Subscription Licence Agreement

This Agreement between you or the entity or company you represent (“You” or “Subscriber”) and Tealbox Digital Private Limited ("Tealbox") governs your use of the Analytics Safe software offered by Tealbox, which includes, any updates, revisions or new releases of any of the foregoing and any associated media, sample code, materials or documentation, in physical or electronic form (as hereinafter defined) (the “Software”) when provided for use on your computers as well as when provided through Tealbox’s hosted or cloud based solutions.

Subscription and use of this Software, and or payment for Tealbox services, is subject to the terms set forth below, including but not limited to fees, term of agreement, software license terms, terms of use, Subscriber representations and warranty statement.

You should read all the terms of this Agreement carefully. You will be asked to review and either accept or not accept the terms of this Agreement. By indicating your acceptance to this Agreement you are committing to a cancellable subscription at the fees indicated. If you do not accept this Agreement, you will not be permitted to use the Software

1. DEFINITIONS

(1.1) “Account” - Shall mean the Subscribers portal on the Software which shall be accessed using the the login credentials as set by the Subscriber post subscription to the Service.
(1.2) “Subscription” - Subscription shall mean the access to Service granted to the Subscriber for the fixed time duration as chosen by the Subscriber upon payment of relevant fees under the stipulated fee structure.
(1.3) “Software” - Shall mean, for the purposes of this agreement, the Analytics Safe product offering by Tealbox and its associated services
(1.4.) “User” or “Subscriber” - User shall be defined as an individual or an entity including but not limited to a lawfully incorporated company, a duly registered partnership or any other such entity that may wish to subscribe to the Analytic Safe Software
(1.5.) “Service” - We provide a service which which allows the extraction of data from various third party data sources via their application programming interfaces (“APIs”), as well as from other databases and files, and provides data transformation functionality on the extracted data, and the ability to create new data sets and subsequently store them and/or transmit them using third party APIs. Analytics safe’s services are two pronged and include hosting of data on their servers and the analysis of the said data to deliver market insights to the Subscriber.
(1.6.) “Service Data” - The data collected and processed by Tealbox in the course of providing the Services that relate to the use of the Services, including performance metrics, metadata, bandwidth utilization, statistical or aggregated information about Subscriber’s use of the Services, and information.

2. TERMS OF SUBSCRIPTION

(2.1) As part of this subscription, Subscriber receives a License as described below. Tealbox will provide updates to the Software and the Hosted Services, such as correction of "bugs" and certain limited improvements to existing functionality of the Software as Tealbox may choose to provide.
(2.2) The subscription entitles Subscriber to receive limited support as posted at this web site at the time this Agreement becomes effective.
(2.3) Tealbox charges a monthly or annual fee to the Subscriber depending upon the subscription plan selected at rates as stipulated on the website or customised rates for service as mutually decided by the parties. Subscribers may be able to avail a free trial licence dependant on the discretion of Tealbox.
(2.4.) Purchase of the subscription upon agreeing to the present agreement authorises Tealbox to auto debit your chosen mode of payment towards the subscription plan as chosen by You and to raise an invoice against you for the subscription fee and/or any other fees that you may have chosen to incur as a result of the use of the subscription.
(2.5.) If any of the charges as specified in the previous sub-clauses are rejected or refused by your credit card issuer or if your cheque or money transfer is not accepted by our bank, Tealbox shall notify you via email regarding the same, if the payment has not been received within one month (1 month) of receipt of the said email, this Agreement and your subscription and license to use the Software shall stand terminated.
(2.6.) It is the sole responsibility of the subscriber to ensure that the payment towards any ongoing subscriptions is made and to notify Tealbox of any changes in payment details.
(2.7.) An existing subscription can be cancelled at the discretion of the subscriber upon which this present Agreement shall stand terminated. In the event of such a termination Tealbox shall not pro-rate or refund any payments made by the subscriber or any charge levied by Tealbox with regard to the existing term of subscription.
(2.8.) Tealbox may terminate any subscription and revoke this license at their discretion without any prior notice to the subscriber in the event of a failure to comply with any of the terms set out in this Agreement. Upon termination, the Subscriber will no longer have any right to use the Software.
(2.9.) The Subscriber shall not assign or transfer any rights granted under this Agreement. Any such attempted assignment or transfer shall be deemed null and void ab initio.
(2.10.) By accepting this Agreement and purchasing this subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and or is otherwise legally able to enter into a binding contract. Additionally, Subscriber represents and warrants that Subscriber is not a citizen of Cuba, Iran, Libya, North Korea, Syria or Sudan or a citizen of any other country that is, or an entity that is restricted by the United States government from receiving certain types of software for use.
(2.11.) Unless prohibited by law or unless agreed upon by You, until cancelled by the Subscriber or Tealbox, the subscription will continue on the anniversary of each term at the then prevailing rates established by Tealbox which may differ from those described herein, or on our websites, but such subscription will remain subject to all other terms of this Agreement. By purchasing a monthly or annual recurring subscription using a credit card, you explicitly agree to the renewal of the Term of this Agreement.
(2.12.) In the event that the subscriber desires to cancel the subscription, they may do so by sending an email to Tealbox. The subscription shall stand cancelled upon receipt of this email and the Subscriber shall cease to be charged from the next billing cycle.
(2.13.) For all subscriptions, additional users can be added, and will be charged at a per additional user monthly rate as defined on the Analytics Safe website. The equivalent monthly fee will be applied for the remainder of the term, rounded to the nearest month.
(2.14.) Tealbox is not obligated to support or provide any updates, upgrades, revisions or new releases of the Software or any portion thereof. However, Tealbox, in its sole discretion, may update, upgrade, revise or provide new releases of any portion of the Software from time to time and such update, upgrade, revision or new release of the Software shall be governed by the terms and conditions of this Agreement. To continue to use the Software you are required to install such updates, upgrades, revisions or new releases of the Application.
(2.15.) The Analytics Safe Software requires certain basic hardware and internet conditions to function seamlessly, the specifications are enlisted in Schedule A to the Terms & Conditions as found on the website
(2.16.) Upon Termination of this Agreement by either party in accordance with the provisions contained herein the Subscriber shall go through the mandatory off boarding process. The service data as defined herein shall be released to the subscriber and transferred as per their convenience subject to an off boarding fee as shall be stipulated by Tealbox. The release of the Service Data to the subscriber shall be contingent upon adherence to the off boarding process.

