TERMS AND CONDITIONS
These Terms and Conditions (“Agreement”) are a legal agreement between you (“You” or “Your”) and Genpact International, Inc. on behalf of itself and its affiliates, a Delaware corporation located at 1155 Avenue of the Americas 4th Fl, New York, NY 10036 (“Licensor”). This solution, including products, services, any mobile applications and any related web-based dashboards or webpages (collectively, the “Product”). The Product is licensed, not sold, to You for use only under the terms of this Agreement, unless accompanied by a separate agreement expressly superseding this Agreement signed by both parties, in which case the terms of that separate agreement will govern. Licensor reserves all rights not expressly granted to You hereunder. The Product(s) that are subject to this license and this Agreement are collectively referred to as the "Licensed Product."This Agreement shall govern and control any future updates, modifications, or enhancements made to the Licensed Product. Licensor reserves the right to change this Agreement at any time and You agree that Licensor may notify you about changes to this Agreement by posting them on or within the applicable Licensed Product, therefore, you should review this Agreement and any updated Agreement(s) before using the Licensed Product as this Agreement (and any updates) will become effective from as of the time of such posting.
3.Your Representations and Warranties to Licensor. For information including photographs that You provide through or to the License Product, You represent and warrant that: (i) You own the information posted or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the posting and use of the information on or through the Licensed Product does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) You agree to pay for all royalties, fees, and any other monies owed by reason of such information being submitted through or to the Licensed Product, if applicable; and (iv) You have the legal right and capacity to enter into this Agreement in your jurisdiction.
YOU UNDERSTAND THAT TEXT AND / OR DATA RATES MAY APPLY FROM YOUR MOBILE SERVICE PROVIDER FOR USE OF THE LICENSED PRODUCT. You expressly agree that You are solely responsible for any and all text and data charges incurred for the use of the Licensed Product on Your Device.
5. Feedback. In consideration for utilizing the Licensed Product, if You provide Licensor with any ideas, suggestions, and/or recommendations for the modification, improvement or enhancement of the Licensed Products or any related services or product offerings (“Feedback”) then by providing such Feedback to Licensor, You hereby irrevocably transfer and confer all right, title, and interest to such Feedback to Licensor without any additional consideration or obligation due from Licensor, including any obligations of payment or confidentiality.Licensor may make all use of Feedback consistent with such right title and interest, including but not limited to Licensor’s ability to market, sell, create derivative works from, and otherwise distribute such Feedback without any reference, attribution, or responsibility (monetarily or otherwise) to You. You represent and warrant that any Feedback provided by You shall not infringe third party intellectual property rights, is not subject to open source licensing obligations, and does not require payment of third party licensing fees.
6. Connectivity.You understand and agree that the Licensed Product may require connection to the Internet, GPS capability and/or location data on Your Device. Any location data provided by the Licensed Product are for the purpose of using the Licensed Product only and not intended to be relied upon for any navigational purposes including in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Licensor, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Licensed Product.
7. Third Party Materials / Services . The Licensed Product may enable access to or make available content, data, information, applications or materials from third parties’ services and web sites (collectively and individually, "Third Party Services"). Use of Third Party Services may require Internet access and that You accept additional terms and conditions from Third Party Services providers.YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTY SERVICES FOUND AND/OR ACCESSED THROUGH THE LICENSED PRODUCT IS SOLELY BETWEEN YOU AND THE THIRD PARTY. By using the Third Party Services, You acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Licensor does not warrant or endorse; does not assume, and hereby disclaims any and all liability or responsibility to You or any other person for: any Third Party Services and all such Third Party Services are provided “AS-IS” and solely as a convenience to You.
8. Proprietary Information / Limitations .You agree that the Licensed Product contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for the use permitted under this Agreement. No portion of the Licensed Product may be reproduced in any form or by any means. You shall not exploit the Licensed Product in any unauthorized way whatsoever, including but not limited to: in violation of any law or regulation; by trespass; in violation of the terms of this Agreement; or burdening network capacity. In addition, any logos or branding, including Licensor’s or Licensor’s partners, vendors, or customers) are trademarks of Licensor or the applicable trademark owners and may not be copied, imitated, or used in whole or in part without the prior written consent of the trademark owner.In addition, all page headers, custom graphics, icons, and scripts are service marks, trademarks, and/or trade dress of Licensor or applicable partner, vendor, or customer and may not be copied, imitated, or used in whole or in part without prior written permission from Licensor or the applicable owner.
The Licensed Product and any Third Party Services (collectively, “Materials”) that may be accessed from, displayed on or linked to from Your Device are not available in all languages or in all countries. The Licensor makes no representation that Materials are appropriate or available for use in any particular location outside the United States. To the extent You choose to access such Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Licensor, and its agents, partners, customers, and service providers, reserve the right to change, suspend, remove, or disable access to the Licensed Product at any time without notice. In no event will the Licensor be liable for the removal of or disabling of access to any Licensed Product. The Licensor may also impose limits on the use of or access to the Licensed Product, in any case and without notice or liability.
9.Inspection; Records . Licensor may conduct periodic audits of Your activity (via remote access or otherwise) and may contact You to provide documentation regarding usage consistent with the terms of this Agreement, including any suspicion of misuse or abuse. Any violations discovered by Licensor will be subject to immediate action including, but not limited to, immediate suspension of Your access to the Licensed Product and termination of this Agreement.If Licensor determines that You are in violation of the terms of this Agreement, You shall reimburse Licensor for all costs incurred in connection with the inspection(s). Notwithstanding the foregoing, Licensor shall retain all other remedies available to it under this Agreement, or at law or in equity.
