Terms & Policies
Terms and Conditions
These User Terms of Service (“Terms”) are between you (“you”) and Dhiwise (“Dhiwise” or “we”) and govern your use of all versions of the Dhiwise software and services, including the Dhiwise API and Beta Previews (collectively, the “Services”), and the Dhiwise websites, including but not limited to X,Y,Z (the “Websites”).
- “Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.
- “Contractor” means an independent contractor or consultant who is not a competitor of Dhiwize.
- “Customer Data” means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation:
- data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and
- data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
- “Customer Properties” means Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
- “Dashboard” means Dhiwise’s user interface for accessing and administering the Services that Customer may access via the web or the Dhiwise Apps.
- “Documentation” means the technical user documentation provided with the Services.
- “Dhiwise App” means any mobile application or desktop client software included in the applicable Service that is made available by Dhiwise.
- “Dhiwise Code” means certain code, software development kits (SDKs) or other code provided by Dhiwise for deployment on Customer Properties.
- “Laws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
- “People” (in the singular, “Person”) means Customer’s end user customers, potential customers, and other users of and visitors to the Customer Properties.
- “Permitted User” means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
- “Sensitive Personal Information” means credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”);
- “Services” means Dhiwise’s proprietary software-as-a-service solution(s), including the Dashboard, Dhiwise application programming interfaces (APIs), Dhiwise Code and Dhiwise Apps, as described in the applicable Order Form.
- “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Dhiwise.
- “Third-Party Platform” means any software, software-as-a-service, data sources or other products or services not provided by Dhiwise that are integrated with Services as described in the Documentation.
3. Binding Agreement
Dhiwise reserves the right to modify these Terms at its discretion. If Dhiwise makes any material changes to these Terms, it may notify you by email or posting a notice on www.dhiwise.com. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services and Websites. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you. Your continued use of the Services and Websites after any such update constitutes your acceptance of such changes. Except as set forth in this paragraph, no modification or amendment of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification or amendment is to be asserted.
If you are agreeing to these Terms not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or government official) then “you” means your entity and you are binding your entity to these Terms. If you do not have such authority or if you do not agree with these Terms, do not accept these Terms and do not use the Services.
You may not use the Services in violation of export control or sanctions laws of India or any other applicable jurisdiction. You may not use the Services if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by an Indian government agency.
4. Use Of Services
1. Provision of Services
There is a trial period of 7 days offered to the user on a free basis wherein the code cannot be downloaded as the code can only be downloaded through a paid subscription of the said Services. To avail this no payment details are required to be given to Dhiwise.
Each Service is provided on a subscription basis for a set term (Monthly/Yearly) designated on the Order Form (each, a “Subscription Term“).
There are 3 packages to avail the services Dhiwise provides:
2. Access to Services
Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Dhiwise’s systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User’s access to the Service. The right to use the Services includes the right to deploy Dhiwise Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.
3. Dhiwise Apps
To the extent Dhiwise provides Dhiwise Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Dhiwise grants to Customer a limited, non-transferable, non-sub licensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Dhiwise Apps internally, but only in connection with Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement.
4. Contractors and Affiliates
Customer may permit its Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
5. General Restrictions
User will not (and will not permit any third party to):
- rent, lease, provide access to or sublicense the Services to a third party;
- use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
- reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Dhiwise);
- copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing;
- remove or obscure any proprietary or other notices contained in the Services (including without limitation
- the “Powered by Dhiwise” designation that may appear as part of the deployment of the Services on Customer Properties and
- notices on any reports or data printed from the Services); or
- publicly disseminate information regarding the performance of the Services.
5. Proprietory Rights And Non-exclusivity
Platform rights will be only with company and with no other individual. Dhiwise has only licensed the Services to you and Dhiwise does not sell the Services. You acknowledge and agree that Dhiwise and its licensors have and retain all legal right, title and interest in the Services including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formula, scripts, work flows, processes, software, methodologies, databases, know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. As between you and Dhiwise, Dhiwise shall retain all legal right, title and interest in the Content, excluding Your Content. Dhiwise reserves all rights in and to the Services and Content that it does not expressly grant you in these Terms.
Your rights under these Terms are non-exclusive. There is no prohibition or restriction on Dhiwise to provide the same or similar rights as set out in these Terms to any other person.
