"Agreement" means these Customer Terms of Service and all materials
referred or linked to in here. If you are keeping track, the Customer Terms of Service
used to be called the Terms of Use.
“Paid Users” means those types of Users (defined below) for which we charge you fees as
set forth in our Product and Services Catalog.
"Billing Period" means the period for which you agree to prepay fees under an Order
Form, which will be the same as or shorter than the Subscription Term. For example, if
you subscribe to the Subscription Service for a one (1) year Subscription Term, with a
twelve (12) month upfront payment, the Billing Period will be twelve (12)
months.
"Communication Services" means third-party forums, online communities, blogs, personal
web pages, calendars, and/or other social media communication facilities (such as
Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable
you to communicate with the public or with a private group.
“Confidential Information” means all information provided by you or us ("Discloser") to
the other (“Receiver”), whether orally or in writing that is designated as confidential.
Confidential Information will include Customer Data and information about the
Discloser’s business plans, technical data, and the terms of the Order. Confidential
Information does not include any information that (i) is or becomes generally known to
the public without breach of any obligation owed to the Discloser or (ii) was known to
the Receiver before receipt from the Discloser.
"Contact" means a single individual (other than a User) whose Contact Information is
stored by you in the Subscription Service.
"Contact Information" means the name, email address, online user name(s), telephone
number, and similar information submitted by visitors to your landing pages on the
Subscription Service or uploaded by you to the Subscription Service.
"Consulting Services" means the professional services provided to you by us, which may
include training services, installation, integration or other consulting
services.
“Crowdsourced Data” means the information you submit to us (if you use our CRM) to
update the data in certain properties in our company database. Crowdsourced Data will
not be considered Customer Data or Confidential Information for purposes of this
Agreement.
"Customer Data" means all information that you submit or collect via the Subscription
Service. Customer Data does not include Enrichment Data.
"Customer Materials" means all materials that you provide or post, upload, input or
submit for public display through the Subscription Service.
"Email Send Limit" means the number of emails that you may send in any given calendar
month / subscription period. For our Full Service Marketing Products this limit depends
on your subscription.
“Enrichment Data” means the data we make available to you as part of the Subscription
Service and Crowdsourced Data. Enrichment Data also includes information about Contacts,
such as social media handles, avatars, and alternate email address, that we obtain from
public or third party sources.
“Free Services” means the Subscription Service or other products or features made
available by us to you on an unpaid trial or free basis.
"dovyo CRM Content" means all information, data, text, messages, software, sound, music,
video, photographs, graphics, images, and tags that we incorporate into the Subscription
Service or Consulting Services, including Enrichment Data.
"Maximum Contacts" means the maximum number of Contacts you are permitted to use with
the Subscription Service as identified in your Order Form, plus any Contacts added as
part of an upgrade.
"Order" or "Order Form" means the dovyo CRM-approved form or online subscription process
by which you agree to subscribe to the Subscription Service and purchase Consulting
Services. Most Orders are completed through our online payment process or via in-app
purchase. The Order may be referred to as a "Statement of Work" if you are purchasing
only Consulting Services.
“Product and Services Catalog” means dovyo CRM’s Product and Services Catalog available
at https://vyocrm.com, as updated by us from time-to-time.
"Sensitive Information" means (a) credit or debit card numbers; personal financial
account information; Aadhar Number or local equivalents; passport numbers; driver’s
license numbers or similar identifiers; passwords; racial or ethnic origin; physical or
mental health condition or information; or other employment, financial or health
information, including any information subject to the Health Insurance Portability and
Accountability Act, the Payment Card Industry Data Security Standards, and other
regulations, laws or industry standards designed to protect similar information; and (b)
any information defined under Indian data protection laws as ‘Sensitive Personal
Data’.
"Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Service" means all of our web-based inbound marketing and sales
applications, tools and platforms that you have subscribed to by an Order Form or that
we otherwise make available to you, and are developed, operated, and maintained by us,
accessible via https://vyocrm.com or another designated URL / Mobile applications, and
any ancillary products and services, including website hosting, that we provide to
you.
