1. Definitions and Interpretation
1.1 For purposes of this Agreement, all the capitalized terms will have meanings assigned below, unless defined within respective Clauses of this Agreement:
a.“Authorized Representative” means a natural Person who approves of and accepts this Agreement on Your behalf (if You are a juristic Person), through his/her official e-mail id or contact number or device, attributable to You.
b.“End User” means You and Your Authorized Representative (if any), as the case may be.
c.“Government” or “Governmental Authority” means any statutory authority, Government department, agency, commission, board, tribunal, court, or other entity in India, or abroad, as applicable and authorized to make Laws.
d.“Law” or “Laws” means and includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any Governmental Authority, tribunal, board or court, in India or abroad, as applicable.
e.“Person” means any natural person, or a limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, society, foundation, Government or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable Laws.
g.“Services” means services provided through the Website, including provision of access to the Website, maintenance of the Website, provision of demo of any Products, and/ or provision of access to any Products through the Website.
h.“User” or “You” or“Your” means any Person who or which uses and/or accesses the Services as per Clause 2.3 below.
i.“Website” means the online platform www.atlan.com as provided by Us, from time to time.
1.2 Any reference to the singular includes a reference to the plural and any reference to one gender includes a reference to the other gender(s), unless explicitly provided for.
1.3 Headings are used for convenience only and not for interpretation.
1.4 Use of terms “includes”, “including”, “such as”, and similar terms, will not be deemed to limit what else might be included.
1.5 Use of any Products offered by Us will be subject to Product Specific Agreements (as applicable), in addition to this Agreement, and in case of any conflict, the terms of Product Specific Agreement will prevail.
1.6 If We execute separate written agreements with any User in relation to provision of Products or Services, then, terms of such separate written agreement will prevail in case of any conflict.
2. Approval of this Agreement
2.1 We don’t want You to access the Services if You do not understand, approve of and accept each and every term specified in this Agreement.
2.2 You can accept this Agreement only if:
a. You are of the legal age, eligibility and mental capability to form a binding contract, if You are a natural Person;
b. You are lawfully existing and have all the authorizations, permits and allowances to form a binding contract, if You are a juristic Person; and
c. You are not legally barred or restricted from entering into this Agreement or using the Services.
2.3 You approve of and accept this Agreement by accessing any of the Services offered by Us, either Yourself (if You are a natural Person) or through Your Authorized Representative (if You are a juristic Person), including by:
a. accessing and/or using any of the Products;
b. registering on the Website for accessing and/or using any of the Products;
c. requesting through the Website for demo of any Product;
d. accessing the Website or any content thereof; and/or
e. simply viewing, surfing and/or browsing the Website.
3. Provision of Services by Us
3.1 The purpose of Services is to facilitate provision of data solutions to You through the Website, including facilitating provision of following data tools and services (collectively “Products”):
a. Collect – a data collection tool, access and use of which is subject to the applicable Product Specific Agreement;
b. Grid – an external data platform, access and use of which is subject to the applicable Product Specific Agreement;
c. Workflows – a data canvas, access and use of which is subject to the applicable Product Specific Agreement; and
d. Discovery – a data democratization layer, access and use of which is subject to the applicable Product Specific Agreement.
3.2 In order to provide certain parts of Services We may require You to register on the Website by providing certain information (“Registrable Services”). Registrable Services cannot be provided to You unless You register on the Website, either Yourself or through Your Authorized Representative in the form and manner required by Us.
3.3 All information provided by You in order to access the Registrable Services should always be true, accurate, complete and updated as provision of Registrable Services is dependent on the information provided by You.
3.4 Access to certain features, functions, and/or part of Products and/or Services may be subject to payment of a monetary consideration by You. However, You may be provided "trial", "demo", "beta" or other limited-functionality or limited-access versions of the Products and/or Services without consideration.
3.5 Subject to applicable Law, We may stop provision of Services, in part or in full, permanently or temporarily, to You or to Users generally or may modify or change the nature of Services without any prior notice to You. Your continued use of Services after such modification will constitute Your deemed acceptance to use the modified Services.
3.6 Provision of certain Products may require You to download one or more software on one or more devices and such software may update automatically on Your device once a new version or feature is made available by Us, unless You adjust Your automatic update settings. Pursuant to the Product Specific Agreements, We may provide You a license to use such software as part of the Products offered by Us.
4. Use of Services by You
4.1 In order to use Services, You will require accessing the Website through internet. We may temporarily cut or restrict Your access to the Services to update the Website and/or for improving Your experience.
4.2 You will use Services only for such purposes as permitted by:
a. this Agreement; and
b. Law, regulation or generally accepted practices or guidelines applicable in the country of which You are a citizen or a resident or from where You access the Services, if You are a natural Person; or
c. Law, regulation or generally accepted industry practices and guidelines applicable in the country where You are registered, maintain Your principle office or from where You access the Services, if You are a juristic Person.