6. Customer Data
Rights in Customer Data
As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Dhiwise. Subject to the terms of this Agreement, Customer hereby grants to Dhiwise a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
7. Use Of Content
1. You may create or upload User-Generated Content while using the Services. You are solely responsible for the contents of, and for any consequences resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Services, regardless of the form of that Content. By uploading User-Generated Content while using the Services, you represent and warrant that you have all necessary rights to submit the User-Generated Content and that the User-Generated Content is, to your knowledge, accurate, not confidential, and not in violation of any applicable laws, contractual restrictions or other third party rights, including intellectual property rights or privacy-related rights of any person or entity. You also agree that your profile information will be accurate. We are not responsible for any public display or misuse of your User-Generated Content.
2. We have the right to refuse or remove any Content that, in our sole discretion, violates any laws or Dhiwise terms or policies.
3. You retain ownership of and responsibility for Your Content. You agree that you are solely responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post. The licenses you grant to us and our Users will end when you remove Your Content from our servers, unless other Users have forked it, in which case the licenses will continue until all such Users have removed the Content from our servers.
4. We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the nonexclusive, worldwide, royalty-free right to store, archive, parse, display, and perform Your Content, and make incidental copies, as necessary to provide the Services, including improving the Services over time, and to detect, prevent, and respond to security issues and violations of Services policies. This license does not grant Dhiwise the right to sell Your Content. Dhiwise does not otherwise distribute or use Your Content outside of our provision of the Services, but we may release Your Content when we believe release is appropriate to comply with the law, enforce our policies, or protect ours or others’ rights, property, or safety.
5. Any User-Generated Content you post publicly, including issues, comments, and contributions to other Users’ workspaces, may be viewed by others. By making your workspace, collections, or documentation public, you agree to allow others to view and “fork” your APIs, collections, environments, mocks, monitors, and other linked entities because they become publicly accessible through your workspace, collections, or documentation. This means that others may make their own copies of Content from your workspaces, collections, or documentation in workspaces they control. If you set any of your workspaces, collections, documentation and/or entities to be viewed publicly, you grant each User of Dhiwise a nonexclusive, worldwide, royalty-free license to use, display, and perform Your Content through the Services and to reproduce such Content solely on the Services as permitted through the Services’ functionality (for example, through forking). You are responsible for ensuring that you do not accidentally make any private User-Generated Content, workspaces, collections, or documentation publicly available. Any User-Generated Content made public will be publicly accessible through the internet and may be crawled and indexed by search engines.
6. You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in points 4 and 5, but not otherwise. To the extent the foregoing is not enforceable under applicable law, you grant Dhiwise the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Dhiwise Websites and provide the Services.
7. Dhiwise provides you the ability to store all or part of Your Content on the Server*. This storage functionality is provided to you on an “as-is, where-is” basis, and Dhiwise does not take any responsibility for the security of such Content. If you use the storage functionality to store Your Content, you will be deemed to have accepted all the conditions in these Terms relating to such functionality.
*Server means the storage server and such other hardware and software resources of Dhiwise that are used to host and store the Services and Content. Content is shared and made available for editing, modifying or downloading entirely at the risk of your Users and you. The sharing and enabling of editing/modification rights to Your Content is entirely within the control of your Users and Dhiwise will not have any liability whatsoever to anyone associated with your Account (including your employer) if Your Content suffers loss or damage or retardation of functionality or is misappropriated pursuant to such sharing.
8. Personal Account Information
Dhiwise may collect certain data and information from you in connection with your use of the Services and otherwise in connection with these Terms.
9. Fees And Payment
Your use of the Services is subject to you paying Dhiwise the fees applicable to the Services plan selected and/or used by you (“Subscription Fee”).
DYou will pay all fees in INR ( ) per the payment terms on an Order or otherwise agreed at the time of purchase. The amount of fees payable by you shall vary depending upon the number of Users and the period for which you are authorized to Use the Services (“Subscription Term”). Payment obligations are non-cancellable and, except as expressly stated in these Terms, fees paid are non-refundable. In making payment, you acknowledge and agree that you are not relying on being able to Use the Services beyond the Subscription Term or on the availability of any future enhancements or upgrades.
If you fail to pay any fees on time, Dhiwise reserves the right, in addition to taking any other action at law or equity, to
- charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and
- suspend or terminate the applicable Services. If you add Users during a Subscription Term, such subscriptions will be billed at the then-current rate listed in the Pricing for your Services plan, and shall be co-termed through the end of the applicable Subscription Term. If you make any purchases through a reseller (“Reseller”), you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your right to Use the Services if we do not receive our corresponding payment from the Reseller.
