Terms & Conditions

These terms and conditions forms a legally enforceable and binding contract (“Agreement”) between any entity, individual person being at least 18 years old (“Customer”, which expression shall unless repugnant to the context or meaning thereof shall be deemed to mean its successors and permitted assigns) and ValueFirst Digital Media Private Limited, a Company incorporated under the Companies Act, 1956, having its registered office at G – 270, G – Block, Phase – VI, Near Rudra Public School, Aya Nagar, New Delhi – 110047, India and its corporate office at B – 18, Infocity – 1, Sector – 34, Gurugram, Haryana – 122001, India (“Company”), for availing the Services (“Services”) by accessing the website having URL https://surbo.io/ (“Website”).

License and Services

License: Subject to payment of consideration and compliance of other provisions of this Agreement by the Customer, The Company hereby grants to the Customer a limited, non-transferable and royalty-free license to use the Platform and/or Services during the term and as per the terms of this Agreement.

Provision of Services: The Customer shall be able to access the Services by visiting the URL of the Website which is free of cost and then setting up a user account on the Website along with login details including username and password of the said account.

Changes: The Company may make changes and improvements to its Services at any time without any notice in this regard to the Customer. In case of any change which affects/restricts the rights of Customer, a prior notification shall be sent.

Customer Support: Customer may contact our Customer Support Centre for any enquiry or assistance. The contact details of Customer Support Centre are: support@surbo.io.

User Accounts: The Customer shall ensure that it shall not share username, password and/or any other details pertaining to the user account to any other person whatsoever. The Company shall not be responsible for and disclaims any liability arising out of the activities performed through the user account, whether by the Customer or otherwise. User account shall be valid for a period of 30 (thirty) days from the lapse of a subscription after which The Company shall be entitled to terminate the same with prior notification to the Customer.

Subscription: The Customer has agreed to subscribe to the Services on a monthly/annual basis (as decided between the Parties) and the subscription shall be valid for such duration. The subscription can be renewed within 30 (thirty) days from the lapse of the subscription. The extent of Services and deliverables to be provided under the subscription have been agreed under the Annexure I of this Agreement. In case a particular element of deliverables of a subscription gets exhausted, the Customer may purchase the minimum lot of such element as prescribed.

Fees

Fees: In consideration of the License and Services provided by the Company, the Customer shall pay the process fee, per Interaction fee, Minimum Guarantee amount and/or One-time Set-up fee, as the case may be, in accordance with the terms agreed between the Customer and the Company (“Fee”). Fee shall be exclusive of taxes and any such taxes shall be collected from and paid by the Customer. The Company will charge applicable GST on supply of services. Tax invoice shall incorporate the details like GSTIN, name and address as provided by the Customer to the Company. Any delay in payment beyond the due date shall attract an interest @ 18% per annum.

(a) The Customer can make the payments the visiting on the Payment Link through Credit Cards and Debit Cards before the subscription is made live and in case of purchase of additional units, before such units are credited to the user account.

(b) Fee is subject to change and any such change shall be notified to the Customer prior to such change is brought into effect.

Taxes: The Fee shall be exclusive of all taxes, duties, levies or similar governmental assessments of any nature which shall be paid by the Customer at the prevailing rates.

Currency: Fees and all other monetary amounts shall be in India Rupee or Euro or United States Dollars.

Obligation of the Customer

Customer Responsibilities

(a) Customer hereby undertakes that it and the persons using the user account shall comply with all the terms of this Agreement and all applicable laws and shall also ensure that the content published through the Services does not infringe intellectual property rights of any third party.

(b) The Customer hereby undertakes that it and the person using the user account, in any case shall not:

Policies

It shall be the responsibility of the Customer to comply with the policies governing the Services. The Company may from time to time change the Policies which can be accessed by the Customer by visiting the Platform.

