Please read these Silzila Cloud Software Subscription Terms of Service [this "Agreement"] carefully, as it governs the use of the Silzila Services (defined below) by You and/or the entity that you are acting on behalf of (as applicable) in registering for the Silzila Service. ["Customer" or "You"]. This Agreement takes effect on the date when You COMPLETE THE REGISTRATION TO USE THE Silzila SERVICE or on the date when You first access or use the Silzila Service (whichever comes first: the "Effective Date"). "Registration" means Customer’s online registration to use the Silzila Service via Silzila’s website or other application. IF YOU ARE REGISTERING TO USE THE SILZILA SERVICE ON BEHALF OF A LEGAL PERSON SUCH AS A COMPANY, ORGANIZATION OR GOVERNMENT AGENCY ["Entity"] you, as the individual registering for the Silzila Service on behalf of such Entity: (a) acknowledge that You have read and understand this Agreement; (b) represent and warrant that You have the right, power, and authority to enter into this Agreement and have legal authority to bind such Entity; and (c) accept this Agreement on behalf of such Entity and agree that such Entity is legally bound by its terms. If You do not agree to be subject to this Agreement, please DO NOT COMPLETE THE REGISTRATION TO USE the SILZILA SERVICE, and in such event neither You nor any individual on behalf of Customer may access or use the Silzila Service. This Agreement is by and between Silzila Technologies Pvt Ltd ("Silzila") and Customer. This Agreement includes and incorporates any exhibits attached hereto or terms or policies that these Terms link to, as well as the online Registration form accepted pursuant to this Agreement. Silzila and Customer may be referred to collectively as the "Parties" or individually as a "Party".
This Agreement applies to your subscription license to Silzila’s fully managed, proprietary Silzila software ["Software"] which is provided to You as a cloud Service. Use of the Service includes support and maintenance services at no additional cost ["Support"] and any related materials provided by Silzila including third-party components and materials ["Materials"]. This Agreement also covers and binds You if You are the only user of the Service, as well as all individual users whom Customer authorizes to use the Service, who shall be named users regardless of license type ["Users"], and who are subject to the restrictions and other terms of this Agreement, and Customer is responsible for the acts and omissions of its Users.
The term "Service" also includes any online Help and other documentation and user guides ["Documentation"], and currently supported upgrades, updates, supplements, enhancements, patches, derivative works and new releases of the Silzila Software/Service provided generally to Silzila customers at no additional cost ["Enhancements"], third-party materials and components, Internet-based services and Support provided by, for or on behalf of Silzila in connection with your use of the Service. Any Silzila terms and conditions that appear in or on, or accompany, any Silzila Software, Materials, items or services also apply and bind Customer in connection with Customer’s use of and access to the Service. Customer acknowledges that from time-to-time at Silzila's request, Enhancements will need to be implemented as provided so as not to adversely affect Service development. Updates shall not include any option or future products which Silzila licenses separately. If You have subscribed to a free version of the Service, Silzila may provide You with Enhancements, but has no obligation to do so.
(a) General Terms. Subject to the terms of this Agreement, Customer’s online Registration and payment of any applicable subscription Fees (as defined below) in the online Order Form, Customer’s Users are hereby granted a limited, nonexclusive, non-transferable and royalty-free right and license to use the Service including any Materials solely during the Trial period or longer Subscription Term (defined below). The basic subscription license to the Service ["Subscription"], except for the Trial Period, is for an initial Subscription term of one (1) year unless otherwise agreed in Customer’s Order Form or online Registration, commencing with the date that this Agreement is accepted by Customer as part of its Registration (unless otherwise indicated in the Order Form). The initial subscription term, and any renewal subscription term, constitute the “Subscription Term.” Use of the Silzila Software which Customer’s Users access via the Service is licensed (but not sold to Customer) on a per-User basis during the Subscription Term, and Customer cannot assign or sublicense the Service to third parties. Users have the right to download and use the Service on their computers and devices, provided that all use of the Service is authorized by Customer. Users have no right to give their login credentials to any other person, unless Customer indicates that the User is leaving the Customer’s employ or will not be using the Service again, in which case, Customer shall promptly notify Silzila by email of the replacement User, providing such information as Silzila requests.
