Terms of Service

Please read these Terms of Service, which set forth the legally binding terms and conditions for your use of the services (the “Services”) offered by asista.com, its network, any associated sub-domains (collectively, the “Site”), and its corporate affiliates and subsidiaries, including but not limited to, Asista Software Solutions Private Limited. (hereby referred to as “ASISTA,” “we,” “us,” or “our”). By using, or registering with the Site or Services in any manner, including, but not restricted to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by these Terms of Service, our Privacy Policy, and all applicable laws and all conditions or policies referenced here (collectively, the “Terms of Service”). Additionally, you also agree that ASISTA may use any information ASISTA obtains about you in accordance with the provisions of the Privacy Policy.

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 You agree that ASISTA reserves the right to modify the functionalities and features of the Services during the Subscription Term. 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.

1.4 You shall not, directly or indirectly, assign all or any your rights under these Terms of Service or delegate performance of your duties under these Terms of Service without our prior written consent. We may, without your consent, assign our agreement with you under these Terms to any third party provided that any such successor agrees to fulfill its obligations pursuant to these Terms of Service.

2. Eligibility

2.1 The Services are available to use only to individuals who are at least 18 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 18 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. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of that organization. ASISTA may, in its sole discretion, refuse to offer the Services to any person or entity, and 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 you submit in relation to establishing a profile or account with ASISTA (“User Information”) or any electronic data, text, messages or other materials submitted to ASISTA or posted on the Sites or the Services, in any form or medium, by you or your customers/clients, including, without limitation, personal data of your clients/customers, submitted by you or your customer/client in connection with the customer’s/client’s use of the Services (“User Data”). You are solely responsible for ensuring that accurate, current and complete information in connection with any User Information or User Data 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 Data to us. You will provide us with true and accurate information and responses in connection with your use of the Services. Asista will not ask for/request your customers for information relating to their health or credit/debit card and Asista is not responsible if your customer uploads credit/debit card or health information on the Asista Platform as the same is not HIPPA or PCI Dss Compliant. You will ensure that the applicable rules relating to privacy are adhered to in respect of the data/information of your customers which is shared with us.

4.2 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):

1. 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;
2. 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;
3. violates any applicable municipal, state or federal law, rule, regulation, or ordinance;
4. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
5. 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;
6. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
7. impersonates any person or entity, including any employee or representative of ASISTA, or misrepresents your affiliation with another person or entity;
8. 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
9. otherwise violates these Terms of Service.4.3 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 Data which you submit or which is otherwise available via the Site or through the Services.

   4.4 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; or (c) respond to claims that any User Data violates the rights of third-parties;

   4.5 You hereby grant to ASISTA a worldwide, non-exclusive, perpetual, royalty-free, sub-licensible, transferable right to use the recommendations, preferences, data, questions, answers, responses, comments, feedback, instructions, ideas, suggestions, query logs, and any other data (other than User Data) relating to the operation, support and/or about your use of the Services, Asista’s websites, APIs, for (a) 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); (b) take whatever other action is required to perform and market the Service. Asista will not share the above data with a third party except to the extent the data is aggregated and anonymized such that you or your customers cannot be identified.

    

   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 shall 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. You agree not to impersonate another person or to select or use a user name or password of another person. 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. ASISTA is not liable to you for unauthorised use of your account or your failure to provide accurate and correct information to ASISTA. You are responsible for violations of these Terms of Service by anyone using your account with your permission or on an unauthorized basis as a result of your failure to use reasonable security precautions.

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 without being liable to you or any third party, 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. Payment of Subscription Charges, Renewals and Termination

7.1 Subscription Charges: All charges associated with your account (“Subscription Charges”) are due in full and payable in advance when You subscribe to the Services.

You are solely responsible for any taxes, duties, levies and related charges, penalties, fines relating to your purchase of the Services.

7.2 Term. These Terms of Service binds you on the date you first accept it and continues for the term opted by you at the time of subscribing for the Services (“Subscription Term”), unless terminated.

7.3 Renewal. We will send you a remainder for renewal at least 45 (forty-five) days in advance of the expiration date of these Terms of Service. The Terms of Service can be renewed upon your payment of the subscription charges for the renewed term.

7.4 Termination. You may terminate these Terms of Service for cause upon 30 (thirty) days written notice to us for material breach of these terms if such breach remains uncured at the expiration of such period.

ASISTA may suspend your access to and use of Sites or the Service if you are in violation of these Terms of Service or if the information/data, representations and warranties provided by you are false, inaccurate or incorrect. ASISTA will notify you of your activities that violate these terms and, its sole discretion, provide you with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If you do not cure or cease such activities within said Cure Period or if ASISTA believes that your breach of these terms cannot be cured, your account shall be terminated. We shall not be liable to you or any other third party for suspension or termination of your account, or access to and use the Service.