10.Indemnification . You hereby agree to protect, indemnify, defend, and hold harmless Licensor, its affiliates, its subsidiaries, officers, directors, employees, representatives, service providers, customers, suppliers, and distributors (“Licensor Parties”) from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to (a) use of the Licensed Product contrary to the terms of this Agreement and (b) any infringement of any third party rights by any information and/or images submitted to or through the Licensed Product by You or on your behalf .
11. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE MATERIALS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MATERIALS ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE MATERIALS AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
LICENSOR PARTIES DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF YOUR DEVICE, ANY MATERIALS, OR THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY THE LICENSED PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY / WAIVER . TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR PARTIES BE LIABLE FOR PERSONAL INJURY OR DAMAGE TO PROPERTY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR SAVINGS, BUSINESS LOSSES, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
BY ACCESSING THE LICENSED PRODUCT, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
13. Apple Requirements. To the extent the Licensed Product is made available via an iOS platform or app, You acknowledge and agree Apple has no obligation whatsoever to support the Licensed Product, nor any warranty obligations or intellectual property infringement liability with regard to the Licensed Product other than a refund of the purchase price (if applicable). You agree Apple is under no obligation whatsoever to address any issues or claims that may arise from Your use of the Licensed Product under this Agreement, including but not limited to (i) consumer protection, (ii) product liability or other product support, (iii) intellectual property infringement; or (iv) that the Licensed Product fails to comply with any applicable law or regulation. You understand and agree Apple and Apple’s subsidiaries are third party beneficiaries to this Agreement, and upon Your acceptance or use of the Licensed Product, Apple will have the right to enforce this Agreement against You.
14. Export Restrictions . You may not use or otherwise export or re-export the Licensed Product except as authorized by United States law and the laws of the jurisdiction in which the Licensed Product was obtained. In particular, but without limitation, the Licensed Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Product, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Licensed Product for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
15. Commercial Items. The Materials, Licensed Product, Services, and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
16. Arbitration. Other than claims and controversies involving any (i) violation of any of the proprietary rights of Licensor, including claims in equity or law to protect the intellectually property rights of Licensors or any of its third party providers, partners, or customers, or (ii) failure to comply with restrictions on use of the Licensed Product; any controversy, claim or counterclaim, arising out of or in connection with this Agreement will be resolved by binding arbitration under this Section and the then-current American Arbitration Association (“AAA”) Commercial Rules, WITH THE EXCEPTION THAT ANY ARBITRATION WILL BE CONDUCTED AND RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS-WIDE, MULTIPLE PLAINTIFF OR SIMILAR BASIS. In the event any court, arbitrator or panel of arbitrators rules that the foregoing limitation is invalid, then, arbitration shall not be available and is expressly precluded as a method of conducting and resolving disputes arising under this Agreement. The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. The arbitration will be conducted by a sole arbitrator who is knowledgeable with respect to the respective industry and is an attorney. The arbitrator’s award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Each party will bear its own attorneys’ fees and other costs associated with the arbitration, except that the fees assessed by the AAA for the services of the arbitrator will be divided equally by the parties. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys’ fees which are reasonably incurred by the other party. Issues of arbitrability will be determined in accordance and solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the state as specified in this Agreement.
17.Time Limitation on Claims .You agree that any claim you may have arising out of or related to Your use of the License Product or against Licensor must be filed within one (1) year following the event that gave rise to such claim, otherwise such claim is permanently barred.
18. Use of Affiliates. You acknowledge and agree that the Licensed Product may be provided by affiliates of Licensor and other third party service providers.
19. Assignment. This Agreement and licenses granted herein are personal in nature may not be assigned by You, in whole or in part, without the prior written consent of Licensor. An assignment includes without limitation the dissolution, merger, consolidation, reorganization, sale or other transfer of assets. Any assignment without the prior written consent of Licensor shall be void.
20. Terms Related to Google . To the extent Google Maps are utilized within the Sites, You agree to the following additional Google terms and conditions:) https://maps.google.com/help/terms_maps.html ; https://maps.google.com/help/legalnotices_maps.html ; and https://enterprise.google.com/maps/terms/universal_aup.html , as may be modified from time to time by Google.
21. Miscellaneous. Those provisions of this Agreement that by their terms, nature or sense survive any termination or expiration of this Agreement shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, payment for product or services, and disclaimer of warranties. The failure or delay by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of any such right, power, or remedy. If any provision of this Agreement is held to be unenforceable or contrary to law in a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the original objective of the provision to the fullest extent allowable by law and the remaining provisions shall continue in full force and effect. The headings are inserted for reference only and shall not impact the interpretation of this Agreement. The laws of the State of Georgia, excluding its conflicts of law rules, govern this Agreement. Your use of the Materials may also be subject to other local, state, national, or international laws. Licensor may indicate that you are a customer or user of the Licensor Product. However, You shall not name Licensor or refer to the use of the Licensed Product or other Licensor products or services in any publication, news release, advertisement, or promotional or marketing materials without Licensor’s prior written consent.
Copyright 2017 Genpact. All rights reserved. V12.19.17