This Terms of Service Agreement (this “Agreement”) is a binding agreement between TereoTech Solutions Private Limited (“TereoTech“) and the entity or organization you represent as the Primary User (“Primary User“) of TereoTech’s TereoTime Business and TereoTime Employee Mobile Application Softwares as well as its associated web portals (together the “Software”).
TereoTech is the developer of TereoTime, a Face Recognition technology based Time and Attendance Software Solution. TereoTech’s Solutions is hosted on the Cloud and is a SaaS solution. TereoTech’s Software includes TereoTime Business Mobile App, TeroTime Employee Mobile App and associated web portals that complete the overall Solution.
TereoTime Apps enable organizations to deploy TereoTime’s Face Recognition technology based Time and Attendance system across their organization, across locations and geographies. TereoTech’s Software integrates on-premise Attendance, on-field Attendance authenticated with Face Recognition technology and GeoLocation data.
Primary User is an entity that wants to use TereoTech’s Software within its organization.
TereoTech provides the Software solely on the terms and conditions set forth in this Agreement and on the condition that Primary User accepts and complies with them.
By clicking the “Accept” button on our Software you (a) accept this Agreement and agree that Primary User is legally bound by the terms of this Agreement; and (b) represent and warrant that: (i) you have the right, power, and authority to enter into this Agreement on behalf of Primary User if Primary User is a corporation, governmental organization, or other legal entity and bind Primary User to the terms of this Agreement. If Primary User does not agree to the terms of this Agreement, TereoTech will not and does not license the Software to Primary User and you must not install/use the Application Software or any related Documentation.
Notwithstanding anything to the contrary in this Agreement or Primary User’s acceptance of the terms and conditions of this Agreement, no license or right is granted (whether expressly, by implication, or otherwise) to copies of Software that Primary User did not acquire lawfully or that is not a legitimate, authorized copy of TereoTech’s Software.
- Definitions. The following terms have the following meanings:
“Action” means any claim, action, demand, lawsuit, investigation, or proceeding of any nature, whether at law, in equity, administrative, regulatory, or otherwise.
“Authorized User” means individual persons authorized by Primary User to use the Software pursuant to the license granted under this Agreement.
“Documentation” means the user manuals, technical manuals, and any other materials provided by TereoTech, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Primary User” has the meaning set forth in the preamble.
“TereoTech” has the meaning set forth in the preamble.
“Person” means an individual, corporation, partnership, joint venture, Limited Liability Company, governmental authority, unincorporated organization, trust, association, or other entity.
“Recognition Data” means facial recognition data or image recognition data created and collected through the Software, and as provided by Primary User and its employees, contractors or Users of the Software.
“Software” means the facial recognition technology based software Application distributed under the TereoTime brand by TereoTech that includes both TereoTime Business Mobile App and TereoTime Employee Mobile App as well as their associated web portals (collectively known as Software), for which Primary User is procuring a license under this Agreement.
“Term” has the meaning set forth in Section 10.
“Third Party” means any Person outside the Primary User’s organization.
- License Grant and Scope.
Subject to and conditioned upon Primary User’s strict compliance with all terms and conditions set forth in this Agreement, TereoTech hereby grants to Primary User a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use TereoTech’s Application Software. This license grants Primary User the right to:
(a) download and install from Google Play Store TereoTime App Software on one Device owned or leased, and controlled by Primary User. TereoTech’s Software used by the Primary User:
- will be the exclusive property of TereoTech;
- will be subject to the terms and conditions of this Agreement; and
- must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the Application Software
(b) use and run the Software as properly installed in accordance with this Agreement, and solely for Primary User’s internal business purposes. Such use is permitted only on the Device on which the Software is installed,
(c) use the Documentation solely with the Software.
Transfer of the Application Software from one computer / device to another is prohibited under this Agreement.
- Use Restrictions. Primary User will not, and will require its Authorized Users not to, directly or indirectly:
(a) use the Software or Documentation beyond the scope of the license granted under Section 2;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
(c) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
(f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason;
(g) use the Software or Documentation in violation of any law, regulation, or rule; or
(h) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to TereoTech’s commercial disadvantage.
- Privacy and Data Protection.