"Subscription Term" means the initial term of your subscription to the applicable
Subscription Service, as specified on your Order Form(s), and each subsequent renewal
term (if any). For Free Services, the Subscription Term will be the period during which
you have an account to access the Free Services.
"Third-Party Products" means non-embedded products and professional services that are
provided by third parties which interoperate with or are used in connection with the
Subscription Service. These products and services include non-dovyo CRM apps available
from, for example, the following: our integrations products page, partner directory,
template marketplace, links made available through the Subscription Service and
non-dovyo CRM services listed on services. vyocrm.com.
"Third-Party Sites" means third-party websites linked to from within the Subscription
Service, including Communications Services.
"Users" means your employees, representatives, consultants, contractors or agents who
are authorized to use the Subscription Service for your benefit and have unique user
identifications and passwords for the Subscription Service.
"DOVYOCRM", "we", "us" or “our” means the applicable contracting entity as specified in
the ‘Contracting Entity and Applicable Law’ section.
"You", "your" or “Customer” means the person or entity using the Subscription Service or
receiving the Consulting Services and identified in the applicable account record,
billing statement, online subscription process, or Order Form as the customer.
1. Access. During the Subscription Term, we will provide you access to use the
Subscription Service as described in this Agreement and the applicable Order. We may
also provide you access to use our Free Services at any time by activating them in your
dovyo CRM account. We might provide some or all elements of the Subscription Service
through third party service providers.
2. Additional Features. You may subscribe to additional features of the Subscription
Service by placing an additional Order or activating the additional features from within
your dovyo CRM account (if this option is made available by us.). This Agreement will
apply to all additional Order(s) and all additional features that you activate from
within your dovyo CRM account.
3. Availability. We try to make the Subscription Service available 24 hours a day, 7
days a week, except for planned down-time for maintenance.
4. Fees and Payments
a. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term
unless you: (i) exceed your Maximum Contacts, Email Send Limit, User or other applicable
limits (see the ‘Limits’ section below), (ii) upgrade products or base packages, (iii)
subscribe to additional features or products, including additional Contacts, or (iv)
unless otherwise agreed to in the Order. For our products that have applicable User
limits, you will be charged fees associated with all Paid Users. This subscription fee
also applicable for dovyo CRM marketplace products / services.
b. Fee Adjustments in Next Billing Period. We determine the Contact tier for the next
Billing Period by reviewing the number of Contacts in your account. We complete this
review between forty (40) and twenty-five (25) days before the start of your next
Billing Period. If the number of Contacts in your account exceed your Maximum Contacts
when we complete this review, then your Subscription Fee will increase at the beginning
of the next Billing Period up to the tier price which corresponds with the reviewed
number of Contacts.
We allow you to reasonably manage the number of Contacts during the course of a Billing
Period and will not count Contacts removed before our review, unless these Contacts are
temporarily removed to avoid a fee increase. If Contacts are temporarily removed to
avoid a fee increase, we may consider the maximum number of Contacts from the reviewed
Billing Period for the purposes of determining your Contact tier. This review and
upgrade process will continue for each Billing Period during the Subscription
Term.
c. Fee Adjustments During a Billing Period. The Subscription Fee will increase during a
Billing Period up to the corresponding base package and tier price (as set forth in our
Product and Services Catalog) if you exceed the subdomains limit, add Paid Users, exceed
other applicable limits (except as set forth in the ‘Fee Adjustments in Next Billing
Period’ section), change products or subscribe to additional features for use during the
Billing Period. We may choose to decrease your fees upon written notice to you.
d. Fee Adjustments at Renewal. For our products/services, upon renewal, your
subscription will be adjusted to match the number of Users actually assigned at the end
of your then-current Subscription Term, provided that, if you purchased a product with
included Users, then you’ll continue to have those Users included even if they are not
assigned. For more detail on renewal pricing, see the ‘Term and Renewal’ section
below.
