End User License Agreement (EULA) | e-Genie.ai - Hakuhodo Data Labs Private Limited

THE WEBSITE https://e-genie.ai/ AN INTERNET BASED PLATFORM (“PLATFORM”), IS OWNED AND OPERATED BY HAKUHODO DATA LABS PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE COMPANIES ACT, [2013] (HEREINAFTER REFERRED TO AS “COMPANY” OR “WE” OR “US” OR “OUR”).

THE PLATFORM IS AN [ELECTRONIC COMMERCE MEDIA OPTIMIZATION TOOLKIT OFFERING A COMPREHENSIVE SUITE OF TOOLS TO ENHANCE REPORTING, AUTOMATE TASKS, AND OPTIMIZE ADVERTISING CAMPAIGNS]. THE PLATFORM PROVIDES TOOLS LIKE PRODUCT INFORMATION MANAGEMENT, DIGITAL SHELF MANAGEMENT, MEDIA AUTOMATION MANAGEMENT, BUSINESS MONITORING.

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY AGREEING TO AVAIL OUR SERVICES OR BY AVAILING THE SERVICES OR BY CHOOSING TO USE, VISIT, VIEW, ACCESS, TAKE ANY STEP TO DOWNLOAD, ALL OR ANY PORTION OF THE PLATFORM, YOU (“USER”/ “YOU”/ “YOUR”) ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS EULA. IF YOU, AVAIL OUR SERVICES OR ACCESS OR USE THE PORTAL YOU REPRESENT THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS EULA LEGALLY. IF YOU ARE USING THE PORTAL ON BEHALF OF ANY ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS EULA ON SUCH ENTITY’S BEHALF AND THAT SUCH ENTITY AGREES TO BE BOUND BY THIS EULA. BY AGREEING TO THIS EULA, YOU ALSO AGREE TO THE PRIVACY POLICY AND/OR SUCH OTHER TERMS AND POLICIES AS MAY BE ESTABLISHED OR INTRODUCED BY THE COMPANY FROM TIME TO TIME IN RELATION TO THE USAGE OF THIS PLATFORM. IN ORDER TO ACCESS THE PLATFORM, THE USER MUST HAVE THE POWER TO ENTER INTO A BINDING CONTRACT WITH THE COMPANY AND NOT BE BARRED FROM DOING SO UNDER ANY APPLICABLE LAW. YOU SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS DIRECTORS, EMPLOYEES AND REPRESENTATIVES FOR ANY LIABILITY OR LOSSES ARISING OUT OF ANY BREACH OR VIOLATION OF THIS EULA, PRIVACY POLICY, ANY APPLICABLE LAW AND/OR SUCH OTHER TERMS AND POLICIES AS MAY BE ESTABLISHED OR INTRODUCED BY THE COMPANY FROM TIME TO TIME IN RELATION TO USAGE OF THIS PLATFORM.

YOU SHALL REVIEW THIS EULA THOROUGHLY AND IF SATISFIED, ACCEPT THE SAME BY CLICKING THE BUTTON BELOW, PRIOR TO USING THE PLATFORM AND ITS SERVICES. IN CASE YOU FIND ANY ERROR IN THIS EULA, YOU MAY COMMUNICATE THE SAME TO THE COMPANY IN WRITING AT THE ADDRESS PROVIDED IN CLAUSE [·] OF THIS EULA. IF ANY TERM OF THE EULA IS NOT ACCEPTABLE TO YOU, PLEASE CEASE FROM SIGNING UP, SUBSCRIBING, SETTING UP OR USING THE PLATFORM AND ITS SERVICES FORTHWITH. YOUR CONTINUED USE OF THE PLATFORM (AND ITS SERVICES) SHALL BE DEEMED TO BE AN ACCEPTANCE BY YOU OF THE TERMS OF THIS EULA.

THIS EULA MAY BE UPDATED BY THE COMPANY FROM TIME TO TIME. ONCE THE UPDATED/ AMENDED TERMS OF THE EULA ARE RELEASED. THE UPDATED TERMS SHALL EFFECTIVELY SUBSTITUTE THE ORIGINAL TERMS OF THE EULA. THE USER MAY LOGIN INTO THE PLATFORM TO REVIEW THE LATEST VERSION OF THE TERMS OF THIS EULA AT ANY TIME.

