1. Acceptance of terms
1.1 The Services are offered subject to acceptance of all of the terms and conditions contained in these Terms of Service and all other operating rules, policies, and procedures that may be published on the Site by ASISTA, which are incorporated by reference, including operating rules, policies and procedures of third party services providers to the Site that are referenced herein. These Terms of Service apply to every user of the Services ("User"). In addition, some Services offered through the Site may be subject to additional terms and conditions adopted by ASISTA. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
1.2 ASISTA reserves the right, in its sole discretion, to modify or replace these Terms of Service from time to time by posting the updated terms on the Site. It is your responsibility to check the Terms of Service periodically for changes. If you login to the Site after a change to these Terms of Service, ASISTA will advise you that there have been changes or you shall get formal Email notification about change in Terms of Service. If you object to any such changes, your sole recourse will be to cease using the Site and the Services. Your continued use of the Services following the posting of any changes to the Terms of Service will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
1.3 ASISTA reserves the right to change, suspend or discontinue the Services (including, but not limited to, the availability of any feature, database, or content) at any time for any reason. ASISTA may also impose limits on certain features and Services or restrict your access to parts of or the entire Site without notice and without liability.
2.1 The Services are available to use only to individuals who are at least 14 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 14 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. if you are using ASISTA as an agent, abiding to the minimum legal working age requirement and the rules set by the labour laws in your country or jurisdiction is a must. ASISTA reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided. ASISTA may change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
3. The ASISTA Platform
3.1 ASISTA offers Users access to and use of a sophisticated electronic platform (the "ASISTA Platform") that connects businesses and internal and external parties ("Clients") through a sophisticated support portal that provides a customizable workflow interface to improve support efficiency.
3.2 ASISTA’s role with respect to the ASISTA Platform and related services consists solely of facilitating access to and use of the ASISTA Platform for Users. ASISTA is not a party to any interactions or transactions between Users and Clients, except to the extent that it provides a software platform that facilitate these interactions.
4. User Information & User Generated Content
4.1 You acknowledge that ASISTA has no obligation to pre-screen or validate information that Users submit in relation to establishing a profile or account with ASISTA ("User Information") or any content submitted to ASISTA or posted on the Sites or the Services, in any form or medium, by Users, including, without limitation, comments, reviews, recommendations, preferences, data, questions, answers, responses, comments, feedback, instructions, qualification tests, proposals, ideas, suggestions, creative content, copy, phrases, text, logos, symbols, designs and images ("User Generated Content"). You are solely responsible for providing accurate, current and complete information in connection with any User Information or User Generated Content that you publish to the Site or make available through the Services, and you represent and warrant that you have all necessary rights to submit such User information or User Generated Content to us.
- You agree that you are prohibited from uploading, posting, transmitting, or otherwise making available ("Submitting") any User Information or User Generated Content that (when used as contemplated by the Services):
- violates or infringes any right of ASISTA or any third party, including without limitation any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, invasive of another’s privacy, or promotes discrimination or harm against any individual or group in any way;
- violates any applicable municipal, state or federal law, rule, regulation, or ordinance;
- constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
- contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ASISTA or any third party;
- is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- impersonates any person or entity, including any employee or representative of ASISTA, or misrepresents your affiliation with another person or entity;
- contains personally identifiable information of others, including, but not limited to, last names, physical or email addresses, User ID’s or phone numbers when you should reasonably believe that such information is not intended to be publicized; or
- otherwise violates these Terms of Service.
- You acknowledge and agree that ASISTA has the right, at any time and without prior notice, to refuse, remove or disable any User Information or User Generated Content which you submit or which is otherwise available via the Site or through the Services.
- You acknowledge and agree that ASISTA may preserve User Information and may also disclose User Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any User Generated Content violates the rights of third-parties; or (d) protect the rights, property or personal safety of ASISTA, its owners, its users or the public.
