THESE Terms of Service (the “Terms”) govern access to and/or use of
THESE Terms constitute a binding agreement between DhiWise Pvt Ltd, a private limited company incorporated in India (“DhiWise”, “we” or “us”); and
Website Visitors, Customers and DhiWise are each a “Party” and collectively the “Parties”.
DhiWise is a cloud hosted, programming lifecycle automation platform. Customers can use our platform to-
All the above services are collectively called “DhiWise Services”. DhiWise Services shall also include a) the service or providing any corresponding APIs, documentation or software that may be made available by us in connection with such service; b) any onboarding assistance provided; and c) subsequent enhancements, updates and bug fixes to the foregoing made generally available by us.
“Account-Related Information” means contact information and biographical information about Website Visitor, Customer and/or Customer’s representatives used to access Website or DhiWise Services.
“Customer Content” means (i) data or information or content of Customer and Website Visitor to which we have access; and (ii) any data or information or content Customer or Website Visitor submits to us, or we generate for Customer in connection with the use of the DhiWise Services (not including Account-Related Information).
“Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).
“Documentation” means the technical user documentation provided on Website or within DhiWise Services.
“Laws” means all applicable local, state, federal, foreign, and international laws, regulations, and conventions, including, without limitation, those related to data privacy and data disclosure, data security, international communications, and cross-border data transfers.
“Permitted Users” means Website Visitors, you and your employees, contractors, and Affiliates to whom the access to Website and/or use of DhiWise Services is permitted. You may permit individuals serving as its independent contractors and consultants who are not our competitors (“Contractors”) and individual employees, Contractors, or consultants of Affiliates to serve as Permitted Users, provided you remain responsible for compliance by each such Permitted User with the Terms. “Affiliate” means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or otherwise.
“Personal Information” means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s license number, government identification card number, passport number, or other similar identifiers; or (ii) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy or data security Law.
Currently, DhiWise is in beta and can be used for free trial with full acess till the time paid plans are launched.
Website and DhiWise Services contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Website and DhiWise Services. You acknowledge that the Website and DhiWise Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of ours and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Website and DhiWise Services, shall, as between you and us, at all times be and remain the sole and exclusive property of ours. You acknowledge that you are obtaining only a limited right to use the Website and/or DhiWise Services and that irrespective of any use of the words “purchase”, “sale” or like terms in the Terms no ownership rights are being conveyed to you. Further, you acknowledge that the DhiWise Services are offered as an on-line, hosted solution, and that you have no right to obtain a copy of it.
As between the parties, you will retain all right, title and interest (including any and all Intellectual Property Rights) that you may have in and to the Customer Content as submitted to, generated by, or accessed through the DhiWise Services. Subject to the Terms, you hereby grant to us a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of and display the Customer Content solely to the extent necessary to provide the DhiWise Services. You will ensure that use of DhiWise Services and your collection, usage, storage, transmission, and disclosure to us of all Customer Content are at all times in compliance with your privacy policies and all applicable Laws. You are solely responsible for the accuracy and legality of all Customer Content. You represent and warrant to us that you have all necessary rights, consents, and permissions to collect, use, store, transmit, disclose to us, of all Customer Content as contemplated the Terms, and that no Customer Content will violate or infringe (i) any third-party Intellectual Property, publicity, privacy, or other rights or (ii) any Laws.
You may, from time to time, submit comments, questions, suggestions, or other feedback relating to Website or any DhiWise Services to us (“Feedback”). We may use such Feedback in connection with any of its products or services without the need to pay compensation for any use of such Feedback. We treat all Feedback as non-confidential and non-proprietary.
Currently, DhiWise is in beta and free for all the users.
You may terminate your Account at any time upon at least thirty (30) days’ advance written notice to us by sending us an email at firstname.lastname@example.org. We will not terminate your Account for convenience.
Either party may terminate these Terms if the other party (a) fails to cure any material breach of the Terms (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).
Currently, DhiWise is in beta and free for all the users.
Upon any expiration or termination, you will immediately cease any and all use of and access to all DhiWise Services and delete (or, at our request, return) any and all copies of the Documentation, any passwords or access codes and our CI in its possession. You acknowledge that following termination you will have no further access to any Customer Content and that we may delete any such data at any time as per their policies. Unless termination is under Section 6.3, any Fees accrued but not paid for the Subscription Term (including for unexpired period of the Subscription Term) shall become immediately due and payable upon termination.
Each party represents and warrants that it has the legal power to and authority to enter into these Terms.
