this Agreement. If You consent electronically or access or use Our Services, then You shall have been deemed to consent to the terms and conditions outlined under this Agreement. If You are not agreed to the terms and conditions under this Agreement, please do not use Our Services.
If you have questions, you can email us at firstname.lastname@example.org. We reserve the right to enforce the Terms by limiting your access to the Services, up to and including permanent Termination of your Account. We also reserve the right to change the Terms at any time. The latest Terms can always be found at https://www.hivel.ai/terms-of-service .
- The Company has developed, owns and offers to its Customers proprietary solutions (“Solutions”) that facilitate in improving developer productivity by providing engineering teams of Customers, with dashboards and actionable insights capable of being used by the Customers that in that may result in an additional feature/ capability for the Customer (ii) documentation, materials, sample code and software (including any human-readable programming instructions) relating to the Solution made available hereunder and specific support services provided on Solutions that is hosted/ made available by the Company to the Customer at the location mutually agreed by Parties in writing (“Services”).
- The Services would be available on a subscription basis for a fixed Term to the Customers who wish to access and use the Services in accordance with the license granted by the Company under this Agreement. The Subscription may be free of cost or chargeable depending upon the number of Customer Accounts, the Customer chooses to subscribe to. “Customer Accounts” refers to access provided to each authorized user of the Customer for the purposes of use of the Solutions and Services and includes access credentials such as username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Solutions. The Customer shall designate one Customer Account as an administrator account and have multiple Customer Accounts subject to the subscription.
2. Grant of license
- The Company shall grant during the Subscription Term, a limited, non-exclusive, non-transferable, revocable, non-perpetual, royalty-free and worldwide license to access and use the Solutions and Services in accordance with the terms and conditions as outlined under this Agreement and solely for the internal business purposes of the Customer.
- Any associated user manual or other such documents (“Documentation”) which are provided to the Customer for the purposes of understanding the usage and application of the Services and Solutions shall also be licensed along with the Services on the same terms and conditions.
- The Customer agrees that it shall use the Solutions and Services solely for the purposes of its business operations and would not further sell or commercially exploit the Solutions and/or the Services. The Customer also agrees to abide by the usage instructions as outlined in the Documentation.
- The Customer may authorize its employees/consultants/agents or its end-users to access or use the Services (“Authorised Users”). The Customer agrees that any misuse of the Services or usage in violation of this Agreement by any of the Authorised Users shall be the sole responsibility of the Customer and the Customer shall be liable for any damage arising thereof. Subject to the terms and conditions of this Agreement, the Customer hereby grants to the Company a limited, worldwide, non-transferable, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the data provided by the Customer to the Company, in pursuance of these terms and conditions, solely for the betterment of the Solution and for provision of the Solution and Services to the Customer.
3. License restrictions
Customer shall not either directly or indirectly:
- Copy, modify, reproduce, decompile, reverse-engineer, attempt to derive the source code, sell or commercially exploit in any other manner or tamper in any manner, the Solutions and/or the Services or the associated Documentation, without the prior written consent of the Company.
- Copy, modify, reproduce, remove, commercially exploit, destroy or tamper in any manner, any Intellectual Property of the Company, including but not limited to the Company’s logos, trademarks or any other proprietary information present in the Services or the Documentation.
- Assign, sell, sub-lease, distribute or effect any transfer of the Solutions and/or the Services or the associated Documentation.
- Attempt to re-create the Solutions and/or the Services by any means whatsoever.
- Create derivative works based on the Solutions and/or the Services or associated Documentation.
- Interfere with the functioning of the Solutions and/or the Services or the Documentation.
- Attempt to gain unauthorised access to the Solutions and/or the Services or attempt to conduct any unauthorised testing on the Services.
- Use the Solutions/Services for any illegal purpose.
- Use the Solutions/Services to infringe upon the intellectual property rights of any third-party.
- Use the Services in violation of any applicable law.
If the Customer does not agree to the aforementioned restrictions, then it may not use the Services. If any Customer uses the Services in breach of the aforementioned restrictions, then the Company, at its sole discretion is entitled to terminate or suspend the license granted with immediate effect.
4. Fee and refunds
- Paid Customers shall pay the Company the fees (the “Fees”) on a subscription basis as set forth on the Site from time to time.
- The Fees shall be paid in advance on a [monthly/quarterly/annual] basis and shall not be refundable unless these Terms provide for the same.
- No reimbursements shall be made for terminations mid-year during the Term for the remaining unused portion of the Term except as expressly provided in these Terms. All billing and payment will be made in United States dollars. All Fees and payments are non-refundable and exclusive of all taxes, including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties, and the paid Customer agrees to pay such taxes, whether federal, state, local, or municipal.
