1. GENERAL INTRODUCTION

• This User subscription agreement (hereinafter referred to as “Agreement”) is being entered into by Zepth Technologies Private Limited, a company incorporated and existing under the provisions of the Companies Act, 1956/ 2013 having its registered office at 201, Tower-D, Pioneer Urban Square, Sector-62, Golf Course Ext. Road, Gurugram, Haryana, India (hereinafter referred to as “Zepth Technologies,” or “us,” or “we”) for any use of the paid services offered by Zepth Technologies through its web-based software i.e. via website https://app.zepth.com and the mobile application named “ZEPTH” (hereinafter jointly referred to as the “Portal”) owned and operated by it.
• For the purposes of this Agreement, the term ‘Users’ shall mean and include any person who registers to use or access the Portal via the signup process, thereby through creation of an account as well as agrees to the Terms of Use and Privacy Policy of Zepth Technologies and opts for availing paid services on the Portal.
• For the purposes of this Agreement, the term ‘services’ shall mean SaaS-based (Software as a Service) paid services provided by Zepth Technologies through its Portal to various service modules including, but not be limited to, pre-construction management, resource management, finance management, quality and safety management, and other similar or related services as included in the Portal.
• This Agreement is provided in an electronic format and shall constitute a part of the Terms of Use as well as the Privacy Policy available on the Portal. In the event of any contradiction between the provisions of this Agreement and the Terms of Use or Privacy Policy, the terms of this Agreement shall prevail.
• Opting for the paid services on the Portal and making the payment thereto shall amount to acceptance of the terms of this Agreement and the Users shall be legally bound by the same from the date when the payment is received by Zepth Technologies in lieu of the services (hereinafter referred to as the “Effective Date”).
• This Agreement constitutes comprehensive terms for the use of paid services on the Portal. Any non-compliance with the provisions of this Agreement may lead to disqualification from using the Portal and discontinuation of the services offered by Zepth Technologies through its Portal and opted for by the Users.
• Zepth Technologies reserves all rights to alter this Agreement as it may deem fit in its sole and absolute discretion without any obligation of issuing prior notification. Any major change or revision in this Agreement will be posted on Zepth Technologies Portal along with the date when the modification was made.
• This document is an electronic record generated by a computer system and does not require any physical or digital signatures.
• Any changes made to this Agreement by Zepth Technologies will be effective immediately and any continued use of the Portal after such change constitutes acceptance of such changes.
• In order to use the opted paid services on the Portal, acceptance of the terms of this Agreement is mandatory. The Agreement can be accepted by simply clicking on the checkbox provided adjacent to “I agree to abide by the provisions of this Agreement”.
• The Portal must not be used in any manner in case there is non-acceptance of these Terms of Use or inability to be bound by them.

2. REGISTRATION

• The Users shall be entitled to use the paid services Portal only upon successfully registering on the Portal after furnishing all relevant information sought by Zepth Technologies in accordance to the Terms of Use. The Users who choose to register on the Portal and provide the requisite details, shall be responsible for maintaining the confidentiality of its username and password.
• The Users agree, inter alia, to:
  1. Provide true, accurate, current and complete information including but not limited to ‘Personally Identifiable Information’ or ‘PII’ including but not limited to any information or set of information, whether alone or in combination with other personal information gathered, processed, used or stored by Zepth Technologies which is sufficient to identify an individual registering on the Portal;
  2. Maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times;
  3. Ensure safe logging out from account at the end of each session
• The Users who register themselves on the Portal after providing the requisite details for availing the paid services, shall be responsible for maintaining the confidentiality of its username and password.
• Zepth Technologies shall not be liable for any loss or damage arising from failure of the Users to comply with this Agreement. Zepth Technologies shall not be liable for any unauthorized hacking of the Portal leading to leakage and misuse of PII.
• The Users shall not –
  1. 1. select a username, mobile number, email address or any other personally identifiable information of any other person with the intent to impersonate that person; or
     2. use a name or contact details subject to any rights of any other person without appropriate authorization.

  In case a User does not adhere to the above conditions, Zepth Technologies reserves the right to refuse registration of or cancel registration of such User in its discretion.

• Internet Carrier or Internet Service Provider charges levied for the use of the Portal shall be borne by the Users themselves.
• The Users shall be individually responsible for the accuracy and correctness of all such details/information including payment details provided during registration on the Portal. If Zepth Technologies has reason to doubt the correctness of any details/information furnished or in case any information furnished is found to be incorrect, false or misleading in nature or otherwise not in accordance with this Agreement, Zepth Technologies shall be entitled to cancel or indefinitely suspend or block access to the Portal and refuse to provide access permanently or for such period as Zepth Technologies deems fit.