4.3 You will be responsible for maintaining the privacy and confidentiality of Your access details (user ID, password etc.) with respect to Your use of Registerable Services. Any access to or use of Registrable Services from Your registered account (including assess or use by Your Authorized Representative) will be deemed as access to or use of Registrable Services by You.
5. Restrictions on Your Use of Services
5.1 You will not use Services for any purpose that is illegal, unlawful or prohibited by this Agreement. Services are provided to You for Your non-commercial and/ or personal use only. Unless authorized by Us in writing, You will not resell or lease the Services.
5.2 You will not access (or attempt to access) the Services, or any part thereof, by any means other than as provided by Us.
5.3 You will not circumvent or disable any digital rights management, usage rules, or other security features of the Website; remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Website; and not use Services in any manner that threatens or is likely to threaten the integrity, performance or availability of Services.
5.4 You will not attempt to or engage in any activity that may:
a. reverse engineer, decompile or otherwise extract the source code(s) related to the Website or any part thereof, unless it is required by applicable Law;
b. use any robot, spider, retrieval application, or other device to retrieve or index any portion of the Website;
c. collect content, including information about other Users, in any illegal or unlawful manner for any illegal or unlawful purpose;
d. register on the Website to access Registrable Services or create any online accounts, by automated means or under false or fraudulent pretense for using the Services;
e. transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through the Website;
f. use the Website in any manner that can damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Website, or interfere with any other third party access to and/or enjoyment of the Website or the Services;
g. carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Website or; disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to the Website or any part of the Website or any User;
h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website; or
i. obtain any materials or information through any means not intentionally made available by Us, through the Website.
5.5 You will not impersonate another Person or impersonate, guide or host on behalf of, or falsely state or otherwise misrepresent Your own affiliation with any Person, including, Our officials, employees, agents, partners, affiliates, dealers and franchisees.
5.6 You will not purchase, use, or access the Services to, directly or indirectly, (i) solicit or attempt to solicit, induce or recruit, engage or in any other way encourage employees or consultants of Atlan, its subsidiaries, divisions, or affiliates to terminate their respective contracts with Atlan and/or engage with You and/or any third party; or (ii) build a competitive product or service or for any other competitive purposes.
5.7 We may establish general practices and limits in relation to Your use of Services, including the maximum number of days that any content will be retained, the maximum size of any or all content files, the maximum disk space that will be allotted to You on Our servers and the maximum number of times (and the maximum duration for which) You may access the Services in a given period of time, and/or any other condition of Service.
6. Intellectual Property Rights
6.1 Subject to applicable Law and Clause 6.2 below, ownership of all intangible and/or intellectual property developed or existing in relation to the Services (including, the source codes in relation to Website, Products, Services or any part thereof) will ab initio rest with Us. Nothing in this Agreement will be construed as granting of any implied licenses by Us and all rights not expressly granted by Us to You are reserved solely by Us.
6.2 Unless agreed to the contrary in writing and subject to applicable Law, You own all Your intangible and/or intellectual property (including, Your trademarks, logos, trade names, domain names and the data You collect). You give Us (including, Our employees, agents, consultants, as the case may be) a worldwide license to use, copy, transmit, host, store, reproduce, modify, create derivative works of, communicate, publish, print, edit, translate, reformat and distribute Your intellectual property for provision of Services to You, for operational purposes and for improving the Services in general.
6.3 Certain underlying technology and/or software used by Us in connection with Website, Products, Services and/or certain content displayed on the Website may contain rights of third parties. For use of any such third party’s intellectual property, You may need to get permission from the owner of such intellectual property. All third parties owning any intellectual property have a right to take appropriate actions against You for any violation, infringement or passing off by You.
6.4 We respect the intellectual property rights of all Persons and do not hold any responsibility for any violations of intellectual property rights by You. You will solely be responsible for violation of any Law by You or for any infringement of intellectual property rights caused by Your use of Services.
7. Your Privacy
7.2 You will maintain the confidentiality of passwords associated with any device or online accounts that You use to access Services. You will solely be responsible for all activities that occur with use of Your online account or Your device. If You become aware of any unauthorized use of Your online account or Your device, then You should immediately notify Us as well as the relevant Governmental Authorities.
8.1 You are bound by this Agreement from the time You start using the Services till (i) You stop using or accessing Services or any part thereof; or (ii) We suspend or permanently bar Your access to Services, whichever is earlier.
8.2 You may cease to access the Services in any manner, including by disabling access to Registerable Services, deleting any user accounts that You may have created, stopping to surf/ access the Website, Products and Services.
8.3 We may suspend or terminate Your access to Services or any part of Services, at any time if:
a. You breach this Agreement;
b. a third party with whom We offer Services to You, has terminated its relationship with Us or with You;
c. provision of Services is no longer commercially viable for Us;
d. We believe that You are a repeat infringer of Our rights or rights of other Users or any third parties; or
e. We are required to do so by applicable Law, Government order or court order.
