Terms of Use

EazyAutomate Inc. and its affiliates (“EazyAutomate” or “we” or “us” or “our”) provide www.EazyAutomate.com as well as the other websites we operate (collectively, the “Websites”) to you subject to these Website Terms of Use (“Terms”), which may be updated by us from time to time pursuant to Section 1 herein.  By accessing and using the Websites, you accept and agree to be bound by these Terms, our Privacy Policy, and our Refund Policy.  If you do not agree to these Terms, you should not access or use the Websites. All such guidelines or rules are hereby incorporated by reference into these Terms.

These Terms do not apply to your access to and use of the products and services which we market for subscription on our Websites (our “Services”).  The practices and policies, including how we protect, collect, and use electronic data, text, messages, communications or other materials submitted to and stored within the Services by You are detailed in and governed by our ToS or such other applicable agreement between you EazyAutomate relating to your access to and use of such Services.

1. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.  Your use of the Websites after such posting will be deemed to constitute acceptance by you of such modifications, additions, or deletions.

2. Changes to Websites. We may change or discontinue any aspect, service, or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.

3. Registration. You may be given the opportunity to register via an online registration form and to participate in Interactive Areas (as defined below), such as forums and other community features, and to create a user account with a username and password (or other means of authentication) (“Credentials”) that may allow you to receive information from us and/or to participate in certain features on the Websites.  We will use the information you provide in accordance with the Privacy Notice.  By registering you represent and warrant that all information that you provide is current, complete, and accurate to the best of your knowledge.  You agree to maintain and promptly update your information on the Websites so that it remains current, complete, and accurate. You are responsible for obtaining and maintaining all connectivity, computer software, hardware, and other equipment needed for access to and use of the Websites and all charges related to the same.  You will be responsible for the confidentiality and use of your Credentials and agree not to transfer or resell your use of or access to the Websites to any third party.  You agree to notify EazyAutomate immediately of any unauthorized use of your Credentials or any other breach of security.  YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR CREDENTIALS AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

4. User Content Guidelines. The following terms apply to content submitted by you:

4.1 The Websites may contain comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload user-generated content, comments, video, photos, messages, and other materials (collectively, “User Content”).  You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older.  By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and participate on the Websites.

4.2 By submitting any User Content or participating in an Interactive Area within or in connection with the Websites, you agree that you will not upload, post or otherwise transmit any User Content that violates the Acceptable Use Policy or is protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity, or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity, or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity, or other proprietary rights or any other harm resulting from such a submission. Any person determined by EazyAutomate, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites.

4.3 You agree not to represent or suggest, directly or indirectly, the EazyAutomate's endorsement of User Content.

4.4 Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We reserve the right, in our sole discretion, to remove or edit User Content submitted by you.

4.5 You acknowledge and agree that we are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Websites.  Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive.  There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.

4.6 We have the right, but not the obligation, to monitor User Content posted or uploaded to the Websites to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation, or authorized government request.  Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Websites, we reserve the right, and have absolute discretion, to screen, edit, refuse to pos,t or remove without notice any User Content posted or uploaded to the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Websites at your sole cost and expense.  The decision by EazyAutomate to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites.

4.7 By submitting User Content to the Websites, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers) and otherwise exploit such User Content (in whole or in part) in any form, media, or technology now known or hereafter developed, without payment to you or to any third parties.  Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us.  You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity.  You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms.

5. Intellectual Property Rights. You acknowledge that all text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software, and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to us and that such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication, or any commercial purpose.

(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. NEITHER EazyAutomate NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, OR LICENSORS WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.

(B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL EazyAutomate BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES.  YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF EazyAutomate HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE . WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT EazyAutomate IS NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(D) We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information.  By accessing the Websites, you acknowledge and agree to our disclaimer of any such liability.  If you do not agree, you should not access or use the Websites.

7. Indemnification. You agree to defend, indemnify and hold harmless EazyAutomate and its respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you.  EazyAutomate reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section.  In such event, you shall provide EazyAutomate with such cooperation as is reasonably requested by EazyAutomate

8. Termination; Survival. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 1, 2, and 5-12 survive termination of these Terms.

9. Governing Law; Venue. Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of content, services, and/or technology on or through the Websites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of California applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.  If a lawsuit or court proceeding is permitted under these Terms, then you and EazyAutomate agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New Delhi, India for the purpose of litigating any dispute.