5. Representation & Warraties
5.1 As a User of the Site or the Services, you represent and warrant that:
- your acceptance of these Terms of Service and of any Assignments will not violate any other agreement to which you are a party;
- you will only use the Site and Services for their intended functions and not for unlawful or unauthorized purposes;
- you will treat the personal information of other Users as confidential, and will not collect, store, or modify such information;
- you will not reproduce, duplicate or copy, or exploit any other portion of the Site or the Services other than as permitted herein or with the express written permission of ASISTA;
- you will not falsely imply that some other site is associated with ASISTA, the Site or the Services;
- you will not directly or indirectly solicit any Users by using or facilitating the use of any other similar platform;
- during the period in which you are a User, and for a period of two years afterwards, you will not contact or solicit any User for the purpose of circumventing the ASISTA Platform; and
- you will not use auto-refresh browser extensions or scripts when accessing any portion of the Site or the Services other than what comes with the ASISTA site;
5.2 Without limiting any of the above representations or warranties, ASISTA has the right, but not the obligation, to terminate or deny access to and use of the Site or Services to any individual or entity for any reason, in ASISTA’s sole discretion.
6. User Accounts
6.1 Certain portions of the Site and/or Services may be accessible only to Users with a registered account. If you are a User with a registered account, you may not authorize, permit or otherwise allow any third party to access and/or use your username, password or account on your behalf. You also may not assign or otherwise transfer your account to any other person or entity. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. You agree to notify us immediately of any unauthorized use of your username, password or account. If, notwithstanding the foregoing obligation, you allow another party to use your account, you will be responsible for all use by the party using your account.
6.2 ASISTA may, in its sole discretion, terminate or suspend your account and/or your access to, and/or use of, the Site or Services, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that if your authorization to access the Site is terminated, you will not thereafter access, or attempt to access, the Site, directly or indirectly.
7. Links to third-party Content & sites
7.1 The Site and Services may provide links to content (including images, pictures, text, graphics, designs, audio, music, video, sound, software and applications) or websites ("Third Party Sites"). ASISTA does not control these Third Party Sites, and therefore our Terms of Service do not apply to such sites. Before using, browsing or accessing these Third Party Sites, you should take the time to familiarize yourself with their Terms of Service. We do not monitor, read, check for accuracy, appropriateness or completeness of, endorse, or approve any Third Party Site, and are therefore not responsible for any content outside of the Sites.
8. Proprietary & Intellectual Property Rights
8.1 The Site and Services, including the ASISTA Platform, are proprietary property of ASISTA. ASISTA has sole and exclusive ownership of all content and intellectual property rights related to such property. Accordingly, you agree that:
- you will not, directly or indirectly, use, copy, reproduce, publicly display, transmit, redistribute, republish or sell any content found on the Site or made available through the Services, in whole or in part, without prior written consent from ASISTA;
- you will not, directly or indirectly, decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Services, including content on the ASISTA Platform, except to the extent applicable laws specifically prohibit such restriction;
- you will not modify, translate, or otherwise create derivative works of any part of the Site or Services; and that ASISTA, and any other associated ASISTA graphics, logos, designs, page designs, page headers, buttons, icons, scripts and service names that are used to represent the Site or Services rendered by ASISTA are registered trademarks, trademarks and/or service marks or trade dress of ASISTA in India and/or other countries. These trademarks and trade dress may not be copied or imitated, in whole or in part, without the prior written consent of ASISTA.
8.2 Subject to your acceptance of and compliance with these Terms of Service, ASISTA grants a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Site, Services, and ASISTA Platform to the extent that you are authorized and eligible to do so under these Terms of Service. This license is revocable by ASISTA at anytime without notice and with or without cause. All rights not expressly granted to you in these Terms of Service or any applicable policies adopted by ASISTA relating to its Services are reserved and retained by ASISTA or its licensors.
8.3 If you choose to provide technical, business or other feedback to ASISTA concerning the Site or the Services (collectively, "Feedback"), ASISTA will be free to use, disclose, reproduce, license or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by ASISTA of Feedback into any of its products or services does not grant you any proprietary rights therein.
8.4 Unless You notify Us otherwise by an e-mail or letter, You agree to grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to personalize our Services for you, identify You as Our customer on Our Websites and/or marketing collateral.9. License of user generated content
9.1 ASISTA will not have ownership rights over your User Generated Content. However, ASISTA needs the following license for maintaining the functionality and performance of the ASISTA Platform and to facilitate transactions between you and other Users. By submitting User Generated Content to the Site or Services, you hereby grant to ASISTA a worldwide, non-exclusive, perpetual, royalty-free, sublicensible, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute and otherwise fully exploit your User Generated Content in connection with (a) the Services, (b) ASISTA’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; and (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Generated Content, subject to confidentiality obligations of the form provided in these Terms of Service. The foregoing license grant to ASISTA does not affect your other ownership in or rights to otherwise license your User Generated Content, including the right to grant additional licenses to it, so long as any future licenses are subject to this license grant to ASISTA.