e. Payment by Payment Gateway. If you are paying by credit card / Debit card / Internet
banking or any available mode during payment, you authorize us to charge your credit
card or bank account for all fees payable during the Subscription Term. You further
authorize us to use a third party to process payments, and consent to the disclosure of
your payment information to such third party.
f. Invoice against payment. If you are paying by proposal/estimate/cart/proforma
invoice, we will invoice you no more than forty-five (45) days before the beginning of
the Subscription Term and each subsequent Billing Period, and other times during the
Subscription Term when fees are payable. All amounts invoiced are due and payable within
five (5) days from the date of the invoice, unless otherwise specified in the Order
Form. If not paid in permitted due date then invoice will be cancelled automatically.
Upon successful payment for the chosen subscription you will receive an invoice.
g. Payment Information. You will keep your contact information, billing information and
credit card information (where applicable) up to date. Changes may be made on your
Billing Page within your dovyo CRM account. All payment obligations are non-cancellable
and all amounts paid are non-refundable, except as specifically provided for in this
Agreement. All fees are due and payable in advance throughout the Subscription Term. If
you are a dovyo CRM Agency Partner that purchases on behalf of a client, you agree to be
responsible for the Order Form and to guarantee payment of all fees.
h. Taxes. All fees are exclusive of taxes, which we will charge as applicable. You agree
to pay any taxes applicable to your use of the Subscription Service and performance of
Consulting Services. You shall have no liability for any taxes based upon our gross
revenues or net income. If you are subject to GST, all fees are exclusive of GST. If you
are required to deduct or withhold any tax, you must pay the amount deducted or withheld
as required by law and pay us an additional amount so that we receive payment in full as
if there were no deduction or withholding.
1. Subscription Types. There are different terms that apply depending on the subscription
you purchase, and we cover those differences in this section. Unless otherwise agreed to
in an Order, the following subscription types apply to the products specified:
(1) Full-Service Subscriptions:
(2) Limited Service Subscriptions:
(3) Free Subscriptions: dovyo CRM and all other products for which you do not pay us a
Subscription Fee that we do not otherwise name in this ‘Subscription Types’
section.
2. Limits. The limits that apply to you will be specified in your Order Form, this
Agreement or in our Product and Services Catalog, and for our Free Subscriptions, these
limits may also be designated only from within the product itself. You must be 18 years
of age (or 20 years of age, if you are subject to the laws of Japan) or older to use the
Subscription Service.
For our Full-Service Subscriptions, if we make modifications to the limits set forth in
the Product and Services Catalog that would negatively impact you, these modifications
will not apply to you until the start of your next renewal Subscription Term. On
renewal, the current product usage limits in our Product and Services Catalog will apply
to your subscription, unless you and we otherwise agree.
For our Limited Service Subscriptions, we may change the limits that apply to you at any
time in our sole discretion.
For our Free Subscriptions, we may change the limits that apply to your use at any time
in our sole discretion without notice to you, regardless of whether or not these are
used in conjunction with other products or services for which you pay us a fee.
3. Downgrades. For our Full-Service Subscriptions, you may downgrade your subscription
and in order to avoid additional charges or data loss, you should purchase the
appropriate tier of Subscription Service for your anticipated needs and take care of
data as required. For any instances of loss of data in an event of downgrade, dovyo CRM
will not be responsible or liable in any manner whatsoever. For our Limited Service
Subscriptions, you may downgrade your subscription at the start of your next renewal
Subscription Term, as specified in the ‘Fee Adjustments at Renewal’ section
above.
4. Modifications. We modify the Subscription Service from time to time, including by
adding or deleting features and functions, in an effort to improve your
experience.
For our Full-Service Subscriptions, we will not make changes to the Subscription Service
that materially reduce the functionality provided to you during the Subscription
Term.