5. Term and termination
- Unless mutually agreed in writing otherwise, the Subscription Term shall be for an initial period of one year (“Term”). The Term will automatically renew for consecutive one-year terms (each a Renewal Term) on the anniversary date of the Effective Date. Either Party may terminate the Renewal Term at any time upon thirty (30) days’ written notice prior to the renewal date. You may choose to intimate Us at email@example.com. Nothing in this Agreement allows the paid Customer to terminate the Agreement for convenience.
- The Subscription may terminate earlier than the expiry of the Term if:
- Either party fails to comply with, perform or observe any material term or condition in this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching Party; or
- If the other Party (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding shall not have been dismissed or stayed within sixty (60) days after such filing.
- Upon termination of this Agreement, each Party shall promptly return, or at the other Party’s request, destroy (and provide confirmation of such destruction), all Confidential Information of the other Party (including without limitation the Customer Data), subject to retention of data for regulatory purposes, if mandated under applicable laws.
- The Customer shall immediately cease to use the Solutions, upon termination and the access of the Customer and its authorized employees to the Customer Accounts shall be immediately disabled.
- All payment obligations of a paid Customer accrued up till the date of termination shall survive the termination of the Agreement. In the event, any advance has been paid, the same shall be non-refundable, if the termination is due to breach by the Customer of these terms and conditions.
- In addition to the above, the Company may at its sole discretion, choose to suspend the subscription of the Customer, if the Customer accesses or uses the Services in breach of this Agreement or if any amount of Subscription Fees remains unpaid or due (in case of paid Customers). The Customer agrees that such suspension would be fair and necessary in order for the Company to ensure proper usage of the Services offered by it.
- The Company shall notify the Customer before 30 (thirty) days of such suspension and the parties shall attempt to resolve the concerns within 30 (thirty) days. In the event, the concerns are not resolved within 30 days, the Company at its sole discretion shall have the right to terminate the subscription of the Customer.
6. Confidential information
- “Confidential Information”, means all non-public information, documents, data, items, materials, including without limitation the following in any form:
(a) information, documents, structure, briefs, descriptions, clarifications, marketing and promotional material of the disclosing Party;
(b) the Services being provided herein;
(c) the business policies and practices of the disclosing Party;
(d) personal identification information of the customers of disclosing Party;
(e) any other information, details, data, documents, reports and results / outcomes of the usage of the product and/or allied services offered by the disclosing Party;
(f) any commercial, business and technical aspects and/or information or requirement that may be shared by either Party; and
(g)any other information, document, data, etc. shared by either Party, orally or in writing, in relation with this Agreement, irrespective of whether expressly stated as confidential or not.
All information shared in oral form, shall be captured in writing within 30 days of disclosure, for the same to qualify as Confidential Information.
- Receiving party shall not disclose the Confidential Information or shall allow unauthorized access to the same by any third-party, without the prior written consent of the disclosing party.
- Receiving party shall use the Confidential Information shared solely for the purposes as outlined under this Agreement.
- Receiving party shall take all reasonable measures to maintain the confidentiality of all such Confidential Information of the other party in its possession or control, which shall in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
- Receiving party shall not make any copies or derivatives of the Confidential Information, so received.
- Receiving party shall immediately upon becoming aware of a breach of its security that reasonably may have resulted in unauthorized access to the disclosing party's Confidential Information, notify disclosing party and shall cooperate fully with disclosing party’s investigation of and response to the incident.
- Receiving party recognizes, acknowledges, and agrees that disclosing party may sustain irreparable harm if Receiving party's obligations and undertakings herein are breached, for which monetary damages would not be an adequate remedy. Therefore, receiving party agrees that, in the event of a threatened breach or a breach of this Agreement, disclosing Party will be entitled, without prejudice to all other available remedies, to seek and obtain an injunction, without bond, or to an appropriate decree of specific performance or any other appropriate equitable relief in any court or tribunal of competent jurisdiction.
- Notwithstanding the above, the obligations of confidentiality as outlined under this Agreement shall not apply in the following situations:
- The information being disclosed already exists in the public domain for reasons other than the breach of the receiving party.
- The information was mandated to be disclosed under any applicable law.
- The information was mandated to be disclosed under any government order or as a result of a judicial decision.
- The information was in the lawful possession of the receiving party prior to signing of this Agreement.
- The confidentiality obligations as outlined under this Agreement shall survive for a period of three (3) years beyond the termination/expiry of this Agreement.