Statutory Requests

The parties may from time to time receive a request from Statutory Authorities including without limitation Courts, Police or any other enforcement agency for providing of information and records related to the Services, including information of Customer’s end user (“Statutory Request”). Statutory Requests include but shall not be limited to, subpoenas, search warrants and other forms of legal process. In case of any such request received by the Customer, the Customer shall first try to gather information from its own source, if the Customer is unable to obtain such information, it can approach the Company. In case the Company, receiving any request from Statutory Authorities may, to the extent permitted by the applicable laws will notify Customer of the Statutory Request and shall inform the Statutory Authority requesting for such information to communicate directly with Customer. However, in case directed by the Company, the Customer shall forthwith provide all the information in relation to the Services and/or user account to the Company.

Suspension of Services

The Company may suspend the Services of the Customer in case it violates any of the terms of this Agreement or any of the Policies published on the platform, provided however that a prior notice shall be sent to the Customer before taking any such decision.

Customer Data, Security and Privacy

Customer Data: The Company shall be entitled to delete and/or archive in its sole discretion, the Customer Data and/or any other information (a) in respect of a particular Service, upon the end of the validity of the respective Service; and (b) in respect of all the live Services in a user account, upon the termination of the user account.

Security: The Company has a proper Security Management System in place to protect the Customer Data.

Data Protection: The Company exercises best industry practices in order to protect the Customer Data. However, nothing contained in this clause shall restrict The Company from using the Customer Data for improving user experience, communicating with the Customer and/or promoting its products and services.

Intellectual Property

Customer shall have exclusive ownership of the Customer data and the entire intellectual property arising out of it.

The Company shall have the sole and exclusive ownership of the Intellectual Property relating to the Platform and Services.

The Company does not grant any right to Customer to use its trademark or brand name or any other logos, style, etc. arising from the use of Services.

The Customer hereby grants to The Company for the term of this Agreement, a non-exclusive and non-transferable license to use, reproduce, publicly and digitally display and broadcast Customer’s name, trademarks, trade names, service marks, logos and URLs (“Customer’s Trademarks”) to advertise and promote the Company and its offerings. The Company agrees that nothing in this Agreement shall give the Company any right, title, or interest in or to Customer’s Trademarks other than the right to use the Customer’s Trademarks in the manner contemplated by this Agreement.

Confidentiality

Neither Party shall disclose Confidential Information of the other Party to any third party and shall ensure that its directors, officers, employees, consultants, any other person dealing with such Confidential Information keep secret all information disclosed to them or that becomes available to them by virtue of this Agreement from the other Party. Either Party shall return to the other Party, the Confidential Informationof the other Party upon termination of the Agreement.

The foregoing obligations shall not apply to any information that (a) is available to the public, other than by a breach of this Agreement or any confidentiality obligation owed to the other Party; (b) the other Party agrees in writing that it can be disclosed to a third party without restriction; and/or (c) is disclosed to the extent required by statute, regulation or the order of any court or governmental agency, after taking all reasonable steps to obtain any available exclusion or exception from such requirement.

Warranties

Warranties : Either Party hereby represents and warrants to the other Party that: (1) it is fully competent and authorised to enter into this Agreement and its entering into this Agreement will not breach any other agreement to which it is a party; (2) all of its efforts associated with this Agreement shall comply with the laws of jurisdictions where such chatbots are launched and other jurisdictions which are applicable to it; and (3) It will not engage in or promote any illegal activities of any kind in association with this Agreement.

Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY PROVIDES THE SERVICES ON AN “AS IS” BASIS AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATIONS REGARDING THE AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES, OR REGARDING ANY CUSTOMER DATA OR CONTENT IN AN END USER ACCOUNT.

Indemnity

The Customer hereby agrees to indemnify and hold The Company indemnified against all losses, costs, actions, proceedings, claims, damages, expenses and/or liabilities suffered or incurred by The Company as a result of (a) infringement of any intellectual property rights of any person and/or (b) the breach by the Customer of any applicable law, statute, enactment, ordinance, regulation, order, bye-law, rule, scheme, notification or any of the terms of this Agreement.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR LOST REVENUE, LOST PROFITS, LOST CLIENTS, BUSINESS INTERRUPTION, BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY DURING THE MONTH IN WHICH THE LIABILITY ARISES.