For our Limited Service Subscriptions and Free Subscriptions, we may make changes that
materially reduce the functionality provided to you during the Subscription
Term.
5. Customer Support. If you pay us a Subscription Fee, phone, email and in-app support
is included at no additional cost. Phone support for these Subscriptions is available
from 9 AM Monday to 8PM Friday IST (Indian Standard Time), with reduced hours during
holidays in India. We accept email and in-app support questions 24 Hours per Day x 5
Days per Week.. Email and in-app responses are provided during phone support hours only.
We attempt to respond to email and in-app support questions within two business days; in
practice, our responses are generally even faster. We do not promise or guarantee any
specific response time.
6. Notice of Non-Renewal. Your subscription will automatically renew according to the
‘Term and Renewal’ section above.
Unless otherwise specified in your Order, to prevent renewal of a Full-Service
Subscription, you or we must give written notice of non-renewal and this written notice
must be received no less than ten (10) days in advance of the end of the Subscription
Term. If you decide not to renew, you may send the notice of non-renewal by email to
sales@vyocrm.com.
Unless otherwise specified in your Order, to prevent renewal of a Limited Service
Subscription, you or we must give written notice of non-renewal and this written notice
must be received before the next renewal period begins. If you decide not to renew, you
may send this non-renewal notice to us by indicating that you do not want to renew by
turning auto-renew off by accessing the billing details information in your dovyo CRM
account, or by following the relevant steps, as applicable.
To prevent continuation of the Subscription Term of a Free Subscription, you or we may
close your account.
7. Retrieval of Customer Data. For our Full-Service Subscriptions, as long as you have
paid all fees owed to us, if you make a written request within thirty (30) days after
termination or expiration of your subscription, we will provide you with temporary
access to the Subscription Service to retrieve, or we will provide you with copies of,
all Customer Data then in our possession or control. If we provide you with temporary
access to the account, we may charge a reactivation fee. We may withhold access to
Customer Data until you pay any fees owed to us. Ten (10) days after termination or
expiration of your Subscription, we will have no obligation to maintain or provide you
the Customer Data and may, unless legally prohibited, delete all Customer Data in our
systems or otherwise in our control.
For our Limited Service and Free Subscriptions, we will not provide you with any access
to Customer Data after termination or expiration of your subscription.
1. Customer Data
a. Limits on dovyo CRM. We will not use, or allow anyone else to use, Customer Data to
contact any individual or company except as you direct or otherwise permit. We will use
Customer Data only in order to provide the Subscription Service and Consulting Services
to you and only as permitted by applicable law, this Agreement, and our Privacy Policy.
If you have engaged with a partner of ours that participates in our Agency Partner
Program, we may monitor your partner’s activity within your dovyo CRM account and make
information related to your subscription available to your partner for the purposes of
managing and improving the dovyo CRM Agency Partner Program. We will not use Contact
Information for our own marketing purposes.
b. Aggregate Data. We may monitor use of the Subscription Service by all of our
customers and use the data gathered in an aggregate and anonymous manner. You agree that
we may use and publish such information, provided that such information does not
incorporate any Customer Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and
technical safeguards to protect Customer Data. You consent to the processing of Customer
Data in the India.
2. dovyo CRM’s Proprietary Rights.
This is an Agreement for access to and use of the Subscription Service, and you are not
granted a license to any software by this Agreement. The Subscription Service and
Consulting Services are protected by intellectual property laws, they belong to and are
the property of us or our licensors (if any), and we retain all ownership rights to
them. You agree not to copy, rent, lease, sell, distribute, or create derivative works
based on the dovyo CRM Content, the Subscription Service, or the Consulting Services in
whole or in part, by any means, except as expressly authorized in writing by us. Our
trademarks (which we may update at any time without notice to you) and you may not use
any of these without our prior written permission.