7. Intellectual property
- Except for the rights granted in accordance with the terms and conditions of this Agreement, all rights, title and interest, in the Solutions and/or the Services, including inter alia any future upgrades, updates, improvements, Customer feedback and enhancements, Company logos, trade names and trademarks, and the associated Documentation shall be the sole and exclusive intellectual property of the Company.
- The content uploaded by the Customer shall be the sole and exclusive intellectual property of the Customer.
Nothing in this Agreement shall effect in:
- Transfer of ownership of any intellectual property rights from one party to another or;
- Provide either party, a right to use the other party’s trade names, logos or trademarks, unless otherwise agreed in writing.
- Each Party shall indemnify, defend and hold the other Party and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, losses, liabilities, costs (including without limitation reasonable attorney’s fees) directly attributable to such Party arising from or in connection with:
- such Party’s breach of terms as outlined in this Agreement and/or;
- breach of applicable laws.
- This indemnity does not apply to, and Company will have no obligation to the Customer for, any infringement or misappropriation claim that arises from (i) unauthorized modifications to the Solution by the Customer or a third party, (ii) Customer’s use of the Solution other than as specified in this Agreement, (iv) use of the Solution in conjunction with third-party software, hardware or data other than that approved by Company, (v) any combination of the foregoing, or (vi) where Customer continues an alleged infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.
USE OF THE SERVICES AND SOLUTIONS IS AT CUSTOMER’S OWN RISK. THE SERVICES AND THE SOLUTIONS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND/OR THE SOLUTIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL COMPLETENESS OR ACCURACY, OR FREEDOM FROM TRANSCRIPTION ERRORS, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, OR (6) THAT THE SERVICE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER.
10. Limitation of liability
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, OR CONSEQUENTIAL DAMAGES AND/OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE COMPANY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED FEE PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE PRECEDING THREE (3) MONTHS. HOWEVER, THE FOREGOING LIMIT SHALL NOT APPLY TO (A) GROSS NEGLIGENCE AND WILFUL MISCONDUCT OF A PARTY; (B) BREACH OF CONFIDENTIALITY OBLIGATIONS INCLUDING BREACH OF OBLIGATIONS AGAINST USE OR DISCLOSER OF ANY PERSONAL DATA; (C) FOR ANY OTHER ACT, OMISSION, OR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED BY LAW.
If any term or other provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law, or public policy in whole or in part, such provisions or applications shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
Neither Party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other Party, except that the Company may assign this Agreement upon notice to (but without the consent of) the Customer to any successor in connection with a reorganization, change of control, consolidation, merger, sale of all or substantially all of its business or assets related to this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
13. Non-compete and Non-Solicitation
During the Term and for a period of one (1) year thereafter, either Party will not:
- Directly, or indirectly, employ or solicit the employment or services of the other Party’s employee or independent contractor with whom the Party has come into contact in connection with this Agreement without the Party’s prior express written permission.
- Directly or indirectly, develop, market, sell for commercial purposes, any software with competing features and/or functionalities as that of the Solution being offered.
14. Force Majeure
The Parties will not be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities or service, breakdown of internet service, lack of utility service, breakdown of equipment, natural catastrophes, governmental acts or omissions, changes in laws or regulations, strikes, fire, explosion, or other similar cause.
The failure of either Party to require performance of the other Party to any provision hereof shall in no event affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof, constitute a waiver of any succeeding breach of the same or any other provision nor constitute a waiver of the provision itself.
16. Governing Law
Notwithstanding anything contained herein, for customers signing up with our US entity, these Terms will be governed by and construed in accordance with the laws of Delaware as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction, the application of which is expressly excluded. Any claim or controversy arising out of or relating to these Terms will be brought exclusively in the federal or state courts located in Delaware and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
Notwithstanding anything contained herein, for customers signing up with our India entity, these Terms will be governed by the laws of the State of Telangana without regard to its conflict of law principles to the contrary. Neither You nor any third party authorized by You will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in State of Telangana. By using our Services, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. You hereby waive any right to trial by jury arising out of this Agreement and any related documents.
Nothing contained in this Agreement, shall prevent the Company from offering the same or similar Services to any other entity, irrespective of the fact, that such entity may be a competitor of the Customer.
18. Questions and grievances
If you have any queries regarding this Agreement, you may contact our customer service personnel at the following email address: firstname.lastname@example.org. The Company does not ensure but, our customer service personnel, shall try to the best of their capabilities to resolve Your issue within 30 working days of Your raising such an issue.