Terms and Conditions for IntelliResponse

AGREEMENT TO OUR LEGAL TERMS

This Terms of Use (“Agreement”) is a binding contract between you (“Customer”, “You”, “Your”, “User”, “Client” & “Licensee”) and Embrais Consultancy Private Limited and its affiliates (“Embrais”, “Company”, “We”, “Our”, “Us” & “Licensor”) which provides services to its customers and is the owner of website located at https://intelliresponse.ai and any other page or sub-page which is operated by the Company (“Website”) along with its mobile application IntelliResponse and https://intelliresponse.app (the "App"). Where the context so requires, the website and the app shall be referred to as the (“Platform”) interchangeably. This agreement governs Your access to and use of the Services.

Embrais has established a Privacy Policy available at https://intelliresponse.ai/privacy-policy (“Privacy Policy”), that explains to the User how their information is collected and used. The Privacy Policy is referenced below and is deemed to be incorporated into the Agreement set forth herein by reference. Your use of the Platform is also governed by the Privacy Policy.

This Agreement, read with the Privacy Policy, are an electronic record under the Information Technology Act, 2000, and the rules made thereunder and the amended provisions pertaining to electronic records under various Indian statutes and is enforceable against You under the law by way of Your acceptance hereof. The Company may modify this Agreement and any other documents incorporated by reference herein at its sole discretion for complying with the extant legal and regulatory framework and for other legitimate business purposes, at any time, and the Company will post the amended Agreement with or without any notification to You on the Platform. It is the responsibility of the User to review the Agreement for any changes and You are encouraged to check the Agreement frequently. Your use of the Platform following any amendment of the Agreement will signify Your assent to and acceptance of a revised Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE OR REPRESENTATIVE ACTION OR PROCEEDING.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1. OUR Definitions

  1. Additional Policies: means in addition to the Agreement, which governs Your access and use of the Platform, Your access to, use of, and participation in the Platform is subject to all applicable regulations, guidelines and additional policies that the Company may set forth from time to time and any other restrictions or limitations that the Company publishes on the Platform
  2. Aggregated Statistics: means data and information related to Customer’s use of the Services to be used by Embrais in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
  3. Arbitration Agreement: means the mandatory arbitration mentioned in section 18.1
  4. Authorized User: means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
  5. Confidential Information: means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether marked, designated, or otherwise identified as “confidential” at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.
  6. Content: includes but not limited to audio, video, text, photographs, images and graphics made available through Our Service.
  7. Customer: “you,” or “Your” means you and Your Authorized Users.
  8. Customer Account: means Your account on the Services.
  9. Data: refers to all information You feed into the Services to which You own or have permission to use the intellectual property rights therein. For the avoidance of doubt, Data shall not be deemed to be Embrais’ Property.
  10. Documentation: means Our user manuals, handbooks, guides, FAQs, instructional videos, relating to the Services provided by Embrais to Customer electronically and relating to the Services available on Our Platform.
  11. Embrais Property: means (i) the Services, (ii) the Documentation, (iii) all intellectual property and (iv) all Content and software supplied by Embrais in connection with, or used by Embrais in providing, its Services. For clarification, Embrais intellectual property includes but is not limited to all source code, databases, functionality, software, website designs, audio, video, text, photographs, images and graphics available on our Platform, Our logos and any other trademarks that may appear on the Service, and the overall look and feel of the Service, including page headers, graphics, icons, and scripts, are part of Embrais Property. For the avoidance of doubt, Embrais Property includes Aggregated Statistics, and any information, data, or other information derived from Our monitoring of Your access to or use of the Services but does not include User Data. Furthermore, trademarks, product, service and company names, mentioned on the Service that is not Embrais Property as defined above, is the property of its respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the respective owners.
  12. Feedback: means any communications or materials sent to Us by post, email, telephone, feedback page or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, ideas, or the like, about the Services.
  13. Intellectual Property Rights: means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
  14. Marks: means all trademarks, service marks, and logos that of Embrais
  15. Output: means the output generated by the Services for You based on the processing of User Data made available to Us.
  16. Services: means the online and/or mobile services, website, app and software provided on or in connection with the service provided through IntelliResponse by Embrais under this Agreement and as detailed on the website of Embrais at intelliresponse.ai
  17. Term: means the term of this Agreement, which will commence on the Effective Date and continue for the period of Customer's active subscription to the Services
  18. Third-Party Products: means any products, Content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
  19. User Data: means (i) the Data obtained from the User, (ii) the Output, and (iii) any Content or Data supplied by Customer to Us, either directly through the Services or indirectly through the integration with a Third-Party Product, for processing by Us on Your behalf.

