Terms and Conditions
The aforementioned license terms shall be deemed to be effective as of the date of acceptance of digitGaps of an Order from You (the “Effective Date”) and shall remain in force until the user terminates the association in accordance with the terms of License agreement. digitGaps may, in its sole discretion, terminate any license granted to you here-under without notice in the event of non-compliance by you with these License Terms, including, but not limited to the non-payment of any amounts due and payable to digitGaps.
Annual Subscription which users make shall commence on the Effective Date applicable to it and will be effective for twelve (12) months duration (the “Initial Term”). Thereafter, each Annual Subscription shall renew for successive twelve (12) month periods (each, a “Renewal Term”). Either party may cancel the relevant Annual Subscription with prior three (3) months’ notice communicated in writing to the other party.
The entire agreement entered in by the parties relating to the licensing of the Product(s) consists of these License Terms, along with any terms and conditions set forth in an Order. This makes null and void all previous agreements and understandings, whether oral or written, relating to such licensing. In the event of any dispute between these terms and conditions and any other Order, these License Terms shall prevail as final document. Any modifications, amendments or supplements to these License Terms shall be only effective unless each party signs it. Approvals or consents here-under by any party have to be in writing.
You cannot assign or transfer your rights or obligations under these License Terms to another party without the prior written consent of digitGaps.
The user shall not ask for any waiver or modification of any term or condition mentioned under the License terms in case of failure of digitGaps at any time to enforce any of the other aforementioned terms .
In case, any provision of these License Terms, or an Order, is held to be invalid or unenforceable by any court of law or administrative body of competent jurisdiction, the invalidity or unenforceability of such provision shall not in any way affect the other provisions of these License Terms, and all provisions not so affected by such invalidity or unenforceability shall remain in effect. Further, all the parties present in the agreement should be ready to substitute for any invalid or unenforceable provision with a valid or enforceable provision to the maximum extent the economic objectives of the unenforceable provision are expected to be achieved .
These License Terms shall be governed by the laws of the Republic of India with regard to any principles of conflicts of law. Any disputes arising in connection with these License Terms (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the appropriate courts of the Republic of India .
All fees should be paid as per the terms of payment mentioned in the applicable order (Fees). digitGaps has the discretion to cancel access to the product in case the full payment has not been received by digitGaps within the stipulated time .
All fees that you shall pay to digitGaps are inclusive of all goods and services, sales, use or other taxes, customs, duties and similar levies. All the aforementioned payment payable in or to any jurisdiction or authority whatsoever shall be your sole responsibility. This payment will exclude taxes levied on the income of digitGaps.
digitGaps shall exercise the right to ensure the users’ compliance with the aforementioned License Terms, using any method available to and preferred by digitGaps . In case any non-compliance on your part is detected in relation to any Product(s) purchased, digitGaps may, in its sole discretion, without causing any effect to any other rights of digitGaps under these License Terms may initiate the following:
- Modify the scope of or upgrade the relevant license to bring it into compliance with the actual usage of the Product(s)
- Invoice you with such additional fees that have arisen due to change of the scope of the license. Further, digitGaps has the right to initiate any other step that deeps necessary to rectify such non-compliance.
Intellectual Property Rights” are the sole property of digitGaps which includes but is not limited to the following propriety rights: All copyrights, utility models, patents, service marks, trade-marks, database rights, design rights (whether registered or unregistered), proprietary information rights. You should acknowledge that you shall not obtain any Intellectual Property Rights relation to Product(s) or its (their) usage except for the license granted by digitGaps to use the Product(s) as mentioned henceforth.
In relation to third party claims you are liable to indemnify digitGaps as a result any transgression of any Intellectual Property Rights mentioned under the License terms. You acknowledge that digitGaps (or its licensors) have the right to initiate any proceedings caused due to any such infringement, or any sort of claim relating thereto. Also, you shall too comply with any such proceedings acknowledging that any recovery in pursuant to such proceedings shall accrue solely for the benefit of digitGaps.
DISCLAIMER OF WARRANTIES
All Product(s) are provided on an “as is”, “as available” basis. digitGaps adds express disclaimer to all the warranties including that of merchantability and fitness for a particular purpose. digitGaps, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of digitGaps or its affiliates makes no warranty that the service or content in relation to product:
- Will comply to any specific requirement
- Will be uninterrupted, timely, secure, error-free or virus-free
- Will contain accurate, reliable or complete results. The users are solely responsible for the selection, suitability and the use of the Product(s) and acknowledge that, as stated above, digitGaps does not provide any additional warranties or guarantees relating to the Product(s).
digitGaps, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of digitGaps or its affiliates is not responsible for any direct, indirect, incidental, special, consequential or exemplary damages. The aforementioned damages may include but is not limited to intangible losses (even when implied in advance) other such damages for loss of profits, goodwill or data.
The above losses may arise in relation to:
- The use or the inability to use any Product(s);
- The cost of procurement of a substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into by the user concerned with the usage of Product(s).
- Any unauthorized access to or alteration of any Product(s);
- Any price change, of any Product(s) or (v) any other matter relating to any Product(s).
The usage of the product(c) must be in compliance with the terms laid down under the License term (“Confidential Information”). In relation to the usage of the product(s) you are prohibited to copy, alter, adapt, publicize, disclose, or in any way part with possession of any information of digitGaps which you possess as a result of these License Terms.
This compliance shall exclude information which:
- You can prove was owned by you at the same date it was received or obtained; or
- You have obtained from a third party having a sound legal standing.