End User License Agreement

The terms and conditions that follow set forth a legal agreement between You – the end user (either an individual or named company) ("User" or "You"), and Germinait Solutions Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 20, Sheila Mahal, 1st Pasta Lane, Colaba, Mumbai 400 005 and another office at 501-502, Eco House, Vishweshwar Colony, Goregaon (East), Mumbai 400063 ("Germinait" or "We"), relating to Germinait's software application known as "Joyful" (the "software application") that you wish to access and use. These terms also apply to any Germinait updates, supplements, Internet-based services, and support services, unless other terms accompany those services, in which event, those terms will apply.

Unless otherwise defined in the Order Form, the following terms have the following meanings in this Agreement.

Definitions

Client

Germinait's Client who has entered into an Agreement with Germinait or filled up an Order Form to subscribe to the Services.

Documentation

the document made available to the User by Germinait online viz. at joyful.bot or such other web address notified by Germinait or emailed to the User from time to time which sets out a description of the Services and the instructions for use of the Services.

Mention

an individual post or excerpt of Raw Content.

Order Form

means the form which the User or the Client has to fill up and forward to Germinait, setting down the number of Subscriptions he / it wishes to purchase or renew and the Services that he / it wishes to avail of, by reason of which the User is entitled to access and use the Services.

Raw Content

means User generated content and news content that is publicly available and obtained by Germinait from the internet.

Services

means and includes the software application and any services that Germinait may provide to enable the use of the software application or any Services that the User or the Client may have ordered under an Order Form.

Subscription

The User subscription for the software application purchased by the User or the Client which entitles the User to access and use the Services and the Documentation in accordance with this Agreement.

Subscription Fees

means the fees payable by the User or the Client to Germinait for the Subscriptions and Services and as set out in the Order Form.

Reseller

Authorized entity who can sell Joyful Subscriptions on Germinait's behalf.

Order

Joyful's purchase flow or billing section will specify your authorized scope of use, which may include: (a) number and type of users, (b) storage or capacity in terms of number of Mention, (d) other restrictions or billable units.

Third Party Social Platform

a third party social-media or news website from which Germinait receives Raw Content for providing the Services, such as Facebook, Twitter, LinkedIn, or YouTube.

Virus

anything or device (including any software, code, file, or program) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network, or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses, and other similar things or devices.

Website

The term "Website" shall mean joyful.bot, being the Website where the software application is presently available.

BY REGISTERING AND ACCESSING OR OTHERWISE USING THE SOFTWARE APPLICATION AND SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APPLICATION. "YOU" MEANS THE NATURAL PERSON THAT IS AGREEING TO BE BOUND BY THESE TERMS.

IF YOU REGISTER FOR A FREE TRIAL FOR THE SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

IF YOU COMPLY WITH THE TERMS OF THIS END USER LICENSE AGREEMENT, YOU HAVE THE RIGHTS BELOW FOR THE SUBSCRIPTION YOU PAY FOR.

You are only permitted to use the software application under the terms of this Agreement, subject to your prior acceptance. Germinait reserves all rights not expressly granted to you.

1. Right to Use

1. Germinait hereby grants the User a non-exclusive, non-transferable, worldwide right to use the Services and the Documentation, solely for the User's or the Client's business purposes, subject to the terms and conditions of this Agreement, and the User acknowledges that Germinait may freely and without liability to Germinait make the Services and Documentation available to other Users, including the User's competitors.
2. User shall not (i) license, sub-license, lease, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services or the content in any way, except as allowed under the terms of this Agreement; (ii) copy, duplicate, modify, or make derivative works based upon the Services or the content except for creating reports as required for User's or the Client's business purposes; (iii) create Internet "links" to the software application or "frame" or "mirror" any content on any other server or wireless or Internet-based device, without the prior approval of Germinait; (iv) reverse compile, disassemble, reduce to human perceivable form, reverse engineer, or access the software application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Services, or (c) copy any ideas, features, functions, or graphics of the Services; or (v) attempt to obtain or assist third parties in obtaining access to the Services and/or Documentation, other than as provided under this Agreement. The right to use cannot be shared or used by more than one User but may be reassigned from time to time to new Users who are replacing former Users.
3. The Subscription is restricted to the User for the User's or the Client's business purposes, unless specifically agreed herein or as approved by Germinait in writing. User shall not: (i) share the software application's access or screens with any person who is not a User; (ii) send spam or otherwise duplicate or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses or other harmful computer codes, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) facilitate illegal activity; (vii) promote unlawful violence; (viii) cause damage or injury to any person or property; or (ix) attempt to gain unauthorized access to the Services or Germinait's related systems or networks.
4. User acknowledges that neither ownership rights nor any other rights are transferred by this Agreement, other than the right to use the Services as provided herein. User assumes all risk as to the selection of the software application and the Services.

