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Terms of Use

Terms of Use : Stallion Archisys Ltd has set below terms of use, which you are responsible for abiding it, any violation of theseterms may result in immediate termination of all services currently being provided.

We urge you to read and understand these terms and conditions of use before using our website.

Stallion Archisys Ltd develop software as a service to its users or visitors including the one who sign up withStallion Archisys Ltd products subject to these Terms and Conditions, and all modifications to the softwares,that might get publish on live from time to time. Stallion Archisys Ltd have rights to modify them at any time,even without an actual notice to you. All modifications or changes done by Stallion Archisys Ltd will appear onthe website https://archisys.co/ which by using this site you agree to be bound by any such modifications to theTerms.

The transmission of uploading threatening, defamatory, political, racist or pornographic material that isotherwise unlawful is expressly prohibited.

Stallion Archisys Ltd reserves the right to deny you the access to our applications if anytime it is affected byoutside factors which do not fall in our control.

Disclaimer : Parties Stallion Archisys Ltd ensures that whatever information shared on this website is accurate to thedate when it is published. Stallion Archisys Ltd hereby disclaims to any representation or warranty in relation tothe accuracy, completeness, adequacy or quality of the contents of the website or applications or services.The information provided by Stallion Archisys Ltd is for information purpose only and do not solicit any sort ofadvice or such.

This website might also provide links to other internet sites, for which Stallion Archisys Ltd is not responsible forthe content of those sites.

Stallion Archisys ltd does not make any warranty for the content or information available through this websiteare reliable or current. Stallion Archisys Ltd disclaims, to the maximum extent permissible, all warranties, express orimplied.

Terms of Use and Service for All Software and Applications : Following are the terms and usage policies, guidelines between Stallion Archisys Ltd for theCloud application all Stallion Archisys Ltd products and undersigning client under contact ortrial period.

Parties

1      Stallion Archisys Ltd (Supplier)

2      Any registered user on any of Stallion Archisys Ltd products under trial or contract subscription (Client)

1      SERVICES

1.1   General : The Supplier must use best efforts to provide the Services:

           a      in accordance with the Agreement and The Indian laws;

           b      exercising reasonable care, skill and diligence; and

           c      using suitably skilled, experienced and qualified personnel.

 

        Non-exclusive : The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.

Availability :

a

[Subject to clause 1.3b ] The Supplier will use reasonable efforts to ensure the SaaS Service is available [during normal business hours/on a 24/7 basis] in India. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website advance details of any unavailability.

b

Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. The Supplier does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Client. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation.

Underlying Systems : The Supplier is responsible for procuring all Underlying Systems reasonably required for it to provide the SaaS Service in accordance with the Agreement.

Additional Related Services :

Terms of Use and Service for All Software and Applications

Following are the terms and usage policies, guidelines between Stallion Archisys Ltd for theCloud application all Stallion Archisys Ltd products and undersigning client under contact ortrial period.

Parties

1      Stallion Archisys Ltd (Supplier)

2      Any registered user on any of Stallion Archisys Ltd products under trial or contract subscription (Client)

1      SERVICES

1.1   General : The Supplier must use best efforts to provide the Services :

           a      in accordance with the Agreement and The Indian laws;

           b      exercising reasonable care, skill and diligence; and

           c      using suitably skilled, experienced and qualified personnel.

 

        Non-exclusive : The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.

Availability :

a

[Subject to clause 1.3b ] The Supplier will use reasonable efforts to ensure the SaaS Service is available [during normal business hours/on a 24/7 basis] in India. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website advance details of any unavailability.

b

Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. The Supplier does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Client. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation.

Underlying Systems : The Supplier is responsible for procuring all Underlying Systems reasonably required for it to provide the SaaS Service in accordance with the Agreement.

Additional Related Services :

a          The Supplier may, from time to time, make available additional services to supplement the SaaS Service.

b          At the request of the Client and subject to the Client paying the applicable Fees, the Supplier may agree to provide to the Client an additional Related Service on the terms of the Agreement.

2          CLIENT OBLIGATIONS

General use : The Client and its personnel must :

a       use the Services in accordance with the Agreement solely

 

         for : i       the Client’s own internal business purposes; and

 

                ii     lawful purposes [(including complying with the Unsolicited Electronic Messaging Act 2007) and

 

b       not resell or make available the Services to any third party, or otherwise commercially exploit Services.