3. GRANT OF LICENCE

(3.1) Subject to the payment of the applicable fees and in adherence with the terms and conditions set forth herein, the Subscriber shall have a limited, non-exclusive, non-transferable, non-sublicenseable user based license to use, display, store, load, install and execute the Application.
(3.2) In the event that the Subscriber allows another individual to access or use the Application, Subscriber shall be liable for compliance with this Agreement, and for any violations by that individual of this Agreement
(3.3) The Software is owned and copyrighted by Tealbox or by third party suppliers. This License confers no title or ownership and is not to be construed as a sale of any rights in the Application. Subscriber is granted only the right to use the Software without the right to sublicense. Third party suppliers are intended beneficiaries under this Agreement and may protect their rights in the Software directly against the Subscriber in the event of any infringement.
(3.4.) You acknowledge and agree that the Computer System Requirements as stipulated in Schedule A to the Terms & Conditions as provided on the Analytics Safe website are necessary to use the Software as described in the documentation, and that you must independently, at your own cost, purchase or appropriately acquire the Computer System Requirements.

4. SUBSCRIBERS WARRANTIES

(4.1) The Subscriber unequivocally warrants to adhere to this agreement as amended from time to time along with all the caveats, conditions and terms as set out herein and any other documentation or policies as set out on the Analytics Safe website.
(4.2) The Subscriber further warrants not to -
(4.2.1) Copy the Software or any component of the Application.
(4.2.2) Alter, translate, adapt, modify, reverse engineer, decompile or disassemble the Software or any component of the Software or create derivative works of the Application.
(4.2.3) Decrypt, extract or otherwise attempt to discover any source code, trade secrets or confidential information contained in the Software or any component of the Application
(4.2.4) Transfer, resell, sublicense, rent, lease, or lend the Software in whole or in part or use the Software for any timesharing, outsourcing, rental or third party service bureau purposes, commercial or otherwise.
(4.3.) The Subscriber agrees to use the Software for lawful purposes only and further comply with all applicable local, provincial, state, national or international laws, rules and regulations.

5. CONFIDENTIALITY & COMPETITON

(5.1) The Software embodies confidential information and valuable trade secrets of Tealbox and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of Tealbox and its business, including the Software and will not release, disclose or divulge any such proprietary confidential information.
(5.2) You will take all reasonable steps to ensure that confidential or proprietary information of Tealbox and its business is not disclosed or distributed in violation of the terms of this Agreement.
(5.3) The Subscriber may, however, disclose certain confidential information as required for the purpose of meeting its Public Accountability obligations, including but not limited to disclosures made to a statutory or government body as required by law.
(5.4.) Any individual or entity that, for commercial purposes, engages in the provision of the same or similar services as are defined under this agreement shall be deemed to be a competitor and such person is explicitly barred from accessing or subscribing to the services offered by Analytics Safe.

6. PERSONAL DATA

The parties do not expect the disclosure of any personal data in the course of the Subscribers use of the Service.