2. Free Trial

If You register on our Website for a free trial, We will make one or more Services available to You on a trial basis, free of charge until the earlier of (a) the end of the free trial period for which You registered or are registering to use the applicable Services, or (b) the start date of any Services subscribed by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

3. Usage Limitation

A. The Subscriptions purchased by the User hereunder are neither contingent on the delivery of any future upgrades or updates nor dependent on any oral or written public comments made by Germinait regarding future functionality or features or suitability for a particular purpose.

B. The Services may be subject to other limitations as specified in the Documentation or an Order Form.

4. Raw Content and Third Party Social Platforms

A. Germinait does not own or control Raw Content. Raw Content shall not be considered User/Customer Data under any circumstances, including pursuant to the terms of any agreement Germinait may enter into with the User for any other Services. Raw Content may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Germinait shall have no obligation to preview, verify, flag, modify, filter, or remove any Raw Content, even if requested to do so, although Germinait may do so in its sole discretion. RAW CONTENT IS PROVIDED "AS IS", EXCLUSIVE OF ANY WARRANTY WHATSOEVER. The use of Raw Content is at the sole risk of the User, and Germinait shall not be liable to the User or any third party based on Raw Content.

B. The User shall enable Germinait to access the User's Third Party Social Platform accounts and any websites operated by it or on its behalf with respect to the Services. Subject to the terms of this Agreement, the User acknowledges and agrees that Germinait may access, collect, process, and/or store information or content, regardless of whether such content is User Data as defined hereinafter or Raw Content, from such Third Party Social Platform accounts and/or websites in connection with providing the Services.

C. Custom fields such as Sentiment (Positive, Neutral, and Negative) are calculated by Joyful and not derived from User's Third Party Social Platform accounts.

5. User's Responsibility

User is responsible for all activity occurring under his User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with User's use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. User shall: (i) notify Germinait immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Germinait immediately and use reasonable efforts to stop immediately any copying or distribution of Raw Content that is known or suspected by User; or (iii) not impersonate another User or provide false identity information to gain access to or use the Service; (iv) User shall not remove, suppress, or modify any proprietary marking, including any trademark, service mark, or copyright notice, logo, or branding, appearing on the software application, Services, and Website.

6. Account Information and Data

Germinait does not own any data, information, or material that User submits/uploads to the software application in the course of using the Services ("User Data"). The User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, or right to use of all User Data, and Germinait shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any User Data except to the extent the same arises because of acts or omissions of Germinait and/or related to malfunctioning of the software application. Germinait reserves the right to withhold, remove, and/or discard/destroy User Data without notice, for any breach of the terms of this Agreement.

7. Suspension of Subscription

1. Germinait shall have the right to suspend the Subscription in the event of non-receipt of payment of Subscription Fees within 30 days of the invoice date, or in the case of renewal, 15 days prior to expiry. In addition to any other rights available to Germinait herein, Germinait reserves the right to suspend this Agreement and User's access to the Services and Website if the Services are used in violation of the terms of this Agreement.
2. Germinait may, in the alternative, at the User's request, instead of suspending the Subscription or relevant User accounts for failure to pay on time, charge interest of eighteen (18)% per annum on any outstanding balance, plus all expenses of collection. User will continue to be charged for Subscriptions during any period of suspension.
3. Germinait reserves the right to impose a reconnection fee in the event the Subscription / Services to the Client/User is suspended and thereafter if the Client/User pays the requisite Subscription Fees and requests renewal of the Subscription or access to the Services. User agrees and acknowledges that Germinait has no obligation to retain User Data and that such User Data may be irretrievably deleted if User's account is in suspension for thirty (30) days or more.
4. Germinait shall not permit reconnection of Services after 45 days of suspension and thereafter this Agreement shall be treated as terminated.

8. Intellectual Property Rights

A. Germinait alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights such as inventions, patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and actual property rights, whether registered or not registered (collectively "Intellectual Property Rights"), in and to Germinait's Technology as defined hereinbelow as well as to the application and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by User or any other party relating to the Services. This Agreement does not convey to the User any rights of ownership in or related to the Services, the Germinait Technology, or the Intellectual Property Rights owned by Germinait. This Agreement conveys to the User only the rights expressly granted to the User to access the Services and to use the software application within the limits and subject to the restrictions established by this Agreement. All other rights in the Services, the Website/software application, including, but not limited to, all Intellectual Property Rights shall remain with Germinait.

B. Germinait shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, or recommendations provided by any User relating to the Website/software application and the Services.

C. Despite anything to the contrary contained in this Agreement, User shall own and be entitled to use, license, distribute, assign, and transfer any reports created by the User through the use or provision of the Services or the software application or the Website without being in breach of any Intellectual Property Rights of Germinait, and the Intellectual Property Rights in such reports created shall vest always in the User.

9. Confidential Information

9.1 "Confidential Information" means this Agreement and all trade secrets, business information, designs, algorithms, workflows, methodologies, business processes, details of the Services and results of any performance tests of the Services, and other information of any kind whatsoever that either Germinait discloses to You or You disclose to Germinait, in writing, orally, visually, digitally, or in any other medium.