 

Access conditions: When accessing the SaaS Service, the Client and its personnel

 

must:     a      correctly identify the sender of all electronic transmissions;

 

              b      not attempt to undermine the security or integrity of the Underlying Systems;

 

              c      not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;

              d       not attempt to view, access or copy any material or data other than that to which the Client is authorised to access;

             e      neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and

              f      comply with any terms of use on the Website, as updated from time to time by the Supplier.

             g     not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;

Personnel:

a        Without limiting clause 2.2, no individual other than a Permitted User may access or use the SaaS Service.

b        The Client may authorise any member of its personnel to be a Permitted User, in which case the Client will provide the Supplier with the Permitted User’s name and other information that the Supplier reasonably requires in relation to the Permitted User.

c        The Client must procure each Permitted User’s compliance with clauses 2.1 and 2.2 and any other reasonable condition notified by the Supplier to the Client.

d        A breach of any term of the Agreement by the Client’s personnel *(including, to avoid doubt, a Permitted User) + is deemed to be a breach of the Agreement by the Client.

Authorizations: The Client is responsible for procuring all licenses, authorizations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

3        DATA

Supplier access to Data:

       a      The Client acknowledges that:

               i           the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement; and

 

               ii          to the extent that this is necessary but subject to clause 6, the Supplier may authorize a member or members of its personnel to access the Data for this purpose.

       b      The Client must arrange all consents and approvals that are necessary for the Supplier to access the Data as described in clause 3.1a.

Agent:

       a       The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services, the Supplier is acting as an agent of the Client for the purposes of the Privacy Act 1993 and any other applicable privacy law.

       b      The Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process that information in accordance with the Agreement.

Backups of Data : While the Supplier will take standard industry measures to back up all Data stored using the Services, the Client agrees to keep a separate back-up copy of all Data uploaded by it onto the SaaS Service.

International storage of Data : The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers in any overseas territories.

Indemnity : The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

4      FEES

Fees: The Client must pay to the Supplier the Fees.

Invoicing and payment:

a      The Supplier will provide the Client with valid Tax invoices on the dates set out in the Payment Terms, or if there are none, monthly in arrears for the Fees due in the previous month.

b       The Fees exclude Taxes, which the Client must pay on taxable supplies under the Agreement.

c       The Client must pay the Fees:

               i                    on the dates set out in the Payment Terms, or if there are none, by the 20th of the month following the date of invoice; and

               ii                   Electronically in cleared funds without any set off or deduction.

Overdue amounts: The Supplier may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Supplier’s primary trading bank as at the due date (or, if the Supplier’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.

Increases:a

By giving at least *30+ days’ notice, the Supplier may increase the Fees once each Year (but not the first Year)

b

If the Client does not wish to pay the increased Fees, it may terminate the Agreement on no less than *10+ days’ notice, provided the notice is received by the Supplier before the effective date of the Fee increase. If the Client does not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.

5       INTELLECTUAL PROPERTY Ownership:

a

Subject to clause 5.1b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not dispute that ownership.

b

Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client. The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.

Know how: To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual license to use for the Supplier’s own business purposes any know how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.

Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):

a

All Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and

b

The Supplier may use or disclose the feedback for any purpose.

[Third party sites and material: The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.]

Third party Intellectual Property Rights indemnity

 

a

The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client:

               i           promptly notifying the Supplier in writing of the IP Claim;

               ii           making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent; and

               iii           giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s account.

b

The indemnity in clause 5.5a does not apply to the extent that an IP Claim arises from or in connection with :

               i            the Client’s breach of the Agreement;

               ii            use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorized in writing by the Supplier; or

               iii            any third party data or any Data.

c  

If at any time an IP Claim is made, or in the Supplier’s reasonable opinion is likely to be made, then in defense or settlement of the IP Claim, the Supplier may (at the Supplier’s option):

               i           obtain for the Client the right to continue using the items which are the subject of the IP Claim; or

               ii           modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing.

6.   CONFIDENTIALITY

Security: Each party must, unless it has the prior written consent of the other party:

a

keep confidential at all times the Confidential Information of the other party;

b

effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and

c

disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only an d, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, andcomplies with, the provisions of clauses 6.1a and 6.1b.

Permitted disclosure: The obligation of confidentiality in clause 6.1a does not apply to any disclosure or use of Confidential Information:

for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b

required by law (including under the rules of any stock exchange);

c

which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d

which was rightfully received by a party to the Agreement from a third partywithout restriction and without breach of any obligation of confidentiality; or

e

by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6.

7     WARRANTIES

Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.