(b) Paid Subscription (“Professional”). As part of Customer’s Registration, Customer will provide first name, last name, email, name of Entity if applicable, and its billing information. All billing information is processed directly by Silzila or by Silzila’s secure payment processor. Generally Customers are billed and pay annually in advance. Even if the Parties agree in the Online Order Form that Customer will be billed more frequently than annually in advance, Customer is obligated to pay all Fees for the Service for the duration of the Subscription Term. Customer’s Subscription will renew automatically for additional renewal periods of at least one (1) year (or a period equal in length to the initial Subscription Term), unless (a) the Order Form indicates otherwise, or (b) either party informs the other party at least thirty (30) days prior to the end of the then-current initial Subscription Term or renewal Subscription Term that it does not wish to renew such Term for the subsequent renewal Subscription Term. If Customer fails to pay the renewal invoice within the stipulated time, Silzila has the right to conclude that the Subscription Term will not be renewed and use of the Service will cease (or at Silzila’s option can be suspended). If Silzila ceases to provide the Service for nonpayment, Customer Data may be irreversibly deleted. If Customer seeks to purchase any add-on products via an Order Form, then Customer must contact Silzila Sales and upgrade its Subscription.
Silzila may make the Silzila Service available to You free of charge, for example as a temporary free trial Subscription ["Trial"] or pursuant to a free Subscription tier if offered by Silzila [“Free Subscription”]; Support offered by Silzila may be more limited for these free options. (a) Temporary Free Trial: an Entity or User can sample the Service as a free Trial for a period determined by Silzila and indicated to You during the online Registration process ["Trial Period"], without having to input any billing information as part of its initial Registration. The free Trial Registration will only require Your first and last name (and name of the Entity if applicable) and Your email address. Additional terms and conditions may appear that apply to Your free Trial. At the end of the Trial Period, the Entity or User that has taken advantage of the Trial can complete the Registration by providing billing information and be upgraded to "Professional" User status, or otherwise be downgraded to continue using the Service under a Free Subscription. (b) Downgrade to Free Subscription: Additional terms and conditions may apply to You if You opt to continue using the Service under a free Subscription at the end of your Trial Subscription. You will have more limited functionality as a free Subscription User, as explained at Registration. These additional terms and conditions may include automatic renewal terms, where Customer agrees that its free Subscription will automatically renew into a paid Subscription tier absent notice of non-renewal from Customer. Any additional terms and conditions that form part of Your Registration and are incorporated into this Agreement by reference and are legally binding. If You want to terminate a Free Subscription, You will have to notify Silzila to have Your account deleted, via email or by initiating a Support ticket with Silzila. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SERVICE PROVIDED PURSUANT TO A FREE TRIAL OR FREE SUBSCRIPTION TIER IS PROVIDED “AS-IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.
Right to Use. Customer’s Subscription to the Service gives Customer the right to use the Service subject to any limits that apply to the particular license that Customer obtains from Silzila, as may be indicated in Customer’s Order Form provided by Silzila or by notification from Silzila, as Silzila is constantly enhancing Service functionality. Silzila will use commercially reasonable efforts to provide Customer with online notice, or notice to Customer’s account, in the event it modifies technical or numerical limitations on Users or makes available new features. There is no limit on how many times paid-Subscription Users can use the Service during the Subscription Term. Additional Users. Customer may choose the number of Users entitled to use its Subscription to the Service during Registration or within the Service. For each additional User that Customer invites to use the Service under Customer’s Subscription (or other specified metric agreed with Silzila), the Fees will be automatically increased based on the per-User Fees agreed upon at Registration or set forth within the Service or applicable Order Form. The increased Fees for additional Users will be effective beginning at the time that a User who is invited by Customer accepts the invitation to use the Service (or when another applicable metric is exceeded). Right to Resell. Customer has no right to resell the Service unless such right is expressly granted to Customer in the Order Form. If such right is granted, and subject to Customer’s compliance with the terms and conditions of this Agreement, Silzila hereby grants to Customer a limited, non- exclusive, non-transferable (except with Silzila’s prior written consent) right to its own customers for the latter to install on their systems in order to be able to view Customer’s external customer- related analytics data. Use by Affiliates. The Subscription granted under this Agreement shall include a right for Customer to use the Service with its Affiliates by designating additional Users employed by its Affiliates as necessary, provided that Customer remains liable for all usage by Users including payment of all Fees, and for any acts or omissions of its Affiliates and their Users. For this purpose, an Affiliate is an entity which controls, is controlled by, or is under common control with Customer, where “control” means ownership of at least 50% of the equity interests in the controlled entity directly or indirectly, or the ability to direct the management of the controlled entity by contract.