9.2 Each party shall hold in confidence, and not use except for the purposes of this Agreement, all Confidential Information of the other party and must protect that Confidential Information as if it was their own Confidential Information so as to prevent its unauthorized disclosure or use, both during and after the term of this Agreement.

9.3 The provisions of this clause shall not apply to Confidential Information to the extent that it (i) becomes known to the general public without breach of the non-disclosure obligations of this Agreement; (ii) is obtained from a third party without breach of a non-disclosure obligation and without restriction on disclosure; or (iii) is required to be disclosed in connection with any suit, action, or other dispute related to this Agreement, to the extent of the disclosure required.

9.4 The provisions of this clause will survive the termination of this Agreement howsoever arising.

10. Returns and Financial Terms

10.1 Return Policy. As part of our commitment to customer satisfaction, it is our customary business practice to allow customers to try out Joyful for a set number of days, as mentioned on our Website, before actually starting to pay for it. We will process a refund request only in the case a user was accidentally charged by Germinait during the trial period. The amount refunded will be limited to the amount charged during the trial period of that Subscription. A return means that we will disable access to Joyful for that Subscription.

10.2 Delivery. On receipt of payment, the subscription will be modified to a paid subscription and access to the registered users will be made available for the duration of the subscription.

10.3 Payment. You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in USD at the time you place your Order. Other than as expressly set forth in Section 10.1 (Return Policy), all amounts are non-refundable, non-cancelable, and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any new products beyond the current Subscription Term or any Joyful upgrades or feature enhancements. If you add users during your Subscription, we will charge you for the increased number of users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, additional data, and unpaid fees, as applicable. If you purchase any products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use products if we do not receive our corresponding payment from the Reseller.

10.4 Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Germinait, you must pay to Germinait the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Germinait any such exemption information, and Germinait will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

11. Term and Termination

11.1 This Agreement allows use of the Services from the date of sign-up through the duration of the subscription. This Agreement shall renew on the same terms on payment of renewal fees, 15 days prior to expiry.

11.2 Germinait may terminate your right to use the software application if you commit a breach of the terms of this Agreement and shall prevent access to the same with immediate effect. You / The Client will however be liable to pay the balance Subscription Fees, if any, up to the date of termination. All amounts paid to Germinait are non-refundable, even in the event of termination. Germinait shall have no obligation to maintain or forward any User Data and may delete the same from the software application / Website.

11.3 All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement.

12. Warranty

12.1 We warrant that we have the right to provide the software application and Services in accordance with this Agreement, and subject to receiving Your immediate notification of any claim, Your full co-operation, and sole control of the action, We will at our own cost defend, or at our option settle, any action against You based on a claim that Your use of the Service in accordance with this Agreement infringes the intellectual property rights of any third party.

12.2 Germinait provides the software application to you AS IS and without a warranty of any kind. Germinait does not warrant that the operation of the software application and Services will be uninterrupted or error free.

13. Liability

13.1 You are responsible for ensuring that the software application and Services meet your requirements. You acknowledge that the internet is not a totally stable or secure environment, and that We will not be liable for any defects or delays in the Services, or anything else, which arise as a result of any problem associated with the internet.

13.2 In no event will We be liable to You or any other person whether in contract, tort (including negligence), or otherwise:

• for any indirect or consequential loss, or any loss of time, business, money, goodwill, or data, or any failure to process data adequately or at all; or
• for any other loss which may arise from the use, loss of use, operation, or modification of the Services or any defect therein or otherwise in an amount exceeding the amount that you have paid under this Agreement as Subscription Fees with regard to which such cause of action has arisen.

13.3 The software application and Services are dependent on information obtained via the internet, and we cannot guarantee its accuracy, completeness, or correctness. The Services, and any information that you receive through the software application, do not constitute professional advice of any sort. Any action taken by you as a result of your use of the Services is entirely your responsibility. Accordingly, we exclude all liability arising from your use of the Services.

13.4 The limitations on liability set out in this clause 13 shall not apply to any liability arising from death or personal injury caused by our negligence or for fraud.

14. Security and Data Protection

The software application and Services must be used in conjunction with a unique ID (which may include user names, passwords, etc.) supplied by Germinait to you, which you must keep safe and confidential. You are responsible for all use of the Services made using such ID.

While we will use reasonable endeavours to ensure that no bug or virus is transmitted to you through the software application and Services, you are responsible for taking all appropriate measures to prevent harmful agents or components from entering your systems, and for backing up all your data.

15. Monitoring

Germinait has the right to monitor, record, and store all User activity in connection with each User's use of the Service, and to extract logs from the recorded activity. Germinait's employees may at all times access all of the stored information to the extent necessary to conduct maintenance and provide support services and to ensure that the User is using Joyful in the manner and for the purpose provided under this Agreement and to ensure that there is no disruption to the Services.

16. Governing Law; Complete Agreement

This Agreement constitutes the complete agreement between the parties with respect to the Services and Documentation and is governed by the laws of the Republic of India and the exclusive jurisdiction of the Courts of Mumbai, India.

17. Alteration and Modification

Germinait may change the terms of this Agreement from time to time, as it deems fit.