9.2 Your use of the Site or Services to generate, submit and/or post User Generated Content confirms your representation and warranty that you possess all necessary legal rights, power and authority to grant to ASISTA the foregoing license.
9.3 You further represent, warrant and agree that the User Generated Content you Submit will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, and will not contain false, intentionally misleading, libellous, defamatory or otherwise unlawful statements.
10. Copyright Infringement
10.1 ASISTA respects the intellectual property rights of others. Accordingly, ASISTA has a policy of removing User Generated Content that violates copyright law, and, in appropriate circumstances, suspending access to the ASISTA Platform (or any portion thereof) to any User who uses the ASISTA Platform in violation of copyright law, and/or terminating the account of any User who uses the ASISTA Platform in violation of copyright law. If you believe your copyright is being infringed by a User of the ASISTA Platform, please provide written notice to the following ASISTA agent for notice of claims of copyright infringement.
Cherrylabs Technology Private Limited,
Attn: Legal Department,
No 3, Maruthi Corner, Banaswadi Main Road,
Banaswadi, Bangalore - 560043
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow ASISTA to locate that material; (d) contain adequate information by which ASISTA can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
11.1 You agree that, except as expressly authorized in writing by ASISTA, you (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in these Terms of Service or directed by ASISTA; (b) will effect and maintain adequate security measures to safeguard the Confidential Information from unauthorized access, use and/or misappropriation; and (c) will not disclose or publish any Confidential Information to any third party without first obtaining ASISTA’s express written consent on a case-by-case basis.
11.2 "Confidential Information" means all information related to ASISTA’s business, including (i) details about the ASISTA Platform, Site and Services; (ii) project information, instructions, input data, style guides and third party information relating to ASISTA workflow; (iii) trade secrets, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (iv) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and (v) information designated by ASISTA, in writing, as Confidential Information.
11.3 Notwithstanding the foregoing, it is understood that you are free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of these Terms of Service, and your own skill, knowledge, know-how and experience. Confidential Information does not include information that was known to you prior to ASISTA’s disclosure hereunder (and can be demonstrated by written proof) or that becomes publicly available through no fault of you.
13. Legal Compliance
13.1 You must abide by all applicable laws in using the ASISTA Platform. You may not use in any way the Site or Services, including the ASISTA Platform, in violation of any applicable law, nor require a User to violate any applicable law or agreement.
14. Contact Information
14.1 If you have any questions or need further information as to the Sites or Service(s) provided by ASISTA, or you need to notify ASISTA as to any legal matters relating to the Sites or Service(s), please contact ASISTA at:
Cherrylabs Technology Private Limited,
Attn: Legal Department,
No 3, Maruthi Corner, Banaswadi Main Road,
Banaswadi, Bangalore - 560043
15. Integration and Severability
16.1 The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Terms defined in the singular have a comparable meaning when used in the plural and vice versa. Defined terms used in different grammatical forms also have a comparable meaning. When used in the Assignment Agreement, "including" means "including without limitation." Additionally, "by means of the ASISTA Platform" refers to use of the ASISTA Platform to accomplish a given task in accordance with any applicable procedures or instructions provided on the Site or ASISTA Platform.
17.1 ASISTA may make modifications, additions, or deletions to these Terms of Service at any time. Such changes are effective as of the time when ASISTA posts a reasonably visible and accessible notification on the Site that indicates a change to the Terms of Service, or upon acceptance/opt-in by you through email or the Platform user interface, whichever occurs first.
18. Access To And Use Of The Services
18.1 In line with the Subscription Term that you have agreed upon with ASISTA, which is subject to compliance by you, Agents and End-Users with this Agreement, you have the limited right to access and use the Services that come under the Service Plan(s) for your internal business process. If an Affiliate enters into a Service Order Form, that Affiliate may receive the Services covered by this Agreement. Any such Service Agreement will bind the Affiliate to these terms similar to obligations pertaining to an original party. An Affiliate’s compliance with the Agreement will be the sole responsibility of its Subscriber. Additionally, You agree that ASISTA reserves the right to modify the functionalities and features of the Services during the Subscription Term.