If Customer is an individual, then Customer will not allow any other person or Entity to use the Service. If Customer is an Entity, Customer will not allow any other person or legal entity other than its employees or contractors authorized by it to use the Silzila Services on its behalf, i.e., Users. Customer remains responsible for all acts or omissions by its Users in connection with their use of the Service and the Customer accounts, and their compliance with the terms and conditions of this Agreement. Customer should ensure that all Users keep their accounts secure. Users must not access or use them in fraudulent or deceptive ways, introduce malware, or engage in spamming, hacking or attempt to bypass our systems or protective measures. Customer will promptly notify Silzila if Customer knows or reasonably suspects that any User name and/or password has been compromised. Each account for access to and use of the Service may only be accessed and used by the specific User for whom such account is created. Customer will further ensure that no User misrepresents his or her identity. Please note that Users are named users, so shared services accounts such as marketing@company.com, accountspayable@company.com, privacy@company.com (unless they are not really shared because they resolve to a single named user account) cannot be Users. Use of an account by more than one individual person will be considered a violation of these Terms of Service and may result in account termination.
The Subscription fees paid for Subscriptions to the Service and any add-on products ["Fees"] are payable in advance, net 30 days from date of invoice in the amount set forth in Customer’s Order Form for the initial year of the Subscription Term (unless otherwise agreed in the Order Form), which amount is calculated based on the number of named Users authorized to use the Service (purchase options are based on tiers of Users as specified in the Order Form). Prepaid fees for the Subscription Term are nonrefundable and payment obligations for the Service are noncancelable and continue for the Subscription Term, unless otherwise indicated in this Agreement. Customer will reimburse Silzila for all costs (including reasonable attorneys’ fees) incurred by Silzila to collect any overdue amounts. Customer shall have the right to authorize additional Users during the Subscription Term, which shall result in a prorated payment obligation for such additional User(s), as set forth below. Any other payments are due net 30 days from date of invoice, including any prorated invoices for Users added during the Subscription Term. All late payments are subject to a service charge equal to 1% per month (or the highest permitted legal rate if less than 1% per month) on any unpaid balance due until paid in full. The number of Users can increase during the Subscription Term as indicated but cannot be decreased. The Fees for additional Users will be assessed on a pro-rated basis, covering the period of use from Customer’s designation of the new User(s) through the remainder of Customer’s applicable Subscription Term. Periodically Silzila may submit a “true-up” invoice to Customer covering new Users designated by Customer during the Subscription Term beyond the license-type limits set forth in the Order Form if Customer’s paid Fees do not already cover new Users. Upon renewal the User’s license would be folded into the aggregate Customer Subscription to the Service for billing purposes. Silzila has the right to monitor/verify the number of Users. If Customer purchases a Subscription to the Service via credit card or other payment card or Silzila- approved method [collectively, "Credit Card"], Customer hereby authorizes Silzila (or its designee) to charge Customer’s Credit Card in accordance with the Fees for the Subscription and any other charges set forth on the Order Form. Customer acknowledges that certain Credit Cards may charge foreign transaction fees or other charges, which will be passed through to Customer. If Customer’s payment is not successfully settled for any reason, Customer remains responsible for any amounts not remitted to Silzila; payment obligations regarding Fees are non-cancelable and the Fees are nonrefundable unless otherwise indicated in this Agreement. Silzila may invoice Customer by email, unless otherwise agreed. Silzila will try your Credit Card various times if it fails to process your payment, and will provide You notice of any payment failure. If this problem is not remedied by You within 14 days, Silzila will suspend or terminate the Service 14 days after payment should have been made. All stated Fees are exclusive of taxes and charges of any nature, such as levies, duties, value-added taxes, excise taxes, use or withholding taxes that may be assessed by any jurisdiction ["Taxes"]. Customer is responsible for paying all Taxes assessed on its purchase or renewal of a license, other than taxes based on Silzila’s net income. In the event that Customer’s jurisdiction imposes income tax withholding on Customer’s purchase or renewal of a Subscription, Customer must gross up Customer’s payment to Silzila so that it yields us the amount of fees stated in the Order Form.