If we make Enrichment Data available to you, then you may only use that Enrichment Data
in connection with your use of the Subscription Service (unless, of course, you have a
source other than the Subscription Service for such Enrichment Data.) Enrichment Data
may be made available to you based on Customer Data, but we will not use your Customer
Data to enrich data for other parties. The Enrichment Data we provide may be provided
from or through third party service providers or public sources.
We encourage all customers to comment on the Subscription Service or Consulting
Services, provide suggestions for improving it, and vote on suggestions they like. You
agree that all such comments and suggestions will be non-confidential and that we own
all rights to use and incorporate them into the Subscription Service or Consulting
Services, without payment or attribution to you.
3. Customer’s Proprietary Rights.
As between the parties, you own and retain all rights to the Customer Materials and
Customer Data. This Agreement does not grant us any ownership rights to Customer
Materials or Customer Data. You grant permission to us and our licensors to use the
Customer Materials and Customer Data only as necessary to provide the Subscription
Service and Consulting Services to you and as permitted by this Agreement. If you are
using the Subscription Service or receiving Consulting Services on behalf of another
party, then you represent and warrant that you have all sufficient and necessary rights
and permissions to do so.
4. Confidentiality.
The Receiver will: (i) protect the confidentiality of the Confidential Information using
the same degree of care that it uses with its own confidential information of similar
nature, but with no less than reasonable care, (ii) not use any Confidential Information
for any purpose outside the scope of this Agreement, (iii) not disclose Confidential
Information to any third party (except our third party service providers), and (iv)
limit access to Confidential Information to its employees, contractors, advisors and
agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information
if required to do so under any federal, state, or local law, statute, rule or
regulation, subpoena or legal process.
5. Publicity.
You grant us the right to add your name and company logo to our customer list and
website.
6. Indemnification.
You will indemnify, defend and hold us harmless, at your expense, against any
third-party claim, suit, action, or proceeding (each, an "Action") brought against us
(and our officers, directors, employees, agents, service providers, licensors, and
affiliates) by a third party not affiliated with us to the extent that such Action is
based upon or arises out of (a) unauthorized or illegal use of the Subscription Service
by you, (b) your noncompliance with or breach of this Agreement, (c) your use of
Third-Party Products, or (d) the unauthorized use of the Subscription Service by any
other person using your User information. We will: notify you in writing within thirty
(30) days of our becoming aware of any such claim; give you sole control of the defense
or settlement of such a claim; and provide you (at your expense) with any and all
information and assistance reasonably requested by you to handle the defense or
settlement of the claim. You shall not accept any settlement that (i) imposes an
obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not
covered by these indemnifications or places restrictions on us without our prior written
consent.
7. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR
WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR
ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE,
dovyo CRM CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING
INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE
SUBSCRIPTION SERVICE, dovyo CRM CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS"
WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE
AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF
PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL
NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR
LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR
LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE
OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE
OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A
PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND INDIA RUPEE OR THE TOTAL AMOUNTS
YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING
THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO
YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE
ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN
OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED INDIA RUPEE.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS
THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS
AGREEMENT.
e. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO
THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO
YOU.
8. Miscellaneous
a. Amendment; No Waiver. We may update and change any part or all of these Customer
Terms of Service, including the fees and charges associated with the use of the
Subscription Service (but, your fees and charges won’t change during the Subscription
Term except as we explain in the ‘Fees and Payments’ section above.) If we update or
change these Customer Terms of Service, the updated Customer Terms of Service will be
posted at https://vyocrm.com/legal and we will let you know via email or in-app
notification. The updated Customer Terms of Service will become effective and binding on
the next business day after it is posted. When we change these Customer Terms of
Service, the "Last Modified" date above will be updated to reflect the date of the most
recent version. For the Product Disclosures page, if we make updates or changes we will
provide notice of those changes at our discretion. The updated Product Disclosures page
will be effective upon posting. We encourage you to review these Customer Terms of
Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must
notify us in writing within thirty (30) days after receiving notice of modification. If
you give us this notice, your subscription will continue to be governed by the terms and
conditions of the Customer Terms of Service prior to modification for the remainder of
your current term. Upon renewal, the Customer Terms of Service published by us on our
website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such
right or remedy or any other right or remedy. A waiver on one occasion will not be a
waiver of any right or remedy on any future occasion.
