Terms and Conditions
Terms & Conditions
Introduction
The Services are provided by Breakthrough Software Solutions Private Limited (hereinafter referred to as “Breakthrough”). In these terms and conditions, ‘we’, ‘us’ or ‘our’ refers to Breakthrough.
Term
- Your subscription will continue on a month-to-month basis unless you give written notice to us at least 28 days prior to the end of the Initial Term.
- You may end your subscription at any time by providing us with at least 28 days’ written notice.
Fees & Payment
Training & Support
Intellectual Property
With the exception of:
- Your Branding
- Your Data,
all the right, title and interest in and to, and all Intellectual Property Rights in our digital marketing services shall vest in us and at all times remain our property. We reserve all rights not expressly granted in these terms and conditions, and no licenses are granted by us to you under your Subscription Agreement, whether by implication, estoppel or otherwise, except as expressly set out under these terms and conditions.
Prohibitions
- Copy, modify, adapt, rent, lease, sell, distribute, export, re-export, assign, sublicense, translate, transfer, or reprogram our digital marketing services or any portion thereof, except as provided in these terms and conditions;
- Reverse engineer, decompile, translate, merge, or disassemble our digital marketing services;
- Create derivative works based upon our digital marketing services; or
- Use our digital marketing services to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, or defamatory, or to perform any activity which breaches the rights of any third party.
Liability
To the extent permitted by law, we:
- Expressly disclaim all implied warranties of merchantability, fitness for purpose, quality, accuracy and title;
- Do not make any representations or warranties that the provision of our digital marketing services will be uninterrupted or error free, will meet your requirements, or will be timely or secure;
- Assume no responsibility for any:
- Errors, mistakes, or inaccuracies of content in connection with your access to or use of our digital marketing services;
- Personal injury or property damage of any nature whatsoever, resulting from your access to or use of our digital marketing services;
- Unauthorized access to or use of our digital marketing services or any personal or financial information stored by us;
- Interruption or cessation of transmission to or from our digital marketing services;
- Any bugs, viruses or Trojan horses which may be transmitted to or through our digital marketing services; or
- Any omissions or errors in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available through our digital marketing services.
Warranty & Indemnity
- Our use of Your Branding and/or Your Data will not breach:
- Any applicable laws; or
- The Intellectual Property Rights of any third party. You indemnify us and any of our relevant Related Bodies Corporate (Indemnified Parties) against any Claims and/or Loss incurred or suffered by the Indemnified Parties for any breach of the warranties under this section.
Termination
Either party may terminate your Subscription Agreement immediately by written notice to the other party if the other party materially breaches the Subscription Agreement (and/or these terms and conditions) and:
- The breach is capable of being remedied but the other party fails to remedy the breach within 14 days of the non-breaching party’s notice to remedy; or
- The breach is not capable of being remedied. You acknowledge that a failure to pay any fees in connection with your Subscription Agreement is considered a material breach.
We may terminate your Subscription Agreement at any time for convenience on 14 days’ notice.
General
GST
Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under your Subscription Agreement are exclusive of GST. If GST applies to a supply by either party under your Subscription Agreement, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply. Any invoice rendered by a party in connection with a supply must conform to the requirements for a tax invoice. If a payment to a party is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then payment will be reduced by the amount of any input tax credit to which that party (or any entity grouped with that party for GST purposes) is entitled for that loss, cost or expense.
Confidentiality
You shall treat as confidential all information regarding our business or affairs that comes into your possession as a result of or in connection with your Subscription Agreement and your use of our digital marketing services. You must not disclose our confidential information to any third party without our written permission, unless required to do so by law.
Assignment
Your Subscription Agreement may not be assigned without our prior written consent, which may not be unreasonably withheld.
Severability
Any provision of your Subscription Agreement and/or these terms and conditions that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of that prohibition or unenforceability. Any dispute arising under or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts in Bangalore, India.