Except as otherwise specified in an Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates set forth in the Pricing) unless you cancel auto-renewal of your subscription through your Account at least thirty (30) days prior to the end of the then-current Subscription Term. If you cancel auto-renewal, your subscription will terminate at the end of then-current billing cycle, or immediately if you so choose, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Our fees are exclusive of all taxes that are payable in respect of the Services or its Use in the jurisdiction in which the payment is either made or received (“Taxes”). To the extent that any Taxes may be payable, you must pay Dhiwise the amount of such Taxes in addition to any Subscription Fees owed by you hereunder. Any applicable tax-exempt certificates must be provided to Dhiwise, who will make reasonable efforts to provide you with such invoicing documents as may enable you to seek an applicable refund or credit for the amount of Taxes so paid from any relevant revenue authority.
When you purchase a subscription (“Purchase”), you expressly authorize Dhiwise (or our third party payment processor) to charge you the Subscription Fee (at the then-current Pricing) and Taxes, as follows:
- monthly in advance for monthly plans,
- annually in advance for annual plans, and
- for additional Users you add during an existing Subscription Term.
Subscription Fees are subject to change, although Dhiwise will notify you in advance of any such change.
Dhiwise may ask you to supply additional information relevant to your Purchase, including your credit card number and expiration date, and your billing address (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Purchase, you authorize Dhiwise to provide your Payment Information to our third party service providers so Dhiwise can complete your Purchase and to charge your payment method for the type of Purchase you have selected (plus any Taxes and other applicable charges).
By agreeing to these Terms and purchasing a subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation or termination of your subscription by you or Dhiwise. Dhiwise (or our third party payment processor) will automatically charge you in accordance with your Subscription Term (e.g., each month or year), on the calendar day corresponding to the commencement of your Subscription Term, using the Payment Information you have provided. In the event your Subscription Term begins on a day not contained in a given month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. Your subscription continues until cancelled by you or Dhiwise terminates your access to or use of the Services or the subscription in accordance with these Terms.
The default mode of payment will be by credit card, and RazorPay only and no other mediums.
You and your Users shall not:
- Use the Services for any illegal purpose or in a manner that violates any law or rights of any other person;
- Permit Use of the Services in a manner not authorized by these Terms;
- Disassemble, decompile, unlock, reverse engineer, or decode the Services in any manner or modify or create any derivative works based on the Services;
- Re-sell, grant any rights under these Terms to any third party or lease, time-share, lend or rent Services;
- Copy any features, functions or user interfaces of the Services;
- Introduce any malicious code, virus, malware, or any other material that disrupts, slows down or causes the Services to malfunction;
- Upload or generate any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, infringing of another’s rights or invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable; or
- Use the Services if you are under 13 years of age.
You may not use information from the Services (whether scraped, collected through the Dhiwise API, or obtained otherwise) for spamming purposes, including for the purposes of sending unsolicited emails to users or selling personal information, such as to recruiters, headhunters, and job boards.
Misuse of User personal information is prohibited. Any person, entity, or service collecting data from the Services must comply with the laws of India, particularly in regards to the collection of personal information. If you collect any personal information from the Services, you agree that you will only use that personal information for the purpose for which that User has authorized it. You agree that you will reasonably secure any personal information you have gathered from the Services, and you will respond promptly to complaints, removal requests, and “do not contact” requests from us or other Users.
11. Additional Features
Download of the code generated using Dhiwise Services is only permitted under the paid usage plans.
Dhiwise shall from time to time release additional features of the Services. Use of these features may be subject to payment of fees and other terms as prescribed by Dhiwise. To use such additional features in the Services, you are required to abide by such additional terms and pay Fees, as applicable.
To avail the Unlimited version users can send an email on [email protected] requesting it.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FUNCTIONALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. DHIWISE DOES NOT WARRANT THAT THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICES OR THE CONTENT WILL BE SECURE, ERROR FREE, VIRUS FREE OR UNINTERRUPTED, THAT ANY CONTENT OR STORED DATA WILL BE ACCURATE OR RELIABLE, THAT ANY CONTENT OR STORED DATA WILL NOT BE LOST OR CORRUPTED, OR THAT IT WILL BE ABLE TO RECTIFY/REMEDY ANY ERRORS OR DEFECT.