7. DISCLAIMERS : NO IMPLIED WARRANTIES

(7.1) The Software embodies confidential information and valuable trade secrets of Tealbox and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of Tealbox and its business, including the Software and will not release, disclose or divulge any such proprietary confidential information.
(7.2) Tealbox and its licensors further expressly disclaim any responsibility regarding viruses or any other disabling devices.
(7.3) There lies no warranty either expresses or implied that the software and/or services will operate without interruption. The use of the Analytics Safe software is at the subscribers sole risk.

8. LIMITATION OF LIABILITY

(8.1) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT.
(8.2) THE PROVISION OF, OR FAILURE TO PROVIDE THE SOFTWARE OR ANY OTHER ANCILLARY SERVICE.
(8.3) TO THE MAXIMUM EXTENT AS PERMITTED BY LAW, THE ENTIRETY OF TEALBOX’S LIABILITIES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE SUBSCRIBER FEES AS PAID BY YOU.
(8.4) THE LIMITATIONS IN THIS PRESENT CLAUSE AND DISCLAIMERS IN CLAUSE 6 APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS, STRICT LIABILITY, BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM, PRODUCT LIABILITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADE-MARK OR OTHER INTELLECTUAL PROPERTY RIGHT

9. INDEMNITY

You agree to indemnify and hold Tealbox and its affiliates and their respective directors, officers, employees and agents harmless from and against any claim, damage, liability, loss or demand, including reasonable attorneys’ fees, due to or arising out of your use of the Software, any Data provided to the respective server or the infringement by you, of any intellectual property or other right of any person or entity

10. TERM AND TERMINATION

This Agreement is effective from the date you click "I accept" and shall continue in full force and effect unless terminated in accordance with this Agreement. This Agreement will terminate immediately if you fail to comply with any term or condition stipulated in this Agreement. Upon any termination of this Agreement, you may no longer access or use the Application. Termination of this Agreement will not prevent Tealbox from pursuing any other remedies available to it, including injunctive relief. Upon termination you agree to immediately cease all use of the Application

11. API ACCESS

The Software connects to various third party API’s including Google Analytics and in doing so, you agree to comply with the terms of service of those services. You acknowledge that the availability, accuracy and speed of access to third party data relies solely on those third parties. You also acknowledge that third party providers may remove access to their services, in particular if their API quota rules are exceeded, and it is your sole responsibility to manage how many API requests are made per day, and to limit use of the tool to comply with third party quotas

12. DATA OWNERSHIP

All data created or transmitted by you and stored on Tealbox s servers as part of the services offered shall at all times be owned by you and treated as Confidential Information under this Agreement. Upon termination or cancellation of this Agreement for any reason, Tealbox shall return all Data to You. As a convenience to you, your Data will be backed-up, but Tealbox shall in no event be liable to you or any third party for loss, destruction or corruption of Data.

13. AGGREGATED DATA

While Customer Data shall remain the property of the Subscriber, Tealbox is permitted to aggregate and anonymise Customer Data and/or other data that the Subscriber provides to Tealbox or that is related to Subscriber’s use of the Services (“Aggregated Data”), provided that such Aggregated Data is anonymised and does not identify to any third party that Customer is the source of the Aggregated Data. Tealbox shall be the owner of the Aggregated Data and reserves the right to use, license, and sublicense the Aggregated Data.

14. DISPUTE RESOLUTION

(14.1) If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(14.2) A party to this Agreement claiming a dispute ('Dispute') has arisen under the Agreement, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
(14.3) On receipt of that notice ('Notice') by that other party, the parties to the Agreement ('Parties') must, within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree upon;
(14.4) If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by a relevant and competent conflict resolution service
(14.5) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(14.6) Failing mediation the parties hereby agree to refer the matter to arbitration. The arbitration shall take place before a sole arbitrator under the aegis of NDIAC (New Delhi International Arbitration Centre)
(14.7) The arbitrator shall either be appointed with mutual consent of the parties or at the request of the parties be appointed by the concerned arbitral forum.
(14.6) Failing Arbitration, the aggrieved party may then take up the dispute in any competent court of Jurisdiction in adherence with the Governing Law of this agreement.

15. GOVERNING LAW

This Agreement is governed by the laws of India. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of India without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

16. SEVERABILITY

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

17. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between Tealbox and any subscriber as herein defined. This agreement may be subject to certain addendums or modifications as and when required by Tealbox.

18. SURVIVABILITY

Certain clauses within this present Agreement are intended to survive the remainder of this agreement and shall be in force even after the termination of this Agreement in accordance with the terms herein. Clauses regarding Dispute Resolution, Competitors, Indemnity and Limitation of Liability shall remain in force in perpetuity.