This EULA is important because it:

outlines your legal rights and obligations vis-à-vis the Platform.
explains the rights you give to the Company when you use the Platform;
describes the rules you need to follow while using the Services offered on the Platform;
contains an agreement on how to resolve any disputes that may arise;
explains the specific terms upon which you may use the Services offered on the Platform;

OWNERSHIP OF THE PLATFORM
1. The User acknowledges and agrees that the Platform is only [a self-service platform that provides features and analytical tools for optimization of advertising and media management to the User for its use]. By using, visiting, registering and/or otherwise accessing the Platform and availing its Services, you hereby certify that:
  1. you have the authority to avail the Services and agree to be bound by the EULA and any other documents incorporated herein in relation to this Platform.
  2. you are of legal age to form a binding contract or possess legal parental or guardian consent and/or assistance (in the event you are below 18 years of age) and are in full capacity and competence to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these EULA.
  3. you hereby agree to abide by and comply with the EULA and are not a person barred from receiving Services under the applicable laws in India. You are not convicted of any offence by the courts of law in India.
2. Where the User is a business entity, the license granted herein shall extend to its employees, agents, consultants, or contractors who are authorized to use the Platform on its behalf (“Authorized Users”). The User shall be responsible for ensuring that all Authorized Users comply with this EULA and shall be liable for any breach by such Authorized Users.
3. The Platform may also be accessed and managed by the Company or duly appointed service provider, for the limited purpose of managing the User’s account and campaigns on the User’s behalf. The User acknowledges and agrees that such Company/ Service Provider’s use shall be deemed to be the User’s use.
4. You understand that the Platform and all of its Services are property of the Company and are solely based in India. The Platform is accessible globally and may be used from jurisdictions outside India. Users accessing the Platform from outside India are responsible for compliance with applicable local laws. Notwithstanding the foregoing, this EULA shall be governed by the laws of India, unless otherwise agreed in a separate written agreement.
5. Certain parts / areas of the Platform may contain links that redirect You to other websites of the Company’s affiliates, including those for specific products / services as well as those operated by the Company’s affiliates. To the extent that You access such other websites operated by the Company and/or its affiliates, note that Your access and usage may be governed by different terms and conditions of use as mentioned on such website. If there is a conflict between this EULA and terms of use posted for a different website operated by the Company or its group companies, the latter shall have precedence with respect to Your use of such website.
6. Occasionally there may be information on the Platform that contain errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability, for which the Company shall not be held responsible or liable, in any manner. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information if any information on the Platform is inaccurate at any time without prior notice.
7. Furthermore, there may be occasions when the Services on the Platform are interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of the Company, that may further result in loss of certain or all content, features, and functionalities. The Company shall not be held responsible or liable, in any manner, for the same.
REQUIREMENTS
The use of the Platform requires one or more compatible devices, internet access and may require obtaining updates or upgrades from time to time. Since use of the Platform involves hardware and internet access, the User’s ability to access and use the Platform may be affected by the performance of these factors. High-speed Internet access is recommended. The User acknowledges and agrees that such system requirements, which may be changed from time to time, are the User’s responsibility.
PLATFORM LICENSE
1. Subject to the terms of this EULA, the Company grants the User a non-exclusive, non-transferable, revocable and a limited license to access and use the Platform. Except as expressly stated herein, this EULA does not grant the User any intellectual property rights in the Platform and all rights not expressly granted are reserved by the Company.
2. This EULA will be valid until terminated in accordance with the terms of this EULA.
3. The User acknowledges and accepts that the Platform is only a self-service platform which combines automated tasks into a seamless workflow to deliver the Services. Notwithstanding anything contained in this EULA, in no event shall the Company be responsible or held liable in any manner for any incident, transaction, or occurrence or event of any nature, that occurs between the User and any third party software that is integrated/ deployed by the User on the Platform.
PAYMENTS AND USER ACCESS