10.1 Generally.  In the interest of resolving disputes between you and EazyAutomate in the most expedient and cost-effective manner, you and EazyAutomate agree that, unless prohibited by law, every dispute arising in connection with these Terms will be resolved by binding arbitration. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EazyAutomate ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

10.2 Exceptions. Notwithstanding the foregoing, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

10.3 Arbitration Rules. Any arbitration between you and EazyAutomate will be held in New Delhi, India.

10.4 No Class Actions. YOU AND EazyAutomate AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and EazyAutomate agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

10.5 Enforceability. If this Section is found to be unenforceable, the parties agree that the exclusive jurisdiction and venue described herein will govern any action arising out of or related to these Terms.

11. Copyrights and Copyright Agent. We respect others’ intellectual property rights and expect users and customers to do the same.  If you believe that your work has been copied on the Websites in a way that constitutes copyright or trademark infringement, please reach out to us.  We reserve the right to terminate access to the Websites for users or customers who post material that infringes the intellectual property rights of others.

12. Miscellaneous. These Terms and any operating rules for the Websites established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.  The provisions of these Terms are for the benefit of EazyAutomate and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner.  The enforceable sections of these Terms will remain binding upon the parties.  The section headings used herein are for convenience only and shall not be given any legal import.

These Terms were last updated on January 14, 2024.

THESE WEBSITE TERMS OF USE (“TERMS”) IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS OF USE DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.

 

THESE TERMS OF USE IS A LEGALLY BINDING DOCUMENT BETWEEN USER AND CONVAS VERITY SERVICES PVT. LTD, “EAZYAUTOMATE” . THESE TERMS OF USE WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM OR BY MEANS OF AN ELECTRONIC RECORD) AND WILL GOVERN THE RELATIONSHIP BETWEEN USER AND HYPEBUNCH FOR THE USE OF THE WEBSITE (DEFINED BELOW).

 

THIS DOCUMENT IS PUBLISHED AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 UNDER INFORMATION TECHNOLOGY ACT, 2000 THAT REQUIRE PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND USER AGREEMENT FOR ACCESS OR USAGE OF THE WEBSITE AND MOBILE APPLICATIONS.

 

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Modifications to this Agreement: From time to time, EazyAutomate may modify this Agreement. Unless otherwise specified by EazyAutomate, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. EazyAutomate will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. 

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

These Terms of Service (the “Agreement”) is entered into by and between Convas Verity Services Pvt Ltd., a private limited company in India (“EazyAutomate"or “Provider”) and the person or entity placing an order for or accessing the Service (“Customer” or “you”). In consideration of the terms and conditions set forth below, the parties agree as follows:

1. Provision of Service. EazyAutomate will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement, including the Privacy Policy, and laws and government regulations applicable to EazyAutomate’ business, during each Subscription Term.  During the Subscription Term, EazyAutomate grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of Users included in the Service Plan or otherwise noted in the SOF, including the right to download, install and use the Mobile Apps in connection with the authorized use of the Services.

 

a. Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services.  Customer agrees to keep its Account information current, accurate and complete so that EazyAutomate may send notices, statements and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify EazyAutomate promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. EazyAutomate and its Affiliates will not be liable for any damage or loss that may result from Customer’s breach of the foregoing obligations.

b. Use Restrictions.   Customer agrees to comply with the EazyAutomate Authorized Use Policy (as defined below) which is hereby incorporated into this Agreement. Customer further agrees not to use the EazyAutomate Technology (as defined below) to: (i) process data on behalf of any third party other than Customer’s Users and End Users; (ii) use the Service or EazyAutomate Technology in violation of applicable law (iii) store or transmit any content that infringes upon any third party’s intellectual property rights;

In addition, Customer will not: (iv) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the EazyAutomate Technology available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (v) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law ; (vi) falsely imply any sponsorship or association with EazyAutomate; (vii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of EazyAutomate Technology.

EazyAutomate shall only be used by the customer for bonafide, legal business activities.