We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, trojan horses, or similar harmful materials into DhiWise Services (but we are not responsible for harmful materials submitted by you or Permitted Users) (“Performance Warranty”). We will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of your data, Customer Content and Personal Information.
We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Terms. In such case, you will receive a refund of any fees you have pre-paid. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services, or equipment or (iii) to Free Trials or Free Subscription Plans. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section.
DHIWISE SERVICES IS PROVIDED “AS IS” AND ‘AS AVAILABLE” BASIS. NEITHER WE NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND LICENSORS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF DHIWISE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU UNDERSTAND THAT USE OF THE CLOUD PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERANT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS BUT, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY THE LAW.
You will indemnify, defend, and hold harmless us, our affiliates, officers, directors, and employees from and against any and all Claims arising out of or in connection with any claim arising from or relating to any Customer Content or your acts or omissions that constitute a breach of Terms or applicable laws.
We will defend you, your affiliates, officers, directors, and employees, from any third-party claim alleging that your use of DhiWise Services infringes such third party’s patent, copyright and/or trademark (“IP Claim”) and will indemnify and hold harmless you and your affiliates, officers, directors, and employees from and against any damages and costs awarded against you (including reasonable attorney’s fees) resulting from such IP claims. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of DhiWise Services; (ii) modification of DhiWise Services by anyone other than us or our representatives; or (iii) the combination, operation or use of DhiWise Services with other data, hardware or software not provided or supported by us. If your use of DhiWise Services results in an IP Claim, we may at our own option and expense (a) procure for you the right to continue using DhiWise Services; (b) replace or modify them to make them non-infringing; or (c) if option (a) or (b) are not commercially feasible as determined by us, then either party may terminate these Terms and the same shall be treated as Termination for Cause as per Section 7.3. The sections above state our entire liability and your exclusive remedy with respect to IP Claims.
The above indemnification obligations are subject to the indemnified party: (i) getting promptly notified by the indemnifying party in writing of the claim, (ii) allowed by the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, providing all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 9 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying
9.1. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
9.2. EXCEPT FOR GROSS NEGLIGENCE, WILLLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED OR PAYABLE TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM (“GENERAL LIABILITY CAP”). IN THE CASE OF IP CLAIMS AND DATA CLAIMS (CLAIMS ARISING OUT OF BREACH OF CONFIDENTIALITY AND DATA PROTECTION OBLIGATIONS), OUR AND OUR AFFILIATES’ TOTAL LIABILITY FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED 2 TIMES (2X) THE GENERAL LIABILITY CAP (“IP LIABILITY CAP”).
9.3. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND IP LIABILITY CAP. SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP.
9.4. THE PARTIES AGREE THAT THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.1. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms. No supplement, modification, or amendment of these Terms will be binding, unless executed in writing by a duly authorized representative of each party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by you will supersede the terms and conditions of these Terms.
10.2. The unenforceability of any provision or provisions of these Terms shall not render unenforceable or impair its remainder. If any provision of these Terms is deemed invalid or unenforceable in whole or in part, these Terms shall be deemed amended to delete or modify, as necessary, the offending provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.
10.3. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized will be null and void.
10.4. These Terms will be governed by the laws of the Republic of India with courts located in the city of Surat, India having exclusive jurisdiction over any disputes arising out of these Terms. The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys’ fees and costs incurred.
10.5. While the parties may communicate by any means in the performance of these Terms, any notice of termination or other legal notice to a party shall be effective only if it is in writing and sent using (a) DhiWise Services; (b) nationally-known courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt or (c) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Such notices can be sent at the address set forth in the Account or to legal@DhiWise.ai. Email notices are effective only if the sender receives confirmation of receipt from the recipient.
10.6. The following Sections will survive any expiration or termination of these Terms: 2.1 (Access and usage), 2.2 (Trial Access), 3 (Confidentiality), 4 (Intellectual Property), 5.2 (Payment terms), 6 (Term and termination), 7 (Warranties and disclaimers), 8 (Indemnification), 9 (Limitation of liability), and 10 (General Terms).
10.7. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay money) if the delay or failure is directly attributable to unforeseen events that occur after these Terms becoming effective and that are beyond the reasonable control of such party (each, a “Force Majeure Event”), such as a strike, blockade, war, pandemic, act of terrorism, riot, natural disaster, failure or diminishment of power or data or telecommunications networks or services.
10.8. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf.
10.9. We may use your name and logo on our website and other marketing materials solely to identify you as a customer (without disclosing CI).