3. RIGHTS TO USE

• Subject to payment of the applicable fees and compliance with this Agreement, Zepth Technologies grants the Users a limited, non-exclusive and non-transferable right to use the services as well as the outcomes generated therefrom.
• The Users’ right to use the services as well as the outcomes generated therefrom commences on the date the same are made available for download or installation post payment of the requisite fee on the Effective Date and continues until the end of the specified term, unless otherwise terminated in accordance with this Agreement.
• The Users shall use the services and outcomes therefrom only for their internal purposes and shall not give away, redistribute, resell, license or otherwise commercialize the services available on the Portal or the outcomes generated therefrom, including, without limitation, charging any fees for access to the services or the or the outcomes generated therefrom from any third party.
• Zepth Technologies reserves the right to shall have the right to make any changes to the services as well as the outcomes generated therefrom which are necessary to comply with any applicable law or regulatory requirement, or which do not materially affect the nature or quality of the services or the outcomes generated therefrom.

4. OPTING FOR THE SERVICES

• The Users shall use the username and password created during the registration process for logging in to the Portal for availing the services from various service modules available on the Portal including.
• By clicking on the particular services available on the Portal, the Users will be able to review description for services, including but not limited to, the pictures, specification, fees payable.
• Once the Users shall select the services to be purchased and give their consent to the provisions of this Agreement, they shall be directed to the link for making the payment for the said services.

5. PLACING THE ORDERS

• The Users shall select the services on the Portal which are intended to be opted by them by clicking the button Upgrade.
• Once the services for purchase have been finalized, the Users shall click the “checkout” button.
• Upon clicking the “Confirm” button, the Users shall furnish all the information required by Zepth Technologies including but not limited to the address for delivery.
• The Users shall then click the “Submit” button to confirm their order.

6. PAYMENT FOR THE SERVICES

• Once the verification of the order of the Users is complete, the Portal shall direct the Users to proceed towards making payment in respect of the order placed.
• The Users shall choose the mode of payment from the options available on the Portal, including but not limited to, net banking, NEFT/RTGS, card/ debit card, e-wallets, etc.
• Upon submission of the requisite details in respect of making the payments, the order shall be processed by Portal.
• The Users shall be liable to pay the applicable tax on the services availed by them from the Portal in accordance to the terms of this Agreement.
• In the event of failure of successful transaction of the payment being made by the Users owing to snag files or any other interruptions, the Users shall be responsible to ensure the successful payment of the requisite amount by making the transaction again.

7. CANCELLATION OF AN ORDER

• In the event where the Users request for cancellation of the services ordered, Zepth Technologies shall verify the said request.
• Zepth Technologies shall in its own discretion approve/ reject the cancellation request of the Users.
• Zepth Technologies shall communicate its approval/ rejection to the cancellation request within business hours of receipt of such request to the Users.
• Zepth Technologies reserves the right to cancel the order of the Users for services at any stage without specifying any reasons whatsoever. Zepth Technologies shall return the amount received on account of opting for any services on the Portal to the Users account details shared by them.
• Zepth Technologies shall under no circumstance be liable for any loss, damage that may have accrued due to part/full cancellation of the services by the Users.

8. REFUNDS OF PAYMENTS

• In case of cancellation of the Users request to opt for a particular service by Zepth Technologies or cancellation of the order placed by the Users where Zepth Technologies is of the opinion that the payment made by the Users is liable to be returned, the payment amount shall be transferred back to the account details as shared by the Users.
• The refunds may be made to the Users using various payment modes including but not limited to net banking, NEFT/RTGS, card/ debit card, e-wallets, etc.

9. PROHIBITED USE

• The Users shall not transfer, sublicense, or assign their rights under this Agreement to any other person or entity.
• The Users shall not decompile, reverse engineer, or disassemble the contents of the Portal or modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information obtained from the use of the Portal.
• The Users shall not use the Portal in any way that is unlawful or harms the goodwill or reputation of Zepth Technologies.
• The Users shall not use the Portal in any way interferes with another person’s use of the Portal; infringes the rights, including but not limited to, intellectual property rights of any third party; induce/ transmit any content damaging the Portal in the form of virus, etc.; contravene the provisions of the applicable laws.

10. LIMITATIONS OF LIABILITIES OF ZEPTH TECHNOLOGIES AND DISCLAIMERS

• Zepth Technologies does not representation, warrant or guarantee that the Portal, or the use thereof will be uninterrupted, complete, accurate, current, reliable, error-free, secure, or that any problems will be corrected, or that any information, software or other material accessible from the Portal is free from viruses or other harmful components.
• The Users hereby acknowledge and agree that none of the services or outcomes generated therefrom constitute any advice or recommendation and that Users hereby assume the sole responsibility for reviewing and determining the accuracy, the suitability of the service and outcome generated therefrom for their purposes and the conformity to the requirements of all laws applicable to Users.
• In no event will Zepth Technologies or its licensors be liable for any indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interrupted or loss of business; or loss of revenue, profits, goodwill any of the following arising out of the use of services or the outcomes therefrom.