You may not use, or facilitate or allow others to use the Products or a EazyAutomate Site:

1. for any illegal, invasive, infringing, defamatory, or fraudulent activity (including, for example, phishing, creating a pyramid scheme or mirroring a website);

2. to violate or encourage the violation of the rights of others;

3. to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;

4. for any content or activity that promotes child sexual exploitation or abuse, is pornographic, harassing, excessively profane, hateful (including attacking others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition, or is otherwise exploitive or abusive), or otherwise objectionable as determined by EazyAutomate in its sole discretion;

5. to violate the security, integrity, or availability of any user, network, computer or communications system, software application, network, or computing device;

6. to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (“spam”) including, without limitation:

7. to distribute, store or upload to the Products, viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

8. to conduct multi-level marketing, such as pyramid schemes and the like;

9. to generate or facilitate SMS, MMS, or other text messages or push notifications in violation of the Telephone Consumer Protection Act, the Do-Not-Call Implementation Act, or any other applicable law including anti-spam, telemarketing, or telephone consumer protection laws or regulations;

10. to find security vulnerabilities to exploit the Products or attempting to bypass any security mechanism or filtering capabilities; or

11. in such a way as to misrepresent yourself, or disguise the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with EazyAutomate or any third party).

 

a. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the EazyAutomate Technology. Subject to the terms of this Agreement, Customer hereby grants to EazyAutomate and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services, Software, Mobile Apps, and perform all related obligations owed to Customer under this Agreement, or as may be required by law.  Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to EazyAutomate under this Agreement. If Customer is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), Customer may not upload protected health information (“PHI”) as defined by HIPAA unless Customer has entered into a business associate agreement with EazyAutomate, which will govern the parties’ respective obligations with respect to any ePHI uploaded by Customer to the Services, Software, or Mobile Apps (“BAA”).

b. Data Security.  EazyAutomate will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. EazyAutomate measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that EazyAutomate and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA., and the Privacy Notice.

 

 

a. Ownership Rights. Customer Data is Customer’s Confidential Information under this Agreement.  Customer and its licensors retain all right, title and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and EazyAutomate obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice.  EazyAutomate and its licensors retain all right, title, and interest in and to EazyAutomate Technology. Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. EazyAutomate may freely use and incorporate into EazyAutomate’ products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to EazyAutomate’ products or services. Feedback and any other suggestions are provided by Customer exclusively “AS IS,” in Customer’s sole discretion, and will not be used by EazyAutomate in any way that identifies or permits identification of Customer, its Affiliates, Users, or End Users.

b. Usage Data.  Usage Data includes but is not limited to query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s use of the Services, Software, EazyAutomate’ websites, EazyAutomate’ APIs, or the EazyAutomate marketplace (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, EazyAutomate may collect and use Usage Data to develop, improve, support, and operate its products and services.  EazyAutomate may share Usage Data that includes Customer’s Confidential Information with third parties to the extent necessary to provide the Service and in accordance with Section 8 (Confidentiality) of this Agreement. EazyAutomate may also utilize Customer Data for its internal business purposes and such Customer Data has been aggregated and anonymized such that Customer and Customer’s Users and End Users cannot be identified.  Customer may request that Customer Data be excluded for such purposes by submitting such an email request to support@EazyAutomate. com.

c. Updates. EazyAutomate may update the Services and Software from time to time and Customer may receive notifications of Updates. Any Updates to the Services and Software are subject to this Agreement. Customer agrees that its purchase of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by EazyAutomate with respect to future functionality or features.

d. Other Services.  EazyAutomate or other third parties may make available or other forums, third-party products or services (“Third-Party Services”). These Third-Party Services may integrate with the Services and are not licensed by EazyAutomate pursuant to this Agreement, but are governed by the third party provider’s terms and conditions and privacy policies that accompany them, which Customer must separately accept, and the EazyAutomate Marketplace User Terms. EazyAutomate does not warrant or support Third Party Services, unless expressly provided otherwise in an SOF. EazyAutomate is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such third party. The Service may contain features designed to interoperate with Third Party Services. EazyAutomate cannot guarantee the continued availability of such third-party Service features, and may cease supporting them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the Third Party Service provider ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to EazyAutomate. Customer understands that EazyAutomate is not responsible for providing technical support for the Third Party Services and that EazyAutomate is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.