2.Eligibility

  1. By visiting the Platform or accepting this Agreement, You represent and warrant to the Company that You are 18 years of age or older, and that You have the right, authority and capacity to use the Platform and agree to and abide by this Agreement. You also represent and warrant to the Company that You will use the Platform in a manner consistent with all applicable laws and regulations in addition to this Agreement.
  2. You represent, acknowledge and agree that: (a) all the information that You submit is truthful, current, complete and accurate, (b) You will maintain the currency, completeness and accuracy of such information and (c) Your use of the Platform and the Services offered through the Platform do not violate any applicable law or regulation applicable either to You, the Platform or the Company.

3.Acceptance of terms

  1. This Agreement contain provisions that define Your limits, legal rights and obligations with respect to Your use of and participation in the Platform. The Privacy Policy is deemed to be incorporated in the Agreement by reference and the said Privacy Policy shall apply to all Users of the Platform.
  2. This Agreement also incorporate what otherwise would constitute to be an End User Licensing Agreement outlining the rights and obligations of users concerning the use of IntelliResponse, while addressing licensing terms, restrictions, ownership of intellectual property, disclaimers, and limitations of liability.
  3. You hereby always agree to comply with the Additional Policies and Your obligations thereunder.

4.User registration

  1. You may be required to register to use the Services. You agree to keep Your password confidential and will be responsible for all use of Your account and password. We reserve the right to remove, reclaim, or change a username or workspace name you select if We determine, in Our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5.User Representations

  1. By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) Your use of the Services will not violate any applicable law or regulation.
  2. If you provide any information that is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof). By virtue of terminating Your account, Your subscription shall be cancelled with immediate effect and any amount that has been paid towards availing the Services will not be refunded.
  3. By making User Data available on or through our Service You hereby grant to Us a non-exclusive, transferable, sublicensable, royalty-free license to use, copy, modify and reproduce, translate and process Your User Data as We deem fit.

6. License to use and scope of license

  1. Company hereby grants You a non-exclusive, revocable, non-sublicensable, non-transferable, limited license to use the Platform and avail the Services in the manner and on the terms and conditions as set forth in this Agreement (“Licensed Application”); provided, however, that:
  2. You will not copy, modify, distribute, or make derivative works of the Licensed Application in any medium without the prior written consent of Embrais;
  3. You will always act in accordance with the terms and conditions of this Agreement and in accordance with all applicable laws.
  4. This license will also govern any software updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate license is provided for such update, in which case the terms of that new license will govern
  5. You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with the prior written consent of Embrais).
  6. You may not copy (excluding when expressly authorized by this license and the usage rules) or alter the Licensed Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the usage rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell Your Devices to a third party, you must remove the Licensed Application from the Devices before doing so.
  7. Licensor reserves the right to modify the terms and conditions of licensing at any point in time hereafter without any prior intimation or notice to change.

7.Rights of the Company and obligations of the User

  1. In allowing You to use the Platform and access the Services in the manner intended herein, the Company shall have the following rights and You, as the User, shall have the corresponding obligations. The list provided hereunder is illustrative in nature and shall be read in conjunction with, and not in derogation of, with the other rights of the Company and Your obligations, provided elsewhere in this Agreement or any documents referenced herein.
  2. We may aggregate any data made available on the Platform, including but not limited to information, documents, provided by the User to create a repository, master file or any other aggregated data set of skills, trends, domain knowledge or User preferences for use of the same by the Company for any lawful purpose whatsoever.
  3. You will not:
  4. use Our Services in any way that infringes, misappropriates or violates the rights of any person.
  5. interfere with or disrupt Our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations We put on Our Services.
  6. Represent anywhere that Output generated using Our services was human generated when it was not.
  7. use the Output to develop models that compete with Our Services.
  8. It is important that the User must verify and confirm all Contents of its User Data.
  9. An elaborate list of prohibited activities is provided further below forming part of this document (see section 11).
  10. You are subject to the rights of the Licensor to control the use, misuse or abuse of the Platform in any manner. You are also subject to the rights of the Licensor to ensure compliance with and to avoid non-compliance of this Agreement, applicable laws, rules or regulations.