7.5 Refunds: All Subscription Charges are non-refundable, unless specifically provided in these Terms of Service. No refunds shall be issued for partial use or non-use of the Service(s) by you provided, however you shall be eligible for a pro-rated refund of the Subscription Charges for the remainder of the Subscription Term if you terminate your Account as a result of a material breach of these terms by us.

7.6 Data Portability and deletion. Your complete data (User Data as well as User Information) may be exported by you at any time while these Terms of Service is in effect, using the standard administrative interface. Upon written request by you

made within 30 (thirty) days after the effective date of termination or expiration of these Terms of Service, we will make your data available to you for export or download. After the said 30-day period, we will have no obligation to maintain or provide your data.

7.7 Surviving Provisions. The sections titled Representations and Warranties, Proprietary & Intellectual Property Rights, Confidentiality, Limitations of Liability, Indemnification, Governing law and jurisdiction, Surviving Provisions and Data Portability and deletion will survive any termination or expiration of these Terms of Service.

8. Links to third-party Content & sites

8.1 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.

9. Proprietary & Intellectual Property Rights

9.1 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.

9.2 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.

9.3 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.

9.4 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..

10. License of user generated content

10.1 ASISTA will not have ownership rights over the User Data or the User Information. You will retain ownership rights to all User Data processed under the terms of this Agreement using the Site or the Services and the or the User Information. However, in order to maintain the functionality and performance of the ASISTA Platform and to facilitate transactions between you and your clients/customers, you hereby grant to ASISTA a worldwide, non-exclusive, perpetual, royalty-free, sub-licensible, transferable right to (and to allow others acting on its behalf to) use the User Data in connection with the Services.

10.2 Your use of the Site or Services confirms your representation and warranty that you possess all necessary legal rights, power and authority to grant to ASISTA the foregoing license.

10.3 You further represent, warrant and agree that the User Data 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.

10.4 User Data is confidential information and Asista will protect the User Data from unauthorized use, access or disclosure in the same manner as Asista protects its own confidential information, but with no less than reasonable care.

 

11. Copyright Infringement

11.1 ASISTA respects the intellectual property rights of others. Accordingly, ASISTA has a policy of removing User Data 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.

 Asista Software Solutions Private Limited,
 Attn: Legal Department,
 No 3, Maruthi Corner, Banaswadi Main Road,
 Banaswadi, Bangalore – 560043
 Karnataka, India
 Email: legal@asista.com
 Telephone: 91-80-41313329

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.

12. Confidentiality

12.1 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.

12.2 “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.

12.3 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.

12.4 In the event you are compelled by law to disclose Confidential Information, you agree to give ASISTA prompt notice of the compelled disclosure. You further agree to give reasonable assistance to ASISTA, to the extent legally permitted, and ASISTA’s cost, in any contest by us to the compelled disclosure.

13. Privacy

13.1 Your privacy is important to us. Please take a moment to review our Privacy Policy. By accessing the Site or Services, you acknowledge that you have read and agreed to our Privacy Policy.

14. Legal Compliance

14.1 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.

15. Contact Information

15.1 All notices, permissions and approvals given under these Terms of Service shall be in writing and shall be deemed to have been provided upon: (a) personal delivery, (b) the second business day after domestic mailing, or (c) one day after receipt of an email sent to the email address of notice, or (d) one week after international mailing. All notices to us shall be addressed to:

 Asista Software Solutions Private Limited,
 Attn: Legal Department,
 No 3, Maruthi Corner, Banaswadi Main Road,
 Banaswadi, Bangalore – 560043
 Karnataka, India
 Email: legal@asista.com
 Telephone: 91-80-41313329

15.2 All notices to you shall be addressed to you at the contact mailing address provided by you while subscribing to the Service; or (ii) electronic mail to the e-mail address provided for your account.

16. Integration and Severability

16.1 These Terms of Service, including the Privacy Policy (and any further rules, policies or guidelines incorporated by reference) together with any additional terms to which you agree when using particular elements of the Site, constitute the entire agreement between you and ASISTA with respect to the subject matter hereof, superseding any prior or contemporaneous agreements, communications, proposals and negotiations (whether oral, written or electronic) between you and ASISTA with respect to the Site and Services.

16.2 If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

 

17. Interpretation

17.1 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.

18. Modifications

18.1 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.

19. Access To And Use Of The Services

19.1 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 these Terms of Service, you have the limited right to access and use the Services that come under the Service Plan(s) for your internal business process. If your affiliate enters into a Service Order Form, that affiliate may receive the Services covered by these Terms of Service. Such affiliate’s compliance with the Terms of Service will be the sole responsibility of the affiliate.

19.2 Our obligations with regard to the Services covered in these Terms of Service include: (a) ensuring that the Services are available to you on completion of applicable Order Forms and acceptance of these Terms of Service; (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 or circumstances ment

reasonable efforts, to schedule planned downtime for weekends (Indian Standard Time) and other off-peak hours.

19.3 There could be times where you will not be able to connect to or use our Services. Such downtime events may include the following:

1. 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.

2. Unavailability of the Services due to unavoidable circumstances that are completely beyond our control, 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).

In no event will you be entitled to a refund or will ASISTA be liable to you for any refund, credit or compensation or in other any manner in the above circumstances.

19.4 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.

19.5 Problems caused by or arising from the following will not be subject to ASISTA’s obligation to provide standard support services:

a) failure of server hardware or equipment not owned or directly controlled by ASISTA;

b) failure of telecommunications or internet hardware or equipment not owned or directly controlled by ASISTA;

c) failure resulting from errors made by your system administrator;

d) irreversible destruction of data caused by direct actions taken by you;

e) force majeure.

19.6 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.

19.7 You agree that by complying with these and other terms set forth in these Terms of Service, 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 shall 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. You shall not use, or encourage, promote, facilitate or instruct others to use, the Service or Site for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. You may not use the Service to violate the security or integrity of any network, computer or communications system, software application, or network or computing device. 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 of ASISTA or a third party or for any illegal, fraudulent or unlawful acts leaves you open to legal action by us or anyone affected by such use. Additionally, we also reserve the right to suspend your access to the Account and Services if any of these clauses are infringed upon.

19.8 You also agree that you may not use the Services if 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. ASISTA reserves the right to terminate your access to the Account and Services if this clause is infringed upon.

19.9 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.

19.10 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 these Terms of Service’s terms and conditions, restrictions, trial periods, reservations of rights and your obligations, despite not being considered as regular Services detailed in these Terms of Service. 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.

Any beta service is provided “as is” without any warranties of any kind, whether express, implied, statutory, or otherwise. ASISTA specifically disclaims all implied warranties of merchantability, noninfringement and fitness for a particular purpose with regard to any beta service. Notwithstanding anything to the contrary in these Terms of Service, in no event will ASISTA be liable to you or any third party for any damages or liability related to, arising out of, or caused by any beta services and/or any modification, suspension, or termination thereof.

19.10 You are solely responsible for the preservation of your data which you may save onto the virtual server. To the extent permitted by applicable law, ASISTA shall have no responsibility to preserve data. ASISTA shall have no liability for any data that may be lost, or unrecoverable, by reason of your failure to backup its data or for any other reason.

20. Disclaimer and Limitations of Liability

20.1 Disclaimers. Except as expressly provided herein, our software product, any third party software, or the Service is provided “as is” and ASISTA does not make any warranty of any kind, whether or not express, implied, statutory nor otherwise, and specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. ASISTA disclaims all liability and indemnification obligations for any harm or damages caused by any third-party software or hosting providers. ASISTA makes no representation and warranty whatsoever with respect to third party software incorporated into the software product.

You acknowledge that ASISTA does not warrant that the Service(s) or websites will be uninterrupted, timely, secure or error-free and you further acknowledge that ASISTA does not warrant that the access to the Service(s), which is provided over Internet and various telecommunications networks, all of which are beyond ASISTA’s control, will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software.

20.2 ASISTA, our directors, affiliates, officers, employees, agents, licensors or suppliers shall 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, 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.

20.3 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.

20.4 Any claims against ASISTA will be against ASISTA alone, and not against any of its agents, directors, representatives, officers, employees or associated entities.

 

21. Indemnification

21.1 Indemnification by you: You agree that you will be responsible for your use of the Services, and if you harm someone or get in a dispute with someone else, we will not be involved. You agree to defend and indemnify ASISTA and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every third-party claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms of Service, any representation, warranty, or agreement referenced in these Terms of Service, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.

21.2 Our Indemnification of you. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that your use of the Services in accordance with these Terms of Service infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of such a claim against you, or for amounts paid by you under a settlement approved by us in writing of such a claim, provided you (a) promptly give us written notice of such a claim, (b) give us sole control of the defense and settlement of such a claim, except that we may not choose to settle any such claim unless it unconditionally releases you of all liability, and (c) give us all reasonable assistance, at our expense.

If we receive information about an infringement or misappropriation claim related to the Services, we may choose, in our discretion and at no cost to you, to (a) modify the Services so that it no longer infringes or misappropriates, (b) obtain a license to allow for your continued use of the Services in accordance with these Terms of Service, or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by us, terminate your subscription to the Service and repay you, on a pro-rated basis, any Subscription Charges you have previously paid us for the corresponding unused portion of the Subscription Term.

 

22. Governing law and jurisdiction

22.1 These Terms of Service shall be governed by the laws of India. The courts of Bangalore, Karnataka, India shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms of Service.

23. Service Level Agreement

23.1 You can find our Service Level Agreement in the following link:
Asista Service Level Agreement