Primary User is responsible and liable for familiarizing itself and Authorized Users on the local laws and regulations relating to the use of the Software for the purposes of creating Recognition Data. Primary User hereby undertakes and agrees to
(a). use the Software in compliance with such laws and regulations; and
(b) in the event the Recognition Data includes personally identifiable information of students, obtain parental /legal guardian consent before such collection of Recognition Data, unless a routine and documented security purpose applies.
- Responsibility for Use of Software.
Primary User is responsible and liable for all uses of the Software and Documentation through access thereto provided by Primary User, directly or indirectly. Specifically, and without limiting the generality of the foregoing,
Primary User is responsible and liable for obtaining all necessary approvals from the Authorized Users and regulatory institutions relating to collection of data, and for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Primary User or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
- Compliance Measures.
The Software contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 3. Primary User will not, and will not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
- Maintenance and Support.
(a) TereoTech will have no responsibility to provide support to the Primary User, unless Primary User has executed a separate contract for support with TereoTech.
(b) Notwithstanding Section 7(a), TereoTech at its sole discretion may develop and provide updates, and Primary User agrees that TereoTech has no obligation to develop any updates at all or for particular issues. Primary User further agrees that all updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement.
(c) Primary User acknowledges and understands that TereoTech can disable Primary User’s access to TereoTech’s Software at TereoTech’s discretion and this may result in Primary User not having access to Software services, account details, or any files that may have content that is contained in Primary User’s account. TereoTech will not be responsible for any loss of data, if it were to occur.
(d) Primary User acknowledges and understands that by using TereoTech’s Software, Primary User will be generating Attendance records of its Authorized Users including GeoLocation data, and that these records will be made available to Primary User and its Authorized Users on a best efforts basis.
(e) Primary User acknowledges and understands that TereoTech, to sustain its business, may deliver from time to time advertisements on its Software and Primary User agrees to such advertisements during the use of TereoTech’s Software.
(f) Primary User acknowledges and understands that while TereoTech has not set any fixed limits on either the number of Authorized Users a Primary User may have per Software License, or the volume of Primary User’s data that is stored and made available to Primary User, TereoTech may set such upper limits at any time at TereoTech’s discretion
(g) TereoTech reserves the right to charge subscription and/or maintenance fees from Primary User by giving reasonable prior notice, in respect of TereoTech’s Software
- Collection and Use of Information.
(a) Primary User acknowledges that TereoTech may, directly or indirectly through the services collect, store and process personally identifiable information regarding use of the Software and about equipment on which the Software is installed.
(b) Primary User agrees that TereoTech may use the information referenced in Section 8(a) for any purpose related to any use of the Software by Primary User or on Primary User’s equipment, including but not limited to:
- delivering TereoTime Application related services
- improving the performance of the Software or developing software updates;
- verifying Primary User’s compliance with the terms of this Agreement;
- and enforcing TereoTech’s rights, including all Intellectual Property Rights in and to the Software.
- Intellectual Property Rights.
Primary User acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Primary User.
Primary User agrees to protect TereoTech’s proprietary rights and the proprietary rights of all others having rights in the Software during and after the Term of this Agreement and to comply with all reasonable requests made by TereoTech to protect TereoTech’s and others’ contractual, statutory, and common law rights in the Software.
Primary User does not acquire any ownership interest in the Software or Documentation under this Agreement or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement.
Primary User will use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Primary User will promptly notify TereoTech if Primary User becomes aware of any infringement of TereoTech’s Intellectual Property Rights in the Software and fully cooperate with TereoTech, at TereoTech’s sole expense, in any legal action taken by TereoTech to enforce its Intellectual Property Rights.
- Term and Termination.
(a) This Agreement and the license granted hereunder will remain in effect until terminated as set forth herein (the “Term“), subject to Section 15(c).
(b) Primary User may terminate this Agreement at any time by ceasing to use and destroying all copies of the Software and Documentation.
(c) TereoTech may terminate this Agreement anytime by notifying the Primary User of its intention to terminate this Agreement. Such notification may be provided by electronic mail or by deactivation of Primary User’s access to TereoTech’s Software Application / Mobile Application
(d) This Agreement will automatically terminate:
- If Primary User breaches this Agreement
- If Primary User files, or has filed a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
(e) Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and Primary User will cease using and destroy all copies of the Software and Documentation.
- Warranty Disclaimer.