8.Intellectual property rights

  1. We are the owner or the Licensor of all intellectual property rights in Our Services, including Content accessible within the Platform as well all Marks. Other trademarks, names and logos on this Platform are the property of their respective owners.
  2. Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
  3. Our Content on the Platform is provided to You “AS IS” for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the Company or the respective owners. You agree not to use, copy, or distribute, any of the Company Data or Marks other than as expressly permitted herein.
  4. You agree not to circumvent, disable or otherwise interfere with security features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or the Content therein.
  5. Except as set out in this section or elsewhere in this Agreement, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Our express prior written permission.
  6. If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in this Agreement, please address Your request to: support@embrais.com. If We ever grant you the permission to post, reproduce, or publicly display any part of Our Services or Content, you must identify us as the owners or Licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying Our Content.
  7. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
  8. Any breach of Our intellectual property rights will constitute a material breach of this Agreement and Your right to use Our Services will terminate immediately and You may face legal prosecution and be liable for damages.

9. Subscriptions

  1. 9.1 Billing and Renewals: Your subscription will continue and automatically renew unless canceled. You consent to Our charging Your payment method on a recurring basis without requiring Your prior approval for each recurring charge, until such time as You cancel the applicable order. The length of Your billing cycle will depend on the type of subscription plan You choose at the time of subscription of Services.
  2. 9.2 Free Trial: A 7-day free trial is offered to new Users who register with the Services. The account will not be charged, and the subscription will be suspended until upgraded to a paid version at the end of the free trial.
  3. 9.3 Service credits: You can pay for some Services in advance by purchasing service credits. All service credits are subject to Our service credit terms.
  4. Cancellations: You can cancel Your paid subscription at any time. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding Your cancellation rights. All purchases are non-refundable. You can cancel Your subscription at any time by logging into Your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with Our Services, please email Us at support@embrais.com.
  5. 9.5 Changes: We may change Our prices from time to time. If We increase Our subscription prices, We will give you at least 30 days’ notice and any price increase will take effect on Your next renewal so that you can cancel if You do not agree to the revised terms of subscription.

10. No Confidentiality

  1. 10.1 Embrais may also disclose User information including personal information if the Company reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate the Company’s liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect Our rights or property, or the rights or property of any person or entity, (iv) to enforce this Agreement, (v) as may be required or necessary to deter illegal behaviour (including, but not limited to, fraud), (vi) with Our other corporate entities and affiliates to the extent it would help to facilitate joint or co-branded services that You request where such services are provided by more than one corporate entity (viii) of Your personal information with another business entity would be pertinent should We (or Our assets) plan to merge with, or be acquired by that business entity, or reorganization, amalgamation, restructuring of business. Should such a transaction occur then such other business entity (or the new combined entity) will be required to follow the Privacy Policy with respect to Your information and therefore will not require Your further consent.

11. Prohibited Activities

  1. 11.1 You may only access or use the Services for their intended purposes, as authorized by us. The Services may not be utilized for any commercial purposes unless expressly endorsed or approved by us.
    2. 11.2 As a user of the Services, you agree not to:
    1. a. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without Our express written consent
    2. b. Engage in any fraudulent or misleading activities, including attempts to obtain sensitive account information such as passwords.
    3. c. Circumvent, disable, or otherwise interfere with security-related features of the Services, including those that restrict the use or copying of Content or enforce limitations on use.
    4. d. Disparage, tarnish, or otherwise harm, in Our opinion, us and/or the Services.
    5. e. Use information obtained from the Services to harass, abuse, or harm others.
    6. f. Misuse Our support services or submit false reports of abuse or misconduct.
    7. g. Use the Services in violation of any applicable laws or regulations.
    8. h. Engage in unauthorized framing of or linking to the Services.
    9. i. Upload or transmit viruses, Trojan horses, or other malicious material, or engage in excessive spamming or other activities that disrupt the normal use of the Services.
    10. j. Utilize automated systems, such as scripts or bots, to access the Services or send messages.
    11. k. Remove or alter any copyright or proprietary rights notices from the Content.
    12. l. Impersonate another user or person or use another user’s credentials without authorization.
    13. m. Upload or transmit any material designed to collect information passively or actively (e.g., spyware, cookies).
    14. n. Interfere with or place an undue burden on the Services or the networks connected to them.
    15. o. Harass, annoy, intimidate, or threaten Our employees or agents.
    16. p. Attempt to bypass any measures designed to restrict access to the Services.
    17. q. Copy, adapt, decipher, decompile, disassemble, or reverse engineer any part of the Services' software, except as permitted by law.
    18. r. Use, launch, or distribute any unauthorized automated system or software, including spiders, robots, cheat utilities, or scrapers, except as may result from standard search engine or browser usage.
    19. s. Employ any buying or purchasing agents to make transactions on the Services.
    20. t. Make unauthorized use of the Services, such as collecting usernames or email addresses for sending unsolicited emails or creating accounts by automated means or under false pretence.
    21. u. Utilize the Services or Content for any commercial or revenue-generating activities, or in any effort to compete with Us.
  2. 11.3 Any violation of these provisions may result in the suspension or termination of Your access to the Services and other legal actions.