The Service, Software, Service Information, Documentation, and all Enhancements to the foregoing, and any Materials provided by Silzila or obtained or accessed by Customer from Silzila or its agents, including underlying algorithms, interfaces, metadata, technology, databases, tools, know-how, processes and methods used to provide or deliver the Service, are and shall remain the sole property of Silzila, its licensors and their successors and assigns, and under no circumstances may be used in any way other than pursuant to this Agreement and Order Form or other agreement between Customer and Silzila. The Software, Materials and the Service may not be retained, sold, or reproduced by any means by Customer except as specified in this Agreement or the Documentation, and Customer shall have no intellectual property rights, including but not limited to trade secrets, trademarks, patent rights, copyrights and moral rights ["Intellectual Property Rights"] in the Service, Service Information, Software or Materials, including Enhancements. Silzila also retains all modifications to and derivative works of such Software, Service, Service Information and Materials. "Service Information" means usage data and trends with respect to the Service, including about Users, provided that such information can never be identified to a specific User or customer. No right or license is granted to Customer or to any third party by implication, estoppel or otherwise, other than the express rights set forth in this Agreement. Silzila may discontinue development of the Software at any time, which will not affect Customer’s Subscription during the then applicable Subscription Term. Any rights that Customer acquires in such Service, Software and/or Materials, other than the license rights granted by this Agreement, are hereby assigned to Silzila, including all Intellectual Property Rights that Customer may have or acquire therein anywhere in the world (including moral rights, to the maximum extent permitted by applicable law), and any other rights Customer may have pertaining to the Software and/or Service provided by or made accessible by Silzila. Customer will not attempt to register any Intellectual Property Rights in the Software, Service or Materials anywhere in the world. Finally, Silzila retains a nonexclusive ownership right in all Feedback as indicated below.
"Customer Materials" means all information, data, content and other materials, in any form or medium, that is transmitted or otherwise provided by or on behalf of Customer to Silzila and/or through the Service, including Customer Data and PII, but excluding Software, the Service and Service Information. As between Customer and Silzila, Customer owns and retains all right, title and interest in and to all Customer Materials. Silzila may use, display and modify the Customer Materials solely to provide and improve the Service during the Subscription Term, including to store the Customer Materials in temporary caches or to store Customer Data at Customer’s request. In addition, Silzila may develop or derive data or insights in anonymized, deidentified and/or aggregate form, provided neither a User nor Customer can be identified from such derivation. If any content contained in your Customer Materials (i) violates this Agreement or any linked Silzila policies; (ii) violates or may violate applicable law; (iii) is offensive or Silzila deems it to be offensive, for example, if it appears to be child pornography, harassment, defamatory and/or threatening or puts anyone at risk, or if it may be terrorist content, or infringes or may infringe a third party’s Intellectual Property Rights, Silzila has the right to remove such Customer Materials/content. For egregious or recurring Customer or User conduct of this nature, Silzila may suspend or terminate Customer’s account, or a particular User account, as it deems necessary.
"Customer Data" includes data owned or processed by Customer using the Service, whether PII as defined below or other customer data, much of which consists of data returned to Customer’s Users from User queries. Customer and Customer’s Users retain all proprietary and Intellectual Property Rights in all Customer Data that Customer provides to Silzila and/or Customer’s Users use with the Service. "PII" refers to personally identifiable information or personal data that Customer and Customer’s Users provide to Silzila to facilitate provisioning of the Service, which remains the property of Customer and/or the data subjects who provided such PII. The PII that is provided by the User to establish his or her account and access the Service consists of an email address (plus a password that the User chooses). In general, Customer controls storage of Customer Data by Silzila as indicated in this paragraph. Customer Data submitted to the Service by the Users is encrypted, and is automatically and temporarily cached by the Service for performance purposes, for a period that can be controlled by the User. In addition, Customer has the right to request that Silzila store Customer Data if the Customer lacks its own database/datastore for such storage. The User uses the Service to connect to the Customer’s data source(s), and writes queries regarding the Customer Data, which are executed on Customer’s own database (subject to the previous sentence). Any remaining Customer Data in the possession of Silzila shall be deleted following the end of the Subscription Term if such Term is not renewed, as evidenced by an account closure request by Customer/User, or if Customer/User requests deletion of Customer Data. Silzila may use, display and modify the Customer Data solely to provide and improve the Service during the Subscription Term. from For the avoidance of doubt, Silzila is not granted any right, title or interest in and to, and/or the right to use Customer's Intellectual Property Rights for any purposes whatsoever without the prior written consent of Customer. Notwithstanding the foregoing, Silzila may use Client’s tradename/trademark for the purpose of client reference or identifying Customer on Silzila customer lists.