THE SOFTWARE AND DOCUMENTATION IS PROVIDED UNDER THIS AGREEMENT “AS IS,” WITHOUT SUPPORT OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT; OR WARRANTIES THAT THE SOFTWARE AND DOCUMENTATION, ARE FREE OF DEFECTS OR SECURE. PRIMARY USER BEARS THE ENTIRE RISK IN CONNECTION WITH ITS USE OF THE SOFTWARE UNDER THIS AGREEMENT. TEREOTECH ASSUMES NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM PRIMARY USER AND ITS AUTHORIZED USERS ACCESS TO AND USE OF TEREOTECH’S SOFTWARE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF TEREOTECH’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE AND THROUGH THE ACTIONS OF ANY THIRD PARTY, (VI) ANY LOSS OF PRIMARY USER AND ITS END USER’S DATA OR CONTENT AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF TEREOTECH’S SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT PRIMARY USER’S OWN DISCRETION AND RISK AND PRIMARY USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO PRIMARY USER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. TEREOTECH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN PRIMARY USER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. PRIMARY USER IS SOLELY RESPONSIBLE FOR ALL OF ITS COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SOFTWARE AND WITH OTHER PERSONS WITH WHOM PRIMARY USER MAY COMMUNICATE OR INTERACT AS A RESULT OF PRIMARY USER’S USE OF TEREOTECH’S SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PRIMARY USER FROM TEREOTECH OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability.
IN NO EVENT WILL TEREOTECH BE LIABLE TO THE PRIMARY USER OR ITS AUTHORIZED USERS FOR: ANY DIRECT; INDIRECT; INCIDENTAL; SPECIAL; OR CONSEQUENTIAL DAMAGES; (INCLUDING DAMAGE TO PROPERTY, PERSONAL INJURY, DEATH, LOSS OF PROFITS, REVENUE, DATA, OR USE) INCURRED BY PRIMARY USER; ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY.
IN NO EVENT SHALL TEREOTECH BE LIABLE TO PRIMARY USER OR ITS AUTHORIZED USERS FOR ANY DAMAGES RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND/OR (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM PRIMARY USER AND ITS AUTHORIZED USERS ACCESS TO AND USE OF THE SOFTWARE INCLUDING MOBILE APP, AND/OR (III) ANY UNAUTHORIZED ACCESS TO OR USE OF TEREOTECH’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, AND/OR (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM TEREOTECH’S SERVERS, AND/OR (V) ANY INFRINGEMENT, AND/OR (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE BY ANY THIRD PARTY, AND/OR (VII) ANY LOSS OF PRIMARY USER’S DATA OR CONTENT FROM TEREOTECH, AND/OR (VIII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF PRIMARY USER AND ITS AUTHORIZED USERS USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE, AND/OR (IX) PRIMARY USER AND ITS AUTHORIZED USERS FAILURE TO KEEP THEIR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, AND/OR (X) AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN PRIMARY USER AND ITS AUTHORIZED USERS AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SOFTWARE, AND/OR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TEREOTECH’S CONTROL.
Primary User agrees to indemnify, hold harmless, and defend TereoTech and its officers, directors, employees, customers, agents and successors from and against any and all damages, costs and expenses, including attorneys’ fees, incurred in connection with any third party Action arising out of or relating to Primary User and it’s End User’s use of the Software.
(a) Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners or joint venturers. Nothing in this Agreement will be interpreted to provide either party with any title or other ownership rights other than those granted herein.
(b) Assignment. Primary User may not assign, transfer, or otherwise dispose of this Agreement, or any rights or obligations hereunder, without TereoTech’s prior written consent, in TereoTech’s sole discretion. This Agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.
(c) Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3, Section 6, Section 8, Section 9, Section 11, Section 12, Section 13, and this Section 14.
(d) Miscellaneous. This Agreement, together with its attachments, constitute the complete and exclusive agreement between TereoTech and Primary User with respect to its subject matter. This Agreement may not be modified except in a writing duly signed by authorized officers of TereoTech and Primary User. The waiver by TereoTech of any breach of this Agreement by the Primary User will not waive subsequent defaults by the Primary User of the same or a different kind. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof.
(e) Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Maharashtra, Mumbai, India, excluding that body of law known as conflicts of law. Any legal action or proceeding relating to this Agreement must be brought in the courts of Mumbai. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.