12. Disclaimer of warranties

  1. 12.1 OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
  2. 12.2 YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
  3. 12.3 YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT YOU MAY BE EXPOSED TO THIRD PARTY CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST THE COMPANY WITH RESPECT THERETO, AND AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS SHAREHOLDERS, EMPLOYEES, MANAGERS, OPERATORS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, HARMLESS TO THE FULLEST EXTENT ALLOWED BY LAW REGARDING ALL MATTERS RELATED TO YOUR USE OF THE PLATFORM.
  4. 12.4 THE COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE PLATFORM, POSTINGS, FEEDBACK OR CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR USER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE PLATFORM OR CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.

13. User Data

  1. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

14. Liability

  1. 14.1 Licensor takes no accountability and responsibility in case of No Guarantee of Accuracy: The Company does not guarantee the accuracy, completeness, or reliability of any content or information provided by the Application, including AI-generated responses. Users acknowledge that the use of the Application and its Outputs are at their own risk
  2. 14.2 Licensor takes no accountability and responsibility in case of Third-Party Services: The Company is not responsible for any actions or inactions of third-party service providers or Platforms integrated with the Application. Any issues or disputes arising from such third-party services are solely between the user and the third-party provider.
  3. 14.3 Licensor takes no accountability and responsibility in case of Indirect Damages: The Company is not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to the use of or inability to use the Application.
  4. 14.4 Licensor takes no accountability and responsibility in case of Service Interruptions: The Company does not guarantee uninterrupted or error-free operation of the Application. The Company is not liable for any interruptions, delays, or failures in the performance of the Application.
  5. 14.5 Licensor takes no accountability and responsibility in case of User Responsibility: Users are responsible for ensuring their use of the Application complies with all applicable laws and regulations. The Company is not liable for any consequences resulting from the User’s non-compliance.
  6. 14.6 The Licensor shall not be liable for any personal injury, malfunction, loss of reputation, or any damage, whether direct, indirect, incidental, consequential, or otherwise, arising out of or related to the use of any Contributions generated through the Services.
  7. 14.7 It is the sole responsibility of the User to verify the accuracy, completeness, and appropriateness of any Contributions before using them for any purpose. The User acknowledges and agrees that any reliance on or use of the Contributions is at their own risk.
  8. 14.8 Any liability arising from the use, implementation, or reliance on the generated Contributions within the Licensed Application shall be solely borne by the User. The Licensor expressly disclaims all liability in connection with the User’s use of the Contributions, including any third-party claims or damages that may arise therefrom.

15. Limitation of Liability

  1. 15.1 In no event shall the Company, affiliates or its respective officers, managers, members, directors, employees, successors, assigns, subsidiaries, suppliers, attorneys or agents, be liable to You for any direct, indirect, incidental, special, punitive, consequential or exemplary damages whatsoever resulting from any: (i) errors, mistakes or inaccuracies of data, marks, content, information, materials or substance of the Platform or content, (ii) any unauthorized access to or use of secure servers and/or any and all personal information, (iii) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform (iv) any interruption or cessation of transmission to or from the Platform; (v) any errors or omissions in any Data, Content, information, materials or substance of the Platform or Services; (vi) use of any data, marks, Content, information, materials or substance of the Platform or content posted, emailed, transmitted, or otherwise made available on or through the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the Company is advised of the possibility of such damages.
  2. 15.2 The foregoing limitation of liability shall fully apply permitted by law in the applicable jurisdiction. In no event shall the total aggregate liability of the Company or its affiliates, arising from or relating to the Platform and the Services, and/or the Content, shall exceed a sum greater than the amount You have paid for the Services that gave rise to the claim during the 3 months before the liability arose or one hundred dollars ($100), whichever is lesser. The limitations in this section apply only to the maximum extent permitted by applicable law.