YOU HAVE CHOSEN TO USE THE SERVICES AND CONTENT ON YOUR OWN VOLITION AND DHIWISE BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES OR CONTENT. DHIWISE WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR COMPUTER OR THE SERVER, DUE TO USE OF THE SERVICES OR CONTENT.
DHIWISE HAS NO CONTROL OVER THE CONTENT USED, UPLOADED OR GENERATED BY YOU IN YOUR USE OF THE SERVICES. DHIWISE UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT USED, UPLOADED OR GENERATED BY YOUR USE OF THE SERVICES. DHIWISE HAS NO CONTROL OVER THE USE THAT ANY THIRD PARTY MAY PUT TO ANY CONTENT THAT IS SHARED BY YOU ON THE SERVICES. DHIWISE ASSUMES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY THIRD PARTY MAY SUFFER DUE TO ANY CONTENT USED OR SHARED BY YOU USING THE SERVICES.
DHIWISE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE DHIWISE’S REASONABLE CONTROL.
13. Limitations Of Remedies And Damages
YOU EXPRESSLY UNDERSTAND AND AGREE THAT DHIWISE, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT, OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR CONTENT, WHETHER OR NOT DHIWISE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. EXCEPT IN CASE OF YOUR VIOLATION OF THE RESTRICTIONS IN SECTION 8, NEITHER PARTY’S LIABILITY TO THE OTHER SHALL EXCEED THE FEES PAID BY YOU TO DHIWISE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DHIWISE’S LIABILITY TO YOU FOR SERVICES THAT ARE FREE OF CHARGE SHALL NOT EXCEED INR 3500 (i.e. the current value of the plan/services offered).
14. Confidential Information
During the course of such Services, User may be exposed to confidential and proprietary information including but not limited to products, processes, technologies, innovative concepts, customer information, processing capabilities, and information which may be of a personal nature and other valuable personal identity information designated as confidential expressly or by the circumstances in which it is provided (collectively “Confidential Information”).
Confidential Information does not include:
- Information already known or independently developed by the recipient;
- Information in the public domain through no wrongful act of the recipient, or
- Information received by the recipient from a third party who was free to disclose it;
- Information disclosed to a third party by the owner without restriction.
It is agreed that Confidential Information shall not be revealed or disclosed to any third party at any time, except as may be authorized in writing by an officer or authorized representative of the party that is the proprietary owner of the Confidential Information, or when such disclosure is required by law, subject to the receiving Party giving prior notice to Company to allow it to seek protective or other court orders. Each party receiving Confidential Information hereby agrees that it shall not use, commercialize or disclose such Confidential Information to any person or entity, except to the individuals having a “need to know” (and who are themselves bound by similar nondisclosure restrictions).
In the event that the Receiving Party or its Agents become legally compelled to disclose any of the Confidential Information, the Receiving Party shall use its best efforts to promptly notify Company and provide reasonable cooperation to Company in connection with its efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances.
Both parties acknowledge and agree that the unauthorized disclosure of Company’ Confidential Information could cause harm and significant injury to the Company, which may be difficult to ascertain. Company makes no warranty or representation as to the accuracy or completeness of any information provided to the Receiving Party hereunder; provided that neither party shall knowingly provide any false or misleading information to the other. Upon termination of this Agreement or at the request of Company, the Receiving Party shall immediately return all Confidential Information and copies thereof, or if directed by Company, shall immediately destroy all copies of such, and shall furnish proof of their destruction to Company.
Protection of Trade Secrets: Without the prior written consent of Company, User shall not directly or indirectly disclose or use at any time, either during or subsequent to User’s arrangement with Company, any trade secrets, know-how, or any other secret or confidential information, knowledge or data of Company (“Confidential Information”). Such Confidential Information shall include, but not be limited to, customer and supplier lists, product designs, engineering drawings, and computer programs. Upon termination of this Agreement, or any time prior thereto upon request of Company, User shall promptly return all property and all Confidential Information which are in User’s possession or under User’s control, including all materials which incorporate such Confidential Information.