b. Force Majeure. Neither party will be responsible for failure or delay of performance
if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet,
or telecommunication outage that is not caused by the obligated party; government
restrictions; or other event outside the reasonable control of the obligated party. Each
party will use reasonable efforts to mitigate the effect of a force majeure
event.
c. Actions Permitted. Except for actions for non-payment or breach of a party’s
proprietary rights, no action, regardless of form, arising out of or relating to this
Agreement may be brought by either party more than one (1) year after the cause of
action has accrued.
d. Relationship of the Parties. You and we agree that no joint venture, partnership,
employment, or agency relationship exists between us.
e. Compliance with Laws. We will comply with all India Judicial and Non Judicial laws
(where applicable) in our provision of the Subscription Service, the Consulting Services
and our processing of Customer Data. We reserve the right at all times to disclose any
information as necessary to satisfy any law, regulation, legal process or governmental
request. You will comply with all laws in your use of the Subscription Service and
Consulting Services, including any applicable export laws. You must comply with all
applicable laws related to the recording of phone calls and ensure all proper consent to
record is obtained prior to making any such recording. You will not directly or
indirectly export, re-export, or transfer the Subscription Service or Consulting
Services to prohibited countries or individuals or permit use of the Subscription
Service or Consulting Services by prohibited countries or individuals.
f. Severability. If any part of this Agreement or an Order Form is determined to be
invalid or unenforceable by applicable law, then the invalid or unenforceable provision
will be deemed superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of this Agreement will continue
in effect.
g. Notices. Notice will be sent to the contact address set forth herein, and will be
deemed delivered as of the date of actual receipt.
We may give electronic notices by general notice via the Subscription Service and may
give electronic notices specific to you by email to
your e-mail address(es) on
record in our account information for you or through the notifications centre of the
Subscription Service. We may give notice to you by telephone calls to the telephone
numbers on record in our account information for you. You must keep all of your account
information current.
h. Entire Agreement. This Agreement (including each Order), along with our Privacy
Policy and AUP, is the entire agreement between us for the Subscription Service and
Consulting Services and supersedes all other proposals and agreements, whether
electronic, oral or written, between us. We object to and reject any additional or
different terms proposed by you, including those contained in your purchase order,
acceptance or website. Our obligations are not contingent on the delivery of any future
functionality or features of the Subscription Service or dependent on any oral or
written public comments made by us regarding future functionality or features of the
Subscription Service. We might make versions of this Agreement available in languages
other than English. If we do, the English version of this Agreement will govern our
relationship and the translated version is provided for convenience only and will not be
interpreted to modify the English version of this Agreement.
i. Assignment. You will not assign or transfer this Agreement, including any assignment
or transfer by reason of merger, reorganization, sale of all or substantially all of
your assets, change of control or operation of law, without our prior written consent,
which will not be unreasonably withheld. We may assign this Agreement to any affiliate
or in the event of merger, reorganization, sale of all or substantially all of our
assets, change of control or operation of law.
j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended to or shall confer upon any third party person or entity any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
K. Authority. Each party represents and warrants to the other that it has full power and
authority to enter into this Agreement and that it is binding upon such party and
enforceable in accordance with its terms.
L. Survival. The following sections shall survive the expiration or termination of this
Agreement: 'Definitions’, ‘Fees and Payments’, 'Prohibited and Unauthorized Use', ‘No
Early Termination; No Refunds’, ‘Termination for Cause’, ‘Suspension for Prohibited
Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and
Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Retrieval of
Customer Data’, ‘Crowdsourced Data’, ‘Alpha/Beta Services’, ‘dovyo CRM’s Proprietary
Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’,
‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and
‘Contracting Entity and Applicable Law’.