 

 

a. Fees and Payment. All charges associated with Customer’s Account (“Fees”) are set forth in the applicable SOF or Website. For credit card payments, the payment is due immediately upon receipt of invoice. Customer hereby authorizes EazyAutomate or our authorized agents, as applicable, to bill your credit card upon subscription to the Service(s) (and any renewal thereof). For payments through other accepted methods, payment is due and payable in full within thirty (30) days from the invoice date or as stated in the applicable SOF. Payment obligations are non-cancelable, regardless of utilization by the Customer and except as expressly permitted in this Agreement, Fees paid are non-refundable. Customer will pay the Fees through an accepted payment method as specified in the applicable SOF or Website. Unless otherwise set forth in the SOF, Customer’s subscription to the Services will renew automatically for a Subscription Term in accordance with the renewal terms and conditions set forth in Section 6(b) below. During the Subscription Term, the Customer shall not reduce their Service Plan or User count.

b. Late Payments. If undisputed Fees are more than thirty (30) days overdue, then, following written notification from EazyAutomate, EazyAutomate may suspend Customer’s access to the EazyAutomate Technology, including, without limitation, Customer’s Account, until such unpaid Fees are paid in full.

c. Payment Disputes. EazyAutomate will not exercise its rights under Section 5(b) (Late Payments), 6(d) (Termination for Cause) or Section 6(c)(i) (Suspension of Service) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

d. Applicable Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent EazyAutomate is legally required to collect the same, will be itemized on the EazyAutomate invoice.  If Customer has an obligation to withhold any amounts under any law or tax regime (other than Indian income tax law), Customer will gross up the payments so that EazyAutomate receives the amount actually quoted and invoiced.  If EazyAutomate has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides EazyAutomate with a valid tax exemption certificate authorized by the appropriate taxing authority.   

e. Orders by Affiliates. Customer’s Affiliates may purchase Services directly from EazyAutomate by executing an SOF which is governed by the terms of this Agreement. Such SOF will establish a new and separate agreement between the Customer’s Affiliate and the EazyAutomate entity signing such SOF. If the Affiliate resides in a different country than Customer, then the SOF may include modifications to terms applicable to the transaction(s) (including but not limited to tax terms and governing law).

f. Purchases from Channel Partners.  Customer may procure use of any Services, Software, or Mobile Apps from a third-party authorized reseller of EazyAutomate, including third party marketplaces (“Channel Partner”) pursuant to a separate agreement with the Channel Partner. Customer’s use of any Services, Software, or Mobile Apps procured through a Channel Partner will be subject to the terms of this Agreement, and all fees payable (including all applicable taxes) for such use will be payable to the Channel Partner pursuant to the terms agreed to between Customer and Channel Partner.  Customer understands and agrees that, if Customer purchased the Services, Software, or Mobile Apps subscriptions via a Channel Partner, service credits and refunds payable under this Agreement may be payable or applied by Channel Partner acting on behalf of EazyAutomate in proportion to the fees paid by Customer to the Channel Partner, and the discharge by the Channel Partner of such obligations will relieve EazyAutomate of the same under this Agreement.

 

a. Term. This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website) and continue for the Subscription Term specified therein.

b. Renewal.  Unless a party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew at the same number of subscriptions at the same Service Plan, for a period equal to the previous Subscription Term. EazyAutomate reserves the right to increase the Fees at the beginning of each Subscription Term, including any automatically renewed term. Any Fees for a renewed Subscription Term are due upon the date of renewal.

c. Suspension. EazyAutomate may suspend Customer’s access to the Services, Software, Mobile Apps and/or Customer’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, per the process noted in Section 5(b) above; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 2 (Use Restrictions); or (iv) in the event suspension is deemed necessary by EazyAutomate to prevent or address the introduction of Malicious Software (as defined in Section  9.b below), a security incident, or other harm to Customer, EazyAutomate, or EazyAutomate’ other customers.  EazyAutomate will notify Customer of any such suspension. EazyAutomate will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or EazyAutomate Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved.  Such suspension will in no way affect Customer’s other obligations under this Agreement.

d. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

e. Free Trial Customers. Upon the expiration of Customer’s free trial, EazyAutomate may immediately suspend Customer’s access to the Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement EazyAutomate will have no obligation to maintain, store or otherwise retain Customer Data beyond the end of the free trial period.

 

7. Data Export. and Retention. Upon termination or expiration of this Agreement or any SOF for any reason, Customer’s access to the Services, Software, Mobile Apps, APIs and other EazyAutomate Technology will terminate.  EazyAutomate strongly recommends that Customer export all Customer Data before Customer closes Customer’s Account. EazyAutomate will make Customer Data available for export for fourteen (14) days from the effective date of the closure of  the Customer’s Account due to: (i) the termination or expiration of this Agreement, or (ii) termination or expiration the applicable SOF (“Data Export Period”).Where Customer Data is retained by EazyAutomate and can be exported, and provided that Customer is current on its payment obligations as described in Section 5, Customer may contact EazyAutomate within the Data Export Period to have EazyAutomate export Customer’s Customer Data. Beyond such Data Export Period, EazyAutomate reserves the right to retain Customer data for up to three (3) months before deleting all Customer Data in the normal course of operation except as necessary to comply with EazyAutomate legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted. Customer may contact support@EazyAutomate.com within the Data Export Period to export Customer Data.