15. Indemnity And Liability
1. Indemnification by Dhiwise
Dhiwise will defend you from any claim made by a third party that the Services infringe or misappropriate any copyright, trade secret, United States patent, or trademark right of that third party (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by Dhiwise (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you:
- prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice);
- reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim and all relevant evidence in your possession, custody or control; and
- the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim, provided that we will not settle any Claim unless the settlement unconditionally releases you of all liability. If your use of the Services is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion:
- procure a license for your continued use of the Services in accordance with these Terms;
- substitute a substantially functionally similar Service; or
- terminate your right to continue using the Services and refund any prepaid, unused Subscription Fees applicable to the remaining portion of your Subscription Term. Dhiwise’s indemnification obligations above do not apply:
- to any Services provided to you free of charge,
- if the Services are modified by any party other than Dhiwise, but solely to the extent the alleged infringement is caused by such modification;
- if the Services are used in combination with any non-Dhiwise product, software or equipment, but solely to the extent the alleged infringement is caused by such combination;
- to unauthorized use of the Services;
- to any Content or any Claim arising as a result of Content; or
- if you settle or make any admissions with respect to a Claim without Dhiwise’s prior written consent.
2. Indemnification by You
You will defend Dhiwise from any claim made by a third party in connection with any Content uploaded or generated by you or your Users in your Use of the Services, and you will indemnify and hold Dhiwise harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by you (including reasonable attorneys’ fees) arising out of such a claim, provided that you have received from us:
- Prompt written notice of the claim (but in any event notice in sufficient time for you to respond without prejudice);
- Reasonable assistance in the defense and investigation of the claim, including providing you a copy of the claim and all relevant evidence in our possession, custody or control (at your request and expense); and
- The exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim, provided that you may not settle any claim unless the settlement unconditionally releases Dhiwise of all liability.
16. Termination And Take-down
All subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates set forth in the Pricing) unless you cancel auto-renewal of your subscription through your Account at least thirty (30) days prior to the end of the then-current Subscription Term. If you cancel auto-renewal, your subscription will terminate at the end of then-current billing cycle, or immediately if you so choose, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Dhiwise will not terminate these Terms except as set out in this section below. Should you wish to terminate these Terms, you are required to send an email with the subject line “Services Termination” to [email protected] and specifically mention the Services you are using and wish to terminate.
Dhiwise has the right to terminate these Terms, if
- you have breached any term in these Terms,
- it is required to do so under law, or
- Dhiwise decides to discontinue the Services.
If Dhiwise receives a take-down request for any of Your Content, it shall take reasonable steps to determine the basis for such notice. If Dhiwise concludes that it is legally obligated to comply with such request or that it is appropriate for Dhiwise to comply with such request, it may, in its sole and absolute discretion, remove such Content as set out in the policies on the Legal portion of www.dhiwise.com. You will not be entitled to challenge Dhiwise’s determination in this regard and Dhiwise will not have any liability to you as result of taking down Content in accordance with this Section.
17. Refund And Return Policy
Payment obligations are non-cancellable and, except as expressly stated in these Terms, fees paid are non-refundable. In making payment, you acknowledge and agree that you are not relying on being able to Use the Services beyond the Subscription Term or on the availability of any future enhancements or upgrades.
If you fail to pay any fees on time, Dhiwise reserves the right, in addition to taking any other action at law or equity, to suspend or terminate the applicable Services. If you add Users during a Subscription Term, such subscriptions will be billed at the then-current rate listed in the Pricing for your Services plan, and shall be co-termed through the end of the applicable Subscription Term.. If you make any purchases through a reseller (“Reseller”), you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your right to Use the Services if we do not receive our corresponding payment from the Reseller.
18. Force Majeure
Neither party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, strikes, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion shall be extended by a period of time reasonably necessary to overcome the effect of any such delay.
The parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement shall be unaffected.
Dhiwise may unilaterally amend these terms, or any exhibit, schedule, or appendix of this agreement, by publishing the change on the website as well as notifying Users in form of a Pop-Up 1 month prior to such change coming into effect.
21. Governing Law And Dispute Resolution
This Agreement shall be construed and enforced in accordance with the applicable laws of India without reference to that body of law governing conflicts of law. The High Court of judicature at Ahmedabad alone shall have the jurisdiction to resolve any dispute arising out of these Terms or the use of the Services.
Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope operation or effect of this contract or the validity or the breach thereof shall be settled by arbitration in accordance with the Rules of Arbitration of the Indian Council of Arbitration and the award made in pursuance thereof shall be binding on the parties.