M. Precedence. In the event of a conflict between the terms of this Agreement and an
Order, the terms of the Order shall control, but only as to that Order.
1. Contracting Entity and Applicable Law. Your physical address determines which
dovyo CRM entity you are contracting with for the Subscription and Consulting
Services. For this Agreement, “located in” means your shipping or physical address.
If you are contracting with dovyo CRM. and this Agreement is governed by the laws of
India. without reference to conflicts of law principles. For contracts with dovyo
CRM, both parties consent to the exclusive jurisdiction and venue of the courts in
Trichy, Tamilnadu, India. for all disputes arising out of or relating to the use of
the Subscription Service or
2. Compliance with Laws. We will comply with all E.U. Regulations (where applicable)
in our provision of the Subscription Service, the Consulting Services and our
processing of Customer Data. We reserve the right at all times to disclose any
information as necessary to satisfy any law, regulation, legal process or
governmental request. You will comply with all laws in your use and receipt of the
Subscription Service and Consulting Services, including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls and
ensure all proper consent to record is obtained prior to making any such recording.
You will not directly or indirectly export, re-export, or transfer the Subscription
Service or Consulting Services to prohibited countries or individuals or permit use
of the Subscription Service or Consulting Services by prohibited countries or
individuals.
4. Disclaimers; Limitations of Liability. The ‘Disclaimers; Limitations of
Liability’ set forth above is replaced in its entirety with the following:
a. Disclaimer of Warranties. OUR SUBSCRIPTION SERVICE AND CONSULTING SERVICES WILL
BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS
UTILIZING REASONABLE CARE AND SKILL. WE AND OUR AFFILIATES AND AGENTS MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SUBSCRIPTION SERVICE,
DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, dovyo CRM CONTENT, OR THE
CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY,
AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA
MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, dovyo CRM CONTENT, OR THE CONSULTING
SERVICES, EXCEPT IF AGREED SEPARATELY.
APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.
OUR FREE SERVICES, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT WARRANTY OR
CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND
THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. Full Liability. We will be liable to you without limit for loss or damage you
actually suffer that is caused by: (i) our fraudulent action, (ii) our willful
action, (iii) our gross negligence, (iv) our damage to life, body or health, or (v)
our action that would give rise to a claim under the German Product Liability Act
and/or (vi) from a guarantee of characteristics. Provided however, the limitations
otherwise set forth below shall apply to: (w) our Free Services, (x) those losses or
damages caused by our slight negligence, (y) those losses or damages caused by gross
negligence of employees who are not legal representatives or senior employees, and
(z) our strict liability that may arise from material defects in the Subscription
Service that were already in existence at the commencement of your subscription. The
claims for which we will be liable to you without limit in accordance with this
section are collectively referred to as “Full Liability Claims”.
c. No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO THE EXTENT PERMITTED BY
LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS
OPPORTUNITIES.
d. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR
LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, YOUR
LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND OUR LIABILITY FOR
FULL LIABILITY CLAIMS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER
PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE
PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER
OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE
SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A
CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE
FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU
OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE
LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
e. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY
PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS
AGREEMENT.
f. EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND
LIABILITY CLAIMS SHALL BE ONE YEAR.
g. Compliance with Laws. We will comply with all E.U. Regulations (where applicable)
in our provision of the Subscription Service, the Consulting Services and our
processing of Customer Data. We reserve the right at all times to disclose any
information as necessary to satisfy any law, regulation, legal process or
governmental request. You will comply with all laws in your use and receipt of the
Subscription Service and Consulting Services, including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls and
ensure all proper consent to record is obtained prior to making any such recording.
You will not directly or indirectly export, re-export, or transfer the Subscription
Service or Consulting Services to prohibited countries or individuals or permit use
of the Subscription Service or Consulting Services by prohibited countries or
individuals.