8. Confidentiality. Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation.  The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing.  The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

 

 

a. Service Warranty. EazyAutomate warrants that the Services, Software or Mobile Apps will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty, EazyAutomate will use diligent efforts to correct the Services, Software, or  Mobile Apps so the foregoing warranty is met, and if EazyAutomate is unable to make such corrections in a timely manner, either party may terminate the applicable SOF, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Services, Software or Mobile Apps purchased thereunder. This warranty will not apply if the error or non-conformance was caused by Customer’s breach of this Agreement or Customer’s or its Users’ misuse of the Services, Software, and Mobile Apps, modifications to the Services, Software, and Mobile Apps by anyone other than EazyAutomate or its representatives, or third-party hardware, software, or services used in connection with the Services, Software, and Mobile Apps.

b. Malware Warranty. EazyAutomate warrants that the Services hosted by EazyAutomate will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of EazyAutomate or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices or similar destructive or harmful code or code that self-replicates (collectively, “Malicious Software”).

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

a. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.

b. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO EazyAutomate IN THE TWELVE MONTHS PRECEDING THE CLAIM (“THE GENERAL LIABILITY CAP”).

c. IN THE CASE OF IP CLAIMS AND DATA CLAIMS, EazyAutomate AND ITS AFFILIATES’ TOTAL LIABILITY TO THE CUSTOMER AND ITS AFFILIATES FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”).

d. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPERCAP.  SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP.

e. THE PARTIES AGREE THAT THIS SECTION 10 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SOF.

 

a. Indemnification by EazyAutomate. EazyAutomate will defend Customer and  its Affiliates, from any third party claim alleging that Customer’s use of the EazyAutomate Technology as contemplated hereunder infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer and its Affiliates from and against any damages and costs awarded against Customer or its Affiliates, or agreed in settlement by EazyAutomate (including reasonable attorneys’ fees) resulting from such IP Claim. EazyAutomate will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the EazyAutomate Technology by Customer, its Affiliates or Users; (ii) modification of the EazyAutomate Technology by anyone other than EazyAutomate or its representatives; (iii) or the combination, operation or use of the EazyAutomate Technology with other data, hardware or software not provided by EazyAutomate. If Customer’s  use of the EazyAutomate Technology results (or in EazyAutomate’ opinion is likely to result) in an IP Claim, EazyAutomate may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonably as determined by EazyAutomate, then either Customer or EazyAutomate may terminate Customer’s subscription to the Service, whereupon EazyAutomate will refund Customer, on a pro-rated basis, any Fees Customer has previously paid EazyAutomate for the corresponding unused portion.  The sections above state EazyAutomate’ entire liability and Customer’s exclusive remedy with respect to an IP Claim.

b. Indemnification by Customer. Customer will defend EazyAutomate and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless  EazyAutomate and its Affiliates from and against any damages and costs awarded against EazyAutomate and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, (ii) Customer’s or its Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.

c. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 11, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 11 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

 

12. Miscellaneous.

a. Use of Third Parties for Payment Processing. EazyAutomate may use a third-party service provider to manage payment processing provided that such service provider is not permitted to store, retain, or use Customer’s payment account information except to process Customer’s payment information for EazyAutomate. Customer must notify EazyAutomate of any change in Customer’s payment account information, either by updating Customer’s Account or by e-mailing EazyAutomate at support@EazyAutomate.com

b. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all SOFs), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void.

c. Entire Agreement. This Agreement, together with any SOF, the Privacy Notice, the DPA and Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements or communications between Customer and EazyAutomate, including but not limited to Customer registration forms and Purchase Orders, regarding the subject matter hereof. In the event of a conflict between the Privacy Notice, the Supplemental Terms, or any SOF and this Agreement, the order of precedence will be, first, the Privacy Notice, second, the SOF, third, the Supplemental Terms, and fourth, this Agreement.  If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect.

d. Publicity Rights. EazyAutomate may identify Customer as a EazyAutomate customer in its promotional materials. 

e. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

f. Survival. Sections 2.b (Use Restrictions), 4 (Intellectual Property), 5 (Fees and Payment), 6 (Term, Termination and Suspension), 8 (Confidentiality), 9.c (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.c (Entire Agreement), 12.f (Survival), 12.g.  (Notices), 12.j (Governing Law) and 12.k (Dispute Resolution) and 13 (Definitions) will survive any termination of the Agreement. Termination of this Agreement will not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

g. Notices. All notices to be provided by one party to the other under this Agreement may be delivered in writing by (i) nationally recognized overnight delivery service or US mail to the mailing address provided on the SOF; or (ii) electronic mail to the e-mail address provided for Customer’s Account. All notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) business days after being deposited in the mail or with a courier as permitted above.

h. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify EazyAutomate.

i. Force Majeure.  Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited , acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement and all SOFs on written notice to the non-performing party.  If EazyAutomate is the party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services, Software or Mobile Apps for the period noted herein, and Customer terminates this Agreement and all SOFs, then EazyAutomate will provide Customer a refund of fees paid by Customer pro-rated as of the date the Force Majeure Event commenced.

j. Governing Law. This Agreement is governed by the laws of New Delhi, India without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of Delhi Courts for any claims or dispute relating to this Agreement.

k. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by arbitration in New Delhi, India. 

“Account” means any accounts or instances created by or on behalf of Customer for access to and use of any of the Services.

“Affiliate” or “Subsidiaries” means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

 

“Confidential Information” means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means, all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users and End Users, submitted to the Services by Customer or its Users through Customer’s Account in connection with Customer’ use of the Services.

“Data Claims” means any claims arising from either (a) a party’s breach of Section 3 (Customer Data), Section 8 (Confidentiality), the DPA, the BAA (if applicable), or the, Privacy Notice where such breach results in the unauthorized disclosure of Customer Data, or (b) breach of Section 2 (b) (Use Restrictions).

“Documentation” means, the then-current, generally available user documentation provided by EazyAutomate detailing the functionalities of the Software and the Services.

“End User” means, any person or entity other than Customer or Customer’s Users with whom Customer interacts using the Services.

“EazyAutomate Technology” means, (i) the Services, Software, Mobile Apps, Documentation, EazyAutomate’ APIs, EazyAutomate’ website(s) and any content published on the EazyAutomate’ websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) EazyAutomate’ Confidential Information and (iv) any modifications or derivative works of the foregoing.

“Marketplace User Terms” means, the EazyAutomate Marketplace User specific terms located currently at https://www.EazyAutomate.com/marketplace-user-terms/ as updated from time to time.

“Mobile App” means, the EazyAutomate-branded Software applications provided by EazyAutomate to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices).

“Personal Data” means, data relating to an individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller (as defined under applicable data protection laws).

“Privacy Notice” means, EazyAutomate’ privacy notice currently at www.EazyAutomate.com/privacy-policy as updated from time to time.

“Service Order Form or SOF” means, (i) any service order referencing this Agreement and executed by Customer and EazyAutomate, or (ii) any online ordering document or process completed by Customer, including any online registration through a Website, each of which detail, the Services subscribed to and corresponding Service Plans, the number of Users authorized to use the Services, Fees payable to EazyAutomate, the applicable Subscription Term, and any relevant additional terms and conditions. This may also include any change order forms.

“Services” means, the EazyAutomate software-based service offerings identified on the SOF and any Updates, including any Software, API or Documentation made available by EazyAutomate with such offering, but excludes any applications or APIs separately provided by third parties.

“Service Plans” means, the pricing plans and other packaged offering limitations for and the applicable Services for which Customer subscribes with respect to any User.

“Software” means the generally available software provided by EazyAutomate in connection with Customer’s use of the Services, and includes Mobile Apps, but excludes any applications or APIs that are provided by third parties.

“Subscription Term” means, the period stated on a SOF during which Customer subscribes to the Services.

“Update” means, the generally available updates, upgrades, hot fixes, patches, workarounds to the Software or Service provided by EazyAutomate to all subscribing customers, but excludes separately priced new products or modules.

“User” or “Agent” means, any individual who is authorized by Customer to use the Services, including an Account administrator, employees, consultants, contractors, and agents of Customer or its Affiliates, and third parties with which Customer or its Affiliates transact business.