When Customer/User(s) accesses or uses the Service, or any Software or Materials, Customer and any Affiliates and their Users agree that they will not directly or indirectly: : (i) copy, modify or create any derivative work of all or any portion of the Software, Service or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any component of the Software or Service, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Service to any other person or Entity, or otherwise allow any person or entity to use the Silzila Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or Entity, or that violates any applicable law; (v) access or search the Service (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) unless authorized in writing by Silzila and/or the Documentation; or (vi) use the Service, Documentation or any other Silzila Confidential Information for benchmarking or competitive analysis with respect to competing or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Service. Further, Customer understands and agrees that the Software is the Confidential Information and property of Silzila and its licensors. Accordingly, Customer agrees, and Customer will direct Customer’s Users, not to disclose the Software nor any Confidential Information about the Software, in whole or in part, to any third party without the prior express written consent of Silzila in each instance, and subject to Section 9 hereof. In particular, Customer and Customer’s Users will not disclose to any third party or disseminate to the public (except privately to Silzila), publish on the internet or elsewhere any tests run on the Software or results of such tests (if Customer is provided with a beta or evaluation version of the Software) without written permission from Silzila.
Silzila also has certain responsibilities to Customer:
A. Providing the Service and Support. Silzila provides the Service to Customer and makes sure that Customer receives adequate Support. Silzila uses commercially reasonable efforts to ensure that the Service operates materially in accordance with Silzila’s Documentation, and with the requisite security precautions described in the next paragraph. Any Support/maintenance questions can be emailed to Silzila at support@silzila.org or sent via ticketing to silzila.com/support. Silzila shall provide Customer with email Support during customary business hours. The hours for such assistance shall be 8/5 (8 hours per day, weekdays) for Severity 0 and 1 issues, and customary business hours for Severity 2 and 3 issues, 9AM to 5PM IST or as otherwise agreed. In the event a high Severity issue cannot be resolved timely (Severity 0 and 1), then Silzila can escalate the issue and as required enable access to technical support engineers for assistance in the proper installation and use of the Service, and to report and resolve problems with the Service Silzila will try to keep Customer informed of any necessary downtime. Please note that if You have a free Subscription, the foregoing is aspirational but not a commitment by Silzila.
B. Protecting Customer Data and Personal Data. Both in providing the Service, and in protecting Confidential Information, Customer Data and PII, Silzila hereby warrants that Silzila has, or shall obtain and maintain, an information security program that implements industry-standard tools, technologies and processes designed to prevent unauthorized access, use, alteration or disclosure of Confidential Information, Customer Data and PII. Silzila will treat such information as Customer’s Confidential Information as provided in Section 9 below. Further, any access to Customer Data and PII by Silzila will be limited to such personnel who require access in order for Silzila to provide the Service, who are informed of their confidentiality obligations, and who agree to protect and secure Customer Data and PII in a manner consistent with the requirements of this Agreement.
C. Compliance. Silzila warrants that it will comply with all applicable laws, including data protection, privacy and employment laws, and Silzila will have the right to terminate Customer’s Subscription and this Agreement on immediate notice if it believes that Customer has violated such laws and/or if Customer has violated the AUP below.
For purposes of this Agreement, Confidential Information includes innovations, any information, knowledge or data of either party which the other party and its employees may access or receive relating to the Service, Software, Materials, Customer Data, code, computer programs, accounting methods, marketing techniques, customer names, negotiated customer fee information, financial information, marketing plans, product plans, product or services roadmaps, business strategies, forecasts, personnel information, customer lists, trade secrets and any other nonpublic technical or business information, whether in writing, given to the recipient orally or in any other way communicated or provided to the recipient, including any Customer Data, Documentation, data or information used and/or uploaded by Customer or its Users to the Service, which the recipient knows or has reason to know that discloser would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. The Service, Software and any nonpublic Documentation shall remain the Confidential Information of Silzila at all times. Any nonpublic Customer Data remains the Confidential Information of Customer or Customer’s Users. Neither party as the recipient shall disclose any Confidential Information of the disclosing party without the prior written consent of the disclosing party, and neither party shall use any Confidential Information of the disclosing party, except that Customer as recipient has the right to properly use the license granted under this Agreement, and Silzila as recipient can use Customer’s Confidential Information only to the extent necessary to provide and enhance the Service and other services, or assist use by Customer’s Users of the license Customer has obtained under this Agreement.