Term & Termination

Term of Agreement: The Agreement shall be effective from the date when the subscription is made live and shall be co-terminus with the subscription.

Termination without Cause: Any Party may terminate the Agreement for any reason by providing at least 30 (thirty) days’ written notice to the other party. No refund shall be made in case the termination is at the end of the Customer.

Survival The following Sections will survive termination of this Agreement: 5 and 8 to 14.

General

Amendments: Any change or amendment in the Agreement shall only be applicable after the authorized representatives of each party have accorded their signatures.

Assignment: Customer may assign this Agreement after prior written consent of The Company. The Company reserves the right to assign this Agreement by providing written notice to Customer. Any other attempt to transfer or assign is void.

Entire Agreement: This Agreement and any addendums thereto, constitute the entire agreement between Customer and The Company and it supersedes any other prior agreements or terms and conditions, written or oral, which relates to the subject matter of this Agreement.

Force Majeure: Any failure or delay in the performance of either Party hereto of its obligations hereunder shall not constitute a breach or give rise to any claims for damages if and to the extent it is caused by occurrences beyond the reasonable control of the Party affected including but without limiting the generality, by the foregoing acts of government or governmental authorities, acts of God, fire, flood, explosion, war, riots, civil commotion, storms, earthquakes, accidents, acts of public enemy, rebellion, insurrection, sabotage, epidemic, quarantine, laws, rules, regulations, lawful orders or directives of any government or any states, sub-division, agency or instrumentality thereof or the order of any court of competent jurisdiction (“Force Majeure Event”). The delayed or impeded Party shall be obliged to notify the other Party promptly in writing of the commencement and the end of the Force Majeure Event preventing or impeding the performance of all or parts of its obligations hereunder.

Independent Contractors: This Agreement is on principal-to-principal basis and it shall not create any employer, employee relationship nor shall it be deemed to create any partnership, joint venture between the Parties or their representatives or employees.

No Waiver In case of any party’s failure or delay to enforce a provision under this Agreement shall not constitute a waiver of its right to do so later.

Notices

(a) Notice: All notices required to be served by either of the Parties hereto upon the other shall be deemed to have been duly and effectually served if delivered by hand or addressed by overnight courier at the addresses provided by the Parties and such service shall be deemed to have been effected in the case of delivery by hand, on the date of delivery and in case of delivery by overnight courier, on the date the notice is received by the addressee.

(b) Notices to The Company: Notices to The Company shall be sent at B–18, Infocity–1, Sector–34, Gurugram, Haryana – 122001, India, marked to the attention of the Legal Department at legal@vfirst.com

(c) Notices to Customer: Notices to Customer may be sent to the Address provided by the Customer in the User Subscription Form.

(d) Severability: If any part of this Agreement is rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect. It is further agreed that if any part of the Agreement is determined invalid, the Parties shall negotiate in good faith to a substitute for such invalidated part or portion, a part or portion which is closest to the same and is valid under the applicable laws.

(e) Governing Law: This Agreement shall be interpreted and governed in all respects by the laws applicable in the State of Delhi, India, without any regard to the principle of conflict/choice of laws. The Parties hereby submit to the courts in Delhi for any matters or dispute arising out of this Agreement, which court shall exercise exclusive jurisdiction over the same.

(f) Dispute Resolution: Any dispute arising between the Parties pertaining to this Agreement shall be first endeavored to be resolved amicably between the Parties. In case the Parties fail to resolve such dispute within 30 (thirty) days of the date when referred by either Party to the other Party, the same shall be referred to be resolved through binding Arbitration under the Arbitration and Conciliation Act, 1996, by an Arbitrator appointed with mutual consent of Parties. The proceedings of Arbitration shall be held in Delhi in English language. The award of the Arbitrator shall be final and binding upon the Parties.

The Payment for the Subscription shall be made via Stripe.com. For more information kindly check the following Link:
https://stripe.com/docs/security.

The Company does not store any card or banking details on its Servers.