No implied warranties: To the maximum extent permitted by law:

a

the Supplier’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Sale of Goods Act 1908) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to $1.00 and

b

the Supplier makes no representation concerning the quality of the Services and does not promise that the Services will:

               i                 meet the Client’s requirements or be suitable for a particular purpose

               ii                be secure, free of viruses or other harmful code, uninterrupted or error free.

Consumer Guarantees Act: The Client agrees and represents that it is acquiring the Services, and entering the Agreement, for the purpose of a business and that the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement.

Limitation of remedies: Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to:

a     Supplying the Services again; and/or

b     Paying the costs of having the Services supplied again.

8     LIABILITY

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Maximum liability: The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed 20 USD. The cap in this clause 8.1 includes the cap set out in clause 7.2a.Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any:

a

loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

b

consequential, indirect, incidental or special damage or loss of any kind.

Unlimited liability:

aClauses 8.1 and 8.2 do not apply to limit the Supplier’s

liability:
               i              under the indemnity in clause 5.5a; or

               ii              under or in connection with the Agreement for:

▲ personal injury or death;

▲ fraud or willful misconduct; or

▲ a breach of clause 6.

b    Clause 8.2 does not apply to limit the Client’sliability:

               i           to pay the Fees;

               ii           under the indemnity in clause 3.4; or

               iii           for those matters stated in clause 8.3aii.

No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.

Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.

9      TERM, TERMINATION AND SUSPENSION

Duration: Unless terminated under this clause 9, the Agreement:

A. Starts on the Start Date and ends on the End Date

B. Where no End Date is set out in the Key Details, continues for successive terms of 12 months from the Start Date unless a party gives 60 days’ notice that the Agreement will terminate on the expiry of the then current term.

No fault termination: Either party may terminate the Agreement on no less than 1 month’s prior notice to the other party] [the anniversary of the Start Date by giving no less than 1 months’ notice prior to that anniversary date] Consequences of termination or expiry:

a

Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.

b

On termination or expiry of the Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.

c

Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is inthe first party’s possession or control.

d

At any time prior to one month after the date of termination or expiry, the Client may request: a copy of any Data stored using the SaaS Service, provided that the Client pays the

               i           Supplier’s reasonable costs of providing that copy. On receipt of that request, the Supplier must provide a copy of the Data in a common electronic form. The Supplier does not warrant that the format of the Data will be compatible with any software;and/or

               ii           

deletion of the Data stored using the SaaS Service, in which case the Supplier must use reasonable efforts to promptly delete that Data. To avoid doubt, the Supplier is not required to comply with clause 9.3di to the extent that the Client previously requesteddeletion of the Data.

Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 3.4, 5, 6, 8, 9.3, 9.4 and 10, continue in force.

Suspending access: Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service where the Client (including any of its personnel):

a

undermines, or attempts to undermine, the security or integrity of the SaaS Service or any Underlying Systems;

b

uses, or attempts to use, the SaaS

Service: i   for improper purposes; or

ii     in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service; or

c

Has otherwise materially breached the Agreement (in the Supplier’s reasonable opinion).

Notice: The Supplier must notify the Client where it restricts or suspends the Client’s access under clause 9.5.

10     DISPUTES

Good faith negotiations: Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

Right to seek relief: This clause 10 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

11      GENERAL

Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party's

immediately notifies the other party and provides full information about the Force Majeure;

b

uses best efforts to overcome the Force Majeure; and

continues to perform its obligations to the extent practicable.

Rights of third parties: No person other than the Supplier and the Client has any right to a benefit under, or to enforce, the Agreement.

Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

Independent contractor: Subject to clause 3.2, the Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.

Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details or otherwise notified by the other party for this purpose. If the notice is a notice of termination, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the otherparty’s last known physical address.

Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.

Variation: Any variation to the Agreement must be in writing and signed by both parties.

Entire agreement: The Agreement set out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or  agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty oragreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986.

Subcontracting and assignment:

The Client may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the Supplier, that consent not to be unreasonably withheld. The Client remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.

Any change of control of the Client is deemed to be an assignment for which the Supplier’s prior written consent is required under clause

11.9a. In this clause change of control means any transfer of shares or other arrangement affecting the Client or any member of its group which results in a change in the effective control of the Client.

Compliance with Law: Visitors who choose to use this website are solely responsible for all compliance with all laws, rules and regulations applicable to the website and information, content, material and services contained within.

The Terms of Use is governed by, and must be interpreted in accordance with, the laws of The Republic of India. Each party submits to the nonexclusive jurisdiction of the Courts of India and under the Indian Penal Code in relation to any dispute connected with the Agreement.

Acceptance:

By using this website, you agree to the terms of, as well as any posted modifications to our terms and conditions.