11. INTELLECTUAL PROPERTY RIGHTS

• Intellectual Property of Zepth Technologies includes, but is not limited to, innovations, improvements, processes, technical know-how, techniques, source code of Zepth Technologies, content made literary and artistic works, schematics, patents, proposed trade secrets, its trademarks, trade names, designs, patents and copyrighted works, notes, agreements/ contracts entered by the Company, formulas, in-house software, VPN etc. Intellectual Property of Zepth Technologies also extends to the content made available by Zepth Technologies to the Users.
• Users agree and acknowledge that all intellectual property rights associated with the service provided on the Portal or the outcomes resulting therefore are the intellectual property of Zepth Technologies, including but not limited to all such rights in any and all copies, modifications, enhancements, upgrades, translations, derivatives thereto.
• Zepth Technologies reserves the right to take any legal recourse available for the protection of its Intellectual Property.
• All intellectual property rights including trademarks & logos of Zepth Technologies and the Portal shall vest in Zepth Technologies and the Users shall not indulge in any act that construes such trademarks and logos of Zepth Technologies belong to the User.
• Users shall not use, receive or copy any source code and look and feel of the Portal and shall not reverse engineer, disassemble or decompile, or otherwise attempt to derive source code of the Portal for any purpose whatsoever.
• Access or use of the Portal does not confer and shall not be construed as conferring upon anyone the license to use Zepth Technologies Intellectual Property Rights.

12. TERMINATION

• This Agreement shall remain effective until the duration for which the service is agreed to be provided unless the same has been renewed after the payment of the requisite fees for subsequent term before the expiry of the said period. The services may also be terminated earlier than agreed term in accordance to the provisions of this Agreement.
• Zepth Technologies may terminate the Agreement on account of any of the following the reasons:
  1. Breach of any of the terms of this Agreement, Terms of Use or Privacy Policy;
  2. Violation of the provisions of any applicable law;
  3. Upon the request of the Users to termination at its sole discretion;
  4. For any other reason at its sole discretion
• 12.4. In case of termination of this Agreement, Zepth Technologies would allow no refund of the payment made by the Users for opting the services.

13. REPRESENTATIONS BY THE USERS

The Users represent and warrant that

• They possess all requisite rights and authority to enter into this Agreement and undertake the obligations listed hereunder,
• They are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement,
• They are capable to enter into a legally binding contract, and in case the User is a legal entity, then the individual entering into this Agreement on its behalf represents that they have all necessary legal authority to enter into this Agreement
• They shall comply with all applicable laws in the performance of their obligations and exercise of their rights under this Agreement.

14. INDEMNIFICATION

The Users agree to indemnify, defend and hold harmless Zepth Technologies and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from the use of the Portal and any violation of these Terms of Use or any applicable law.

15. FORCE MAJEURE

The term force majeure shall include, but not be limited to fires, floods, acts of God or the public enemy, embargoes, wars (declared or undeclared), riots, civil commotion, interference by civil or military authorities, terrorist acts, Government actions, order(s) or request (s), including (without limitation) certification, clearance or other document, or any other cause or contingency beyond the control of Zepth Technologies in any of the aforesaid events. Zepth Technologies shall not be liable for failure to perform or any delay in performance of any of its services when and to extent that such failure or delay is due to force majeure.

16. NOTICES

Any notices permitted or required hereunder shall be in writing, delivered to the applicable party to this Agreement at its address set forth below:

Zepth Technologies: 201, Tower-D, Pioneer Urban Square,

Sector-62, Golf Course Ext. Road,

Gurugram, Haryana – 122102

The Users: At the address of the Users registered with Zepth Technologies.

17. DISPUTE RESOLUTION

• Where any dispute or disagreement arises between Zepth Technologies and the Users as to the interpretation or Portal of any of the terms, conditions, requirements or obligations under these Terms of Use or use of the Portal, such dispute or disagreement shall be amicably resolved vide mutual discussions.
• In cases of failure to resolve the dispute/ disagreement resolved within 30 days of such discussions the dispute shall be referred to and finally resolved by the laws in force.

18. GOVERNING LAW AND JURISDICTION

These Terms of Use shall be governed by the laws of Republic of India and the Users willing to utilize the Portal hereby consents to the exclusive jurisdiction of courts in Haryana, India in all disputes arising out of or relating to the use of the Portal. Use of the Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including but without limitation to this paragraph.

19. SEVERABILITY

If any of the provisions of this Agreement or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

20. HEADINGS

Headings of the sections of these Terms of Use are inserted for convenience reasons only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the content of the respective sections.