18.2 Our obligations with regard to the Services covered in this Agreement include: (a) ensuring that the Services are available to You on completion of applicable Order Forms and this Agreement; (b) provision of standard support as applicable for Services opted for, without additional charges, including upgraded support if purchased and detailed Site Documentation; (c) ensuring, in all reasonableness, service up-time of 24/7 with the exception of technical, environmental or logistical circumstances beyond our control; and (d) using commercially reasonable efforts, to schedule Planned Downtime for weekends (Indian Standard Time) and other off-peak hours.
18.3 There could be times where you will not be able to connect to or use our Services. Such downtime events may include the following:
- Planned downtime for upgrades and maintenance of the Services, for which we will notify you well in advance using commercially available resources at our disposal at the given time.
- Unavailability of the Services due to unavoidable circumstances that are completely beyond our jurisdiction, such as, but not limited to, natural disasters, governmental actions, terrorism or civil unrest, technical failures (includes without limitation, no access to internet), or attacks by third parties (includes without limitation, distributed denial of service attacks).
18.4 The responsibility of securing and maintaining network systems that help you connect to the Services lies completely on you. Additionally, access to and use of the Services may need you to utilize or maintain particular browser software, security certifications and other standards that supports conventions used by the Services. It is not our responsibility to notify You, End-Users or Agents of any fixes, enhancements or maintenance to be done to these software, services or telecommunication facilities that are not owned or controlled by us, nor are we responsible for their performance.
18.5 A single Account and associated Services may be used to support not more than one non-Affiliate third party for customer service or any outsourced business process services.
18.6 You agree that by complying with these and other terms set forth in this Agreement, you shall not resell, sub-license, rent, lease, transfer, distribute, license or in any way exploit the Services for personal gain, unless explicitly authorized by us in writing to do so. You may also not modify, reverse-engineer or hack the Services to gain access to code, networks or systems, nor may you falsely imply association with ASISTA other than that specifically agreed upon. Using the Services to send unsolicited messages, transmit viruses, Trojans or malware, or using the Services in a way that infringes on personal, intellectual property or legal rights leaves you open to legal action by us or anyone affected by such use. Additionally, we also reserve the right to temporarily suspend Your access to the Account and Services if any of these clauses are infringed upon, with reasonable discretion.
18.7 You also agree that you may not use the Services is you are a direct competitor of ASISTA and its associated partners, unless you have received prior written consent. Additionally, none of the Services may be accessed in order to monitor performance, functionality or features for competitive purposes.
18.8 On registering for a free trial of our Services, such a trial will be available free of cost to you until (a) the end of the explicitly-mentioned trial period, (b) the start of any Subscription you may purchase before the expiration of the trial period, or (c) we decide to terminate the trial based on our sole discretion. All configurations and customization you make during your free trial will expire and be lost unless a Subscription is purchased for the same trial or Service data is exported before the trial ends.
18.9 We periodically make Beta Services available at no extra cost. If you choose to try such Beta Services, this will be at your sole discretion and risk. We do not support Beta Services as these are meant merely for evaluation purposes and not for production use. However, these Beta Services will also be covered by this Agreement's terms and conditions, restrictions, trial periods, reservations of rights and your obligations, despite not being considered as regular Services detailed in this Agreement. We may choose to discontinue our Beta Services at our sole discretion and will bear no liability for any damage caused from your use of them, thereof.
19. Limitations of Liability
19.1 ASISTA, our directors, affiliates, officers, employees, agents, licencors or suppliers may not be liable for any damages, either indirect, incidental, punitive, special, cover or consequential, to the fullest extent permitted by applicable law. This includes, but is not restricted to, lost revenue, lost sales, damages for lost profits, lost goodwill, impact on business, loss of content, loss of business opportunity, business interruption or loss of anticipated savings, irrespective of however it is caused. This also applies if we have been advised of the possibility of such damages or could have foreseen such damages, such as through Torts, Warranties, Contracts or any other theory of liability. Our liability to you is limited to either (a) 12 months of Subscription charges related to the claim, or (b) the subscription charges already paid by you prior to the first event for which the claim is made, whichever is lower. These limitations will apply even if the compensation received does not fully cover your losses or fails its essential purpose.
19.2 If you live in a jurisdiction that does not recognize the exclusion of implied warranties or limitation of liability for consequential or incidental damage, ASISTA's liability will be limited to the maximum extent allowed by law.
19.3 Any claims against ASISTA will be against ASISTA alone, and not against any of its agents, directors, representatives, officers, employees or associated entities.