16. Indemnification and Release

  1. 16.1 You agree to defend, indemnify and hold harmless the Company, and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, suppliers and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from Your use of or access to, the Platform and Services; Your violation of any provision of the Agreement, including the Privacy Policy; Your violation of any third- party right, including without limitation any copyright, property, proprietary, intellectual property, or privacy right; any claim that the information and/ or content submitted by You caused damage to a third party; any violation of the payment terms including any claim of alleged forgery raised against User; or breach of Your express or implied representations and warranties.

17. Grievance Redressal Mechanism

  1. Any discrepancies, claims, or grievances regarding the Content and/or the Output or breach of this Agreement ("Dispute") shall be taken up with the designated Grievance Officer as mentioned below in writing or through email signed with the electronic signature to:

    Attention: Sunil Gowthem

    Address: Embrais Consultancy Private Limited

    No.38, 2nd Cross Azad Nagar, Trichy, Tamil Nadu 620021 India

    Email: support@embrais.com

  2. We aim to address your concerns without the need for formal legal proceedings. Before initiating any claim against us, you agree to attempt to resolve the Dispute regardless of when the Dispute arose, even if it was before this Agreement existed, informally by contacting us at the mailing address provided above and sharing your email address. We will make efforts to resolve the Dispute informally by reaching out to you via email. If the Dispute remains unresolved within 30 days of submission, either you or Embrais may proceed with formal legal action.

18. Dispute Resolution

  1. Arbitration: You and Embrais agree to resolve any Dispute arising out of or relating to this Agreement or Our Services, regardless of when the Dispute arose, even if it was before this Agreement existed, through final and binding arbitration. All claims, disputes or differences arising between the User and Embrais from the present Agreement or in connection to the present Agreement shall be referred and resolved through arbitration under Arbitration and Conciliation Act, 1996, as governing law for the arbitration proceedings.
  2. This Agreement and any dispute or claim relating to it, its enforceability or its termination, shall be governed and interpreted according to the laws of India. The Courts at Chennai shall have exclusive jurisdiction over any disputes under this Agreement.

19. General Terms

  1. Notice: You agree that the Company may provide You with notices, including those regarding changes to this Agreement, by email, regular mail, or by postings such changes on the Platform.
  2. Assignment: You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.
  3. No Agency or Partnership: No agency, partnership, joint venture, or employment is created because of this Agreement or Your use of any part of the Platform, including without limitation, the contract between the Users. You do not have any authority whatsoever to bind the Company in any respect.
  4. Force Majeure: Neither the Company nor You shall be liable to the other for any delay or failure in performance under this Agreement arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, national disasters or any such event regarded as a Force Majeure by the government of India or by applicable laws.
  5. Changes to these Terms or our Services: We may update these Terms or our Services accordingly from time to time forming part of development and improvement of our Services. For example, we may make changes to these Terms or the Services due to:
    • Changes to the law or regulatory requirements.
    • Security or safety reasons.
    • Circumstances beyond our reasonable control.
    • Changes we make in the usual course of developing our Services.
    • To adapt to new technologies.
    All changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.
  6. Delay in enforcing these Terms: Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.
  7. Entire agreement: These Terms contain the entire Agreement between you and Embrais regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between you and Embrais.
  8. Severability: If any provision of this Agreement is deemed invalid by a court/tribunal of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
  9. Statute of Limitations: You agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action arises. Otherwise, such cause of action is permanently barred.
  10. Section Headings: The section headings in this Agreement are for convenience only and have no legal or contractual effect.
  11. Governing law: This Agreement shall be governed in all respects by the laws of India. Except as provided in the dispute resolution section above, all claims arising out of or relating to this Agreement will be brought exclusively in the Courts of Chennai, Tamil Nadu.

20. CONTACT US

To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Embrais Consultancy Private Limited,

No.38, 2nd Cross Azad Nagar,

Trichy, Tamilnadu 620021

India

E-mail: support@embrais.com

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