8.4 Upon termination of this Agreement with You, all the legal rights, obligations and liabilities that You and Us, severally, have benefited from, been subjected to (or which have accrued over time whilst this Agreement has been in force) or which are expressed to continue indefinitely, will be unaffected by this cessation, and will continue to apply to such rights, obligations and liabilities indefinitely.
9. Limitation of Liability
9.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE AND WILL BE PROVIDED “AS IS” AND WE DO NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE WEBSITE, THE SERVICES OR THE PRODUCTS.
9.2 Your use of Services is entirely at Your own risk and We will not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, monetary or any other damages, fees, fines, penalties or liabilities whatsoever arising out of or relating to Your use of Services, unless expressly agreed to the contrary. You will be responsible for any breach of Your obligations and the consequences thereof.
9.3 While We provide You the Services, You may have access to third party links or resources. Since We do not have any control over such links and resources, We are not and will not be responsible for the availability of such external sites or resources, and do not endorse and are not and will not be responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any such third-party link or resource.
9.4 We will not be liable for any failure or delay in the provision of Services due to reasons beyond Our reasonable control, including acts of war, acts of God, earthquake, flood, riot, embargo, sabotage, act of Government or failure of the internet.
9.5 Atlan, its officers, directors, employees, affiliates and agents will not be liable for any acts or omissions attributable in full or in part to You, Your Authorized Representative or any third parties.
10. No Warranty
10.1 We disclaim all warranties in relation to access to or provision of Services, whether express or implied, including but not limited to:
a. Services being constantly available or available at all;
b. Services being successfully executed in all cases;
c. Services being always functional without any disruption, delay or error;
d. Your ability to use the Services, directly or indirectly;
e.Your satisfaction with the Services;
f. accuracy of data provided in the course of Services;
g. security and privacy of Your data at all times;
h.that all bugs or errors in relation to Services will be fixed or corrected;
i. that Services will be compatible with all devices, all networks and all browsers;
j.use of Services will be fit for a particular purpose or use; or
k. that Services will be accessible in every location at all times.
11. Governing Law and Dispute Resolution
11.1 The Services may be provided through, and the Website may be controlled and operated from and through, any country and may be subject to the Laws of that country. When You access the Services from any location, then, You will be responsible for complying with the local Laws applicable to You.
11.2 This Agreement will be governed by and construed in accordance with the Laws of India. All disputes relating to this Agreement will be settled in the courts located at Delhi, India.
11.3 Any cause of action against Us arising due to Your use of Services will be commenced before expiry of 30 (thirty) days from (a) when such cause of action accrues; or (b) when You become aware of the facts giving rise to the cause of action, whichever is later, else, such cause of action will be permanently barred.
12.1 Indemnification. You will defend, indemnify and hold Atlan, and Atlan’s officers, directors, employees, representatives, consultants, affiliates and agents harmless from and against any claims, actions, demands, liabilities, judgments, and settlements (including without limitation, reasonable legal fee) that may result from or alleged to result from (a) access to or use of the Services; (b) breach of any Law, rules, regulations and/or orders, as applicable; or (c) breach of any obligation under this Agreement, by You or Your Authorized Representative.
12.2 Notices. We may post notices within the Website or send You notices on the registered e-mail address or the telephone numbers shared by You. You will be deemed to have received such notices, if sent via e-mail, within 24 (twenty-four) hours of Us sending the notice. Your Use of Services after expiry of 3 (three) days from the day a notice was sent, will mean receipt and acceptance of the notice by You.
12.3 Confidentiality. Each of You and Us may be given and have access to confidential and proprietary information of the other pursuant to Services provided. None of You or Us will use any of such confidential information for our own corporate purposes or any other purpose without a prior written consent of the Person owning such information and will use our best efforts to keep confidential and not to disclose to any Person any such confidential and proprietary information, except as required by applicable Law.
12.4 Display Association. We may display and publicize Our association with You and Your use of Our Services in Our collateral and branding materials.
12.5 Relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship between You and Us. You will solely be responsible for the actions and omissions of Your employees, consultants, agents and/or Your Authorized Representative at all times, including his/her compliance with this Agreement.
12.6 Severability. If any provision of this Agreement is determined to be unenforceable then such provision will, to that extent, be deemed deleted and the legality, validity and enforceability of the remaining provisions/ part of the provision will not be affected in any way. Any act of either party, done prior to a provision/part of provision being held unenforceable will be deemed to be valid and binding.
12.7 Waiver. Waiver by any party of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of either party to exercise or enforce any of its rights, will act as a waiver of those rights.
12.8 Third Party Beneficiaries. Unless agreed otherwise, no part of this Agreement will be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
12.9 Assignment. You will not assign or transfer any of Your rights or liabilities under this Agreement to any other Person, however, We may freely assign Our rights and benefits (in full or in part). We may deliver the Services either Ourselves, or, through Our affiliates or any third party.
We reserve the right to modify this Agreement. To review this Agreement, as may be updated from time to time, You may regularly visit the Website.
If You have any questions, You may e-mail us at [email protected].
Last updated: June 28, 2019