All Confidential Information of the discloser shall be protected from disclosure by the recipient using the standard of care recipient uses with its most valuable confidential information, and at least a commercially reasonable standard of care; and (ii) no Confidential Information of the discloser shall be used for any purpose other than that for which it has been disclosed, and shall not be used for the benefit of recipient or any third party except as permitted by the license to use the Service and/or by this Agreement. Confidential Information does not include information that: (a) is in the public domain through no fault of the recipient; (b) was known to recipient prior to disclosure by the discloser without breach of an obligation to discloser, as can be demonstrated by documentary evidence; (c) was disclosed to recipient by a third party not known by recipient to be under a confidentiality obligation to discloser; (d) was independently developed by recipient without use of Confidential Information of discloser. If required by law or any tribunal or governmental order, recipient can disclose Confidential Information of discloser, but recipient first shall give discloser the opportunity to oppose or limit such disclosure and shall never disclose more than recipient is required to disclose.
Silzila hereby undertakes to ensure that its partners, affiliates, officers, directors, employees, agents or other representatives that have access to, or in any way receives Confidential Information under this Agreement, and/or any subcontractors engaged by Silzila for the performance of its obligations under this Agreement, are bound by confidentiality undertakings no less restrictive than the provisions of this Section 8. This Section 8 shall survive the termination and/or expiration of this Agreement.
Customer understands and Customer’s Users agree that Users are welcome to provide Silzila with comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning the Service, Software and Materials [collectively, "Feedback"] including without limitation the use, operation, functionality, appearance and other features and characteristics of the Service, Software and Materials. Any and all Feedback concerning the Software and Service, whether or not patentable or protectable in another form, becomes the nonexclusive property of Silzila immediately upon communication of such Feedback to Silzila. Silzila obtains an undivided interest in the whole of the Feedback. Silzila may use the Feedback at any time, in any manner, and in any form or medium now existing or hereafter created, without obligation to provide any reporting or accounting to Customer. Silzila shall also have the right to own and register any Intellectual Property Rights anywhere in the world in the Feedback or results or derivative works thereof. Accordingly, Customer agrees that such Feedback concerning the Service, Software and Materials is provided to Silzila for its nonexclusive use in any manner it deems fit, including without limitation the commercial exploitation thereof and/or the sale or other transfer thereof to one or more third parties, free of any Silzila obligation to Customer or others. Customer’s Users should not provide to Silzila any Feedback in which any third party has or may have any right, claim or interest or in which Customer or Customer’s Users either assert, or have any expectation of retaining, any interest whatsoever or of receiving any remuneration, reward or consideration of any sort, beyond the consideration expressly set forth in this Agreement.
THE SERVICE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS, LICENSORS, OR AGENTS (COLLECTIVELY, THE "SILZILA PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE. IN ADDITION, THE SILZILA PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
THE SILZILA PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES AND SECURITY BREACHES OF ANY KIND. THE SILZILA PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SILZILA PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE SILZILA PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
THE SILZILA PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY OF OUR SITES OR SERVICE IS A VIOLATION OF OUR POLICY AND MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR WE SUSPECT THAT YOU ARE, FAILING TO COMPLY WITH ANY TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR ACCOUNT AND ANY USER CONTENT AND DATA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS, AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SERVICES AND SITES, AND THEIR CONTENT, AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
We reserve the right to stop offering and/or supporting the Service or a particular part of the Service at any time either permanently or temporarily. In such event, we shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of the Service.
UNDER NO CIRCUMSTANCES WILL THE SILZILA PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE SILZILA PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE SILZILA PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE SILZILA PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE SILZILA PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE THOUSAND INDIAN RUPEES (RS 1000.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY THE SILZILA PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE SILZILA PARTIES.
BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE SILZILA PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
A. Silzila Indemnification of Customer. Silzila will defend Customer at Silzila’s expense against actual third-party claims, suits, actions or proceedings ["Claim(s)"] that the Service or Software as used by Customer and Customer’s Users in accordance with this Agreement infringes or misappropriates a third party’s Intellectual Property Rights, with Silzila paying its own defense costs and attorney’s fees regarding the Claim, and Silzila will indemnify Customer for all final amounts awarded against Customer or settlement amounts that must be paid to such third party, provided that Silzila will have no liability if: (i) Customer/Customer’s Users have not used the Service properly in accordance with this Agreement; (ii) Customer’s delay in informing Silzila about the Claim has adversely affected Customer’s or Silzila’s legal position or Silzila’s defense obligation; (iii) the Claim arose in whole or in part from Customer’s or Customer’s Users combination of the Software or Materials with non-Silzila software or materials or Customer Data, which was done by a party other than Silzila or other than strictly in accordance with Silzila’s Documentation and/or written instructions; (iv) the Claim arose in whole or in part from modification to the Service, Software or Materials done by a party other than Silzila or not done strictly in accordance with Silzila’s Documentation or written instructions; (v) the Claim arose in whole or in part because Customer failed to, within reasonable time (not to exceed 60 days), implement an Enhancement that Silzila provided to Customer before the Claim arose; or (vi) the Claim arose in whole or in part from non-Silzila products or software. In any event, Silzila’s obligations under this paragraph are also conditioned on Customer’s full cooperation with Silzila to enable it to fulfill its obligations hereunder, and on Customer’s mitigating damages by promptly installing any Enhancement that Silzila provides to resolve the Claim. In any settlement, Customer’s prior written consent shall be required, not to be unreasonably withheld. This paragraph is Customer’s sole remedy and Silzila’s only obligation with respect to a Claim against Customer.
B. Customer Indemnification of Silzila. Customer will defend Silzila and its personnel and affiliates ["Silzila Indemnitees"] against any Claims that arise from: (i) Customer’s or any of its Users violation of this Agreement, or (ii) infringement or misappropriation by the Customer Data of the Intellectual Property Rights of a third party, or (iii) Customer’s or its Users’ use or processing of PII in violation of the rights of a data subject, and Customer will indemnify the Silzila Indemnitees for reasonable attorney’s fees incurred and damages finally awarded against a Silzila Indemnitee pursuant to such Claim, and for any amounts owed or paid by a Silzila Indemnitee under a settlement of such Claim. Customer's indemnification obligation under this paragraph is subject to Customer receiving (i) prompt written notice from Silzila Indemnitees of such claim (but in any event, notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Silzila Indemnitees at such party's expense. In any settlement, Silzila’s prior written consent shall be required if a Silzila Indemnitee is affected thereby, not to be unreasonably withheld. This paragraph is Silzila’s sole remedy and Customer’s only obligation with respect to a Claim against a Silzila Indemnitee.
SILZILA SHALL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OR LOST REVENUES, PROFITS OR DATA, OR HARM TO ANY COMPUTER OR SYSTEM EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
SILZILA HAS USED COMMERCIALLY AVAILABLE ANTI-VIRUS TECHNOLOGY AND HAS NOT KNOWINGLY INCLUDED ANY VIRUS, WORM, TROJAN HORSE OR OTHER MALWARE IN THE SERVICE OR SOFTWARE BUT MAKES NO WARRANTY THAT IT IS FREE FROM SAME.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES OR COSTS DUE TO LOSS OF PROFITS, GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH THE AGREEMENT) REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF CUSTOMER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FROM ANY CAUSE OR MATTER ARISING UNDER OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT OR ITS BREACH EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE SUM OF ALL AMOUNTS PAID OR PAYABLE UNDER THE ORDER FORM AS OF THE DATE THE CLAIM FIRST AROSE, REGARDLESS OF THE FORM OF ACTION AND HOWEVER ARISING.
THE ABOVE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, EITHER PARTY'S INDEMNITY OBLIGATIONS IN SECTION 13 AND/OR ANY INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. LIABILITY FOR BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 SHALL BE CAPPED AT 3X THE AMOUNT PAID UNDER THE THEN-CURRENT ORDER FORM, AND FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 AT 5X THE AMOUNT PAID UNDER THE THEN-CURRENT ORDER FORM.
Either party can terminate this Agreement for breach by the other party, by giving written notice to the other party and a 30-day period to cure the breach, if the breach is capable of cure. Customer can terminate Customer’s Subscription at any time for convenience also, but such termination of the Service shall not affect Customer’s requirement to pay for the entire Subscription Term. If Customer validly terminates the Agreement for breach by Silzila, Customer is entitled to a pro-rated refund of prepaid Fees covering any time period subsequent to the termination date. Upon termination, Customer shall promptly delete/destroy or otherwise remove the Software/Service and any ability to access it from computer, mobile phone or other storage device where it has been downloaded, stored, installed or used. Silzila shall have the right to retain copies of Confidential Information to the extent (i) required to comply with legal requirements; (ii) mandated by Silzila’s record retention policy; or (iii) stored on routine back-up media solely for the purpose of disaster recovery, provided that such information is deleted or destroyed in due course and that employees are precluded from accessing such Confidential Information in the ordinary course of business prior to destruction.
Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship between Customer and Silzila or any of its agents and employees. In addition to the foregoing obligations, Customer and as applicable, its Users, have the following obligations: (1) understanding and complying with this Agreement, the Order Form and any other contractual obligations with Silzila; (2) notifying Silzila of changes made to technical or administrative contact information; (3) maintaining their own system(s) of record; (4) ensuring the supervision, management, and control of the use of the Service by their Users; (5) independently backing up all Customer Data and PII, and developing Customer’s own disaster recovery and business continuity plans that address the inability to access or utilize the Service and any other Silzila services; (6) providing Silzila with a list of approvers for security and system configuration changes for data transmission; and (7) immediately (in no more than 48 hours) notifying Silzila of any actual or suspected information security breaches, including compromised user accounts, including those used for integrations and secure file transfers.
If Customer is an Entity, Customer agrees to permit Silzila to list Customer as a Silzila customer on its principal website and Silzila webpages on any social media sites, as well as in promotional materials. Silzila will be permitted to use Customer’s name and logo, subject to any trademark or brand usage guidelines provided to Silzila. In addition, upon the request of Silzila, if Customer is satisfied with the Service, (a) Customer agrees to provide Silzila with two positive C-level quotes that Silzila can use on its websites/webpages and in the referenced materials upon Silzila’s email request, and (b) Customer may participate in and/or provide Silzila with a case study and/or testimonial which Silzila can use as described above with respect to Customer quotes, subject to Customer availability.
It is possible that Silzila will seek to modify its Terms of Service as Silzila’s business evolves, provided that any Order Forms that Customer has entered into with Silzila cannot be modified without Customer’s written consent Silzila may modify this Agreement at any time by providing notice to Customer through the Service, to Customer’s account or by email. Customer will be deemed to have agreed to the terms of the updated Agreement if Customer either (a) accepts the updated Agreement through the Service, or (b) uses or accesses the Service after such notice.
The Parties hereto agree that this Agreement together with the Order Form sets forth the entire Agreement and understanding between Customer and Silzila concerning the Service, Software and Materials and Customer’s license to use them, and this Agreement supersedes all prior and contemporaneous communications, written or oral, concerning the Service, Software and Materials and is intended to be a complete and exclusive statement of the terms of Customer’s Agreement with Silzila. Customer acknowledges that it has not relied upon any representation whatsoever of Silzila which is not contained in this Agreement. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be modified and enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. Any waiver by Silzila of any breach or default by Customer of any of the terms or conditions of this Agreement will not be considered a continuing waiver or a waiver of any prior, subsequent or different breach. In the event of any conflict between the Order Form and the body of the Agreement, the Order Form shall prevail. Silzila shall have the ongoing right to assign this Agreement to any current or future Silzila affiliated company or third party, whether by merger, acquisition, reorganization, sale of substantially all assets or equity, or by operation of law, without Customer’s consent and without notice. Any assignment or attempted assignment by Customer of this Agreement in whole or in part, or of any of the rights granted herein, without the prior written consent of Silzila, shall be void.
To the extent Silzila processes any Customer Materials relating to an identified or identifiable natural person ("Personal Information") that is subject to the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) and its respective national implementing laws (collectively, "GDPR"); the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; and/or the United Kingdom Data Protection Act 2018 (collectively, "Data Protection Laws"), Silzila will:
Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents ("Excluded Disputes"), you agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and we hereby expressly waive trial by jury. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought by a private attorney, in a general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition.
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
You may opt out of this agreement to arbitrate, as specified above. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
Silzila Technologies Pvt Ltd
SF 359/2A D 5/172/77 Sengalapuram Colony
Thumbivadi, Aravakurichi,
Karur- 639002, TN, India
You must include your name and residence address, the phone number and username that you use for your account, and a clear statement that you want to opt out of this arbitration agreement.
If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between you and us and governs your use of the Service, superseding any prior agreements between you and us. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any purported assignment or delegation by you without our appropriate prior written consent will be null and void. We may assign these Terms or any rights hereunder without your consent and the Terms will inure to the benefit of and be enforceable by our successor. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights.