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SUBSCRIPTION AGREEMENT TERMS

This website, mobile application(s), or any other storage/transmitting device associated with the URL Darwinbox – HR Software | New-Age HR Management Software (“Website”), is operated by Darwinbox Technologies (DIFC) Ltd. (“Dbox”, “we”, “us” or “our”). By availing the services or by registering with us or by accepting this Agreement, now or in the future, you being the person or entity subscribing to the Services(as defined below) (“Subscriber” or “Customer” “you”, “your” or “yourself”) signify that you agree to these Terms of the Agreement. User means every employee (part time or full time)/representative/consultants/interns of the Customer/Subscriber who uses the Service through User Logins issued under this Agreement. (“User”). The Services (as defined below) give you the ability to access and use Human Resource Management Solutions (HRMS) on the Platform. Dbox may, in its sole discretion, change any aspect of the Services or discontinue any of the Services without notice.

The Website and Application are hereinafter collectively referred to as (“Platform”). These Terms of Use (“Terms Of Use”) constitute a binding legal agreement between you (either as an individual or entity as applicable) and Dbox for accessing and using the Platform and Services made available through the Platform.

1.

Eligibility

You hereby represent and warrant that (a) you are competent to enter into a valid binding contract in accordance with the applicable laws; (b) you have the requisite rights to enter into this agreement. If you are using any Service as an employee, agent, or contractor of a corporation, or any other entity, you represent and warrant that you have the requisite legal authority and consent of the person on whose behalf you are entering into this agreement.

Use of Dbox Platform, Website or Services

2.

Dbox makes various services available on the Platform only for Subscribers with a bona fide intent to avail use Human Resource Management Cloud Solutions (“HRMS”) offered on the Platform (“Services”) on an “as is” and “as available” basis. Services on the Platform shall not be used for any other purpose. Dbox grants to you a personal, limited, revocable, non-assignable, non-transferable and non-sublicensable license to access the Platform and Services in the relevant territory where you have registered on the Platform for the Purpose, provided that you are at all times in compliance with these Terms of Use.

You represent, warrant and covenant that your access to and usage of the Platform shall not be done in a manner so as to:

  • Violate any applicable local, provincial, state, national or international law, statute, ordinance, rule or regulation;
  • Reproduce, copy, modify, sell, store, distribute or otherwise exploit for any commercial purposes the Platform or Services, or any component thereof (including, but not limited to any materials or information accessible through the Platform);
  • Constitute an act of reverse engineering, decompile or introduce software viruses, worms or other harmful computer codes, files, scripts or programs or otherwise attempt to derive the source code for the Platform;
  • Use the Platform for hosting, modifying, uploading, posting, transmitting any material or information that is grossly harmful, harassing, invasive of another’s privacy, hateful, disparaging or unlawful, or which may be harmful, threatening, abusive, defamatory, libelous, obscene, or discriminating.
  • Use automated means to crawl the Platform and to scrape content from the Platform. Dbox uses technological means to exclude robots etc. from crawling and scraping content from the Platform. You undertake not to circumvent any of these methods;
  • Use the Platform in any manner that interferes with or disrupts the integrity, security or performance of the Platform, its components and the data contained therein;
  • Use the Platform for any form of competitive or benchmarking purposes;
  • Attempt or breach security or authentication measures without proper authorization;
  • Impersonate any other person or entity, or make any misrepresentation as to your association or affiliation with any other person or entity;
  • Attempt to gain unauthorized access to the Platform (including features and functionality) or its related systems or network.

Customer Data

3.

You are solely responsible for providing true and correct data about yourself (“Customer Data”). By uploading, transmitting Customer Data via the Service, it grants Dbox the royalty-free, revocable, sublicensable, non-exclusive license to access, use, store, capture, maintain, transmit and display such Customer Data in whole or in part via the Service in connection with Dbox’s provision of Services to the Customer. Customer understands and agrees that the customer data will be hosted in India. You are fully responsible for the accuracy and correctness of the Customer Data with respect to your account on the Platform and any other actions taken in connection with the Platform from your account. It is presumed that all activity taking place from your account on the Platform are occurring with your knowledge and consent. The Customer acknowledges and agrees that the Customer Data shall be hosted from Dubai.

4.

Embedded Applications

The Customer acknowledges that the Software has or may have in the future, licensed third party applications embedded in it. The Customer hereby acknowledges and agrees the Dbox shall have a right to offer or license all or certain of such third-party applications embedded within the Software subject to adherence to similar confidentiality obligations and security standards that are no less stringent than those set-forth herein in this Agreement.

5.

Payment Terms

Subject to the payments received by Dbox from the Customer (“Subscription Fees”), Dbox shall provide Services as described in the Order Form. Dbox shall raise invoices for payment of Subscription Fees as set out on the Platform with respect to the relevant Services as subscribed to by the Customer under the Order Form. Invoices raised by Dbox shall contain such particulars as prescribed under the applicable tax laws, thereunder, as amended from time to time for the Subscription Fees payable by you. You shall pay the amount mentioned in the invoices within the credit period as mentioned in the order form from the date of receipt of an invoice from Dbox.

In the event of failure on your part to make payments in a timely manner, Dbox shall suspend the services temporarily and an interest of 1.5% on the total outstanding amount payable to Dbox shall be levied on the Customer until realization of the same.

6.

Proprietary Rights

Dbox shall retain all right, title and interest in and to the Software (including upgrades, enhancements), Website, Application any hardware, data, tools, techniques, features, or other materials that it uses or develops in connection with its provision of the Services, subject to subscriber’s rights to the subscriber data (the “Dbox Materials”). Except as expressly stated herein, these Terms of Use do not grant any additional rights or licenses to the Subscriber in the Platform or in any intellectual property rights of Dbox. The Subscriber agrees and acknowledges that unless as provided herein, any other use of the Platform shall constitute a material breach of these Terms and an infringement under applicable laws. Such material breach or infringement shall cause Dbox irreparable loss and damage. Therefore, in addition to and without limitation to the rights provided herein under these Terms, Dbox shall have the right to recover damages and injunctive relief under applicable laws.

Subject to the confidentiality obligations set forth below, Dbox shall have a right to use subscriber data in an anonymized, aggregated and statistical manner, which is derived from the use Services by the Subscriber to help Dbox to evolve its Services from time to time.

7.

Confidentiality and Information Security

The Subscriber and Dbox agree that any information received by one party from the other shall be treated as confidential. It is therefore agreed that any information received by one party from the other, which is either clearly designated in writing as “Confidential” at the time of transfer of the information or, which by the very nature of it is deemed confidential, shall not be disclosed by either party to any third party and shall not be used by either party for purposes other than those contemplated under these Terms during the Subscription Term. Dbox hereby undertakes to (i) keep the Information received from the Subcriber secure; (ii) comply with applicable data protection laws.

8.

Representations, Warranties and Disclaimers

Each party represents and warrants to the other party that it is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority, and is duly authorized, to enter into the Agreement and to carry out the provisions thereof.

Darwinbox Warranty

8.1

Dbox represents and warrants that (i) Dbox shall at all times perform the Services in accordance with all laws, rules, regulation applicable to it and its business, (ii) the Software, Website, Application or Service, to the best of its knowledge, do not violate any proprietary and intellectual property rights of any third party, (iii) it will not knowingly introduce any virus or other harmful computer code, trojan horses, files, scripts, or agents into the Software.

Disclaimer of Warranty

8.2

Subscriber understands and agrees that the use of the Platform is at Subscriber’s sole risk and the Subscriber’s use of the software, website, application and services is on an “as is”, “as available” basis. Subscriber shall use commercially reasonable efforts to maintain performance of the software, website, application and services; however except as otherwise provided, Dbox makes no warranty and specifically disclaims warranties with respect to the software, website, application, including warranties of future noninfringement, merchantability or fitness for a particular purpose. Dbox does not warrant that the software, website, application and services (or any of them) will be uninterrupted, error-free, or completely secure. No advice or information obtained by Subscriber from Dbox or from any third party shall create any warranty not expressly stated in this agreement. The foregoing exclusions and limitations shall apply to the maximum extent permitted by applicable law, even if remedy fails its essential purpose.

9.

Indemnity and Liability

Both Parties agrees to defend, indemnify, and hold the other Party, its officers, directors, employees, and agents harmless from and against all damages, costs, liabilities, expenses (including reasonable attorney’s fees) incurred in connection with any suit, claim, or action by any third party (a “Claim”), if arises out of gross negligence or willful misconduct of respective Party’s obligations under this Agreement.

In no event will either party be liable for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind and however caused or for any business interruption or loss of profits, data, business opportunities, or goodwill arising hereunder even if notified of the possibility of such damage. However, Subscriber’s payment obligations under the Agreement shall not be considered Dbox’s lost profits.

Subject to the foregoing, in any event, Dbox maximum liability, in the aggregate, shall not exceed the amount of Fee paid by Customer for a period of 3 (Three) months immediately preceding such Claim. It is clarified that the outstanding/pending payments from the Subscriber shall not fall within the liability cap.

10.

Term and Termination

The term of this Agreement shall commence on the Effective Date and shall thereafter continue for a, unless terminated in accordance with the provisions of this duration of period of three years (“Initial Term”). Prior to expiry of the Initial Term, the Parties shall mutually agree in writing the duration of the renewal term and the revised commercial terms.

Termination

10.1

  • Either Party may terminate this Agreement by providing a 30 (thirty) days’ prior written notice to the other Party, if (i) the other Party is in breach of any terms and conditions and does not cure such breach within 30 (thirty) days after receipt of written notice of such breach; or (ii) the other Party (a) becomes insolvent; (b) bankrupt; (d) is dissolved or liquidated. Except where the termination is triggered due to breach by Dbox, the Customer is liable to pay the Fee for the balance Initial Term, considering the discount if any given was not applicable.

  • Either Party can terminate this Agreement, for convenience, by providing the other Party a prior written notice of 90 (Ninety) days, after the expiry of Initial Term.

Consequences of Termination

10.2

Upon termination of this Agreement, each Party will promptly return to the other Party or at other Party’s request delete or purge all copies of the documentation (emails exempted), Customer Data within 30 (thirty) days, and will certify the same in writing. Termination of this Agreement will not relieve the Customer from making payments which may be owing to Dbox under this Agreement.

11.

Governing Law and Dispute Resolution

This agreement will be governed by the laws of Dubai International Financial Centre (DIFC). In the event of disputes, differences or controversies between the Parties hereto arising out of this Agreement or any rights or obligations arising hereunder, the same shall be resolved by mutual discussions and negotiations, failing which the dispute will be settled by way of arbitration adjudicated by a sole arbitrator mutually appointed by the Parties under Dubai International Arbitration Centre (DIAC) rules of arbitration. Venue of arbitration will be the premises of Dubai International Arbitration Centre and the language of the proceedings will be English. The arbitration award will be final and binding.

12.

Feedback

Any feedback, suggestions, information, or materials conveyed to Dbox by Customer or its Users in connection with the Services shall be collectively deemed (“Feedback”). Dbox desires to take periodic Feedback from the Customer and its Users to improve the product functionalities so that Dbox can enhance and provide better services to the Customer and its Users. Further there is no compulsion to provide Feedback, as the Customer and its Users are at free-will to give their Feedback. Dbox may retain and freely use such feedback without restriction.

13.

Use of Marks

Customer hereby grants to Dbox a non-exclusive, non-transferable, limited permission to use its trademarks, trade names, logos, or markings collectively (“Marks”), during the term of this Agreement, (i) for performing the obligations under this Agreement; (ii) listing the Customer name or logo under Dbox’s client list on website or brochures or bid documentation.

14.

Miscellaneous

  • Assignment: Either Party may transfer and assign this Agreement to a successor-in-interest acquiring all or substantially all its assets or operations, other than a direct competitor of Dbox, upon 30 (thirty) days advance written notice to the other Party. Except for this, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party (which cannot be unreasonably withheld), and any assignment or transfer in violation of this provision is void.
  • Force Majeure: Neither Party shall be liable to the other for any delay or failure to perform its obligations hereunder, if such delay is due to any cause(s) including but are not limited to, acts of God, strikes, lockouts, riots, government restrictions, sanctions, wars, terrorism, insurrections, civil disturbances, pandemics,  epidemics, earthquake, weather, fire, explosions, and/or any other cause beyond the reasonable control of the Party whose performance is affected. A prompt written notice of the ‘Force Majeure Event’ shall be provided by the delayed Party. If such an event lasts more than 30 days, then the other Party reserves the right to immediately terminate this Agreement by giving written notice to the delayed Party.
  • Severability: In the event any provision of this Agreement shall be void or unenforceable for any reason, such provision shall be considered void and not affect the remaining provisions of the Agreement. To the extent commercially possible, shall be replaced by a similar provision which is not void.
  • Amendments: This Agreement shall not be modified except by a written amendment signed by an authorized representative of both the Parties.
  • Entire Agreement: This Agreement along with the Order Form constitutes the complete understanding and forms the entire agreement between the parties and supersedes all prior and contemporaneous agreements between the parties, whether oral or written.
  • The terms of this Agreement shall be an integral part of the Order Form executed by the Parties (either physically or digitally) in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement and shall be legally binding on the Parties.. Digital or electronic signatures complying with the applicable laws shall be deemed original signatures for purposes of this Agreement.

©2024 Darwinbox Technologies (DIFC) Ltd.

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