1. The User can access features on the Platform without making any payment on the Platform. [The payment towards the Services on the Platform along with all applicable fees, charges and taxes shall be payable in accordance with the statement of work signed between the Company and the licensee in relation to the User’s access to the Services, which is governed by this EULA].
2. In the case of business entity Users, payments, billing terms, and applicable taxes shall be governed by the commercial agreement (including any Statement of Work, Order Form, or Master Services Agreement) entered between the Company and the User, or between the Company and its authorized reseller, as applicable.
ACCOUNT CREATION
1. To get started with using the Services offered on the Platform, the User may be required to create an account on the Platform, by accessing the [‘Sign Up’ section] on the following web page: https://e-genie.ai/and manually create an account using the credentials provided by the Company; (“Account”). [The Platform may employ additional verification steps to ensure that the User is a verified user, and in such a case, the User shall be obligated to complete such additional verification steps for [full/ continued] access to the Platform.]
2. The User understands and acknowledges that the User is solely responsible for (i) safeguarding the Account details, including any passwords / pin used to access the Account and the Platform; and (ii) the use of the Platform and its Services.
RESTRICTIONS
The User shall not:
1. sell, assign, sub-license, disclose or otherwise transfer or make available the Platform, in whole or in part, to any third party;
2. access the Platform from any proxy source other than official website/ weblink authorized by the Company;
3. impersonate or attempt to impersonate any person or entity;
4. implement, use, sell, distribute, transfer or permit any third party to implement, use, sell, distribute or transfer the Platform (and all the intellectual property rights thereto) for the purpose of profit making;
5. copy, alter, amend, run by mount or create any derivative work based on the Platform or any part or component thereof. For avoidance of doubt, the forms of restricted use include, but are not limited to, the creation of plug-ins, add-on programs or any unauthorized third-party tools/ services that access or try to access the Platform or its source code and other co-relative systems;
6. remove, delete or alter any proprietary notices or marks (including without limitation, the copyright statements) on the Platform;
7. re-engineer, de-compile, disassemble, alter, translate, access or reverse-engineer the Platform (or its source code, except that part which is open-source) or any part or component thereof;
8. use any technology or automated system such as scripts, spiders, offline readers or bots in order to collect or disseminate usernames, passwords, email addresses or other data stored on the Platform;
9. use the Platform to take any action to threaten the security of the network, server, any other account on the Platform, without permission; attempting, without permission, to detect, scan or test the weakness of the Platform or its network system;
10. introduce or attempt to introduce any virus, trojan, bug, bots, worms or any other malicious program on the Platform;
11. use the Platform to deliver, publish, transmit or store any content that contravenes the laws of any country, or threatens the national security or social stability of any country;
12. publish, deliver, transmit or store any content that is inappropriate, insulting, defamatory, obscene (including pornographic content), violent or is against the laws of any country;
13. use the Platform to publish, deliver, transmit or store any content that infringes the intellectual property rights, trade secrets or other legal rights of any third party;
14. use the Platform and its Services in any other illegal manner, for any illegal purpose or in any form which is in contravention of the terms of this EULA.
TERMINATION OF LICENSE
1. If the User breaches any of the terms contained in this EULA, Privacy Policy, any applicable law and/or such other terms and policies as may be established or introduced by the Company from time to time in relation to usage of this Platform, the Company, at its sole and absolute discretion, can immediately terminate, suspend in part or whole, or restrict the User’s right to use the Platform and its Services without any notice.
2. Once the license is terminated or suspended, the User may not be entitled, if the Company deems so, to continue to use the Services under the same Account, a different Account or re-register under a new Account, and the User’s right to use the Platform will immediately cease.
3. Any suspension or termination will not affect the User’s obligations towards the Company under this EULA, Privacy Policy, any applicable law and/or such other terms and policies as may be established or introduced by the Company from time to time in relation to usage of this Platform, which by their nature are intended to survive such suspension or termination.
4. Any suspension or termination shall not entitle the User to claim refund of any payments made in accordance with clause 4 above.
PLATFORM UPDATES/ USE OF USER’S DEVICE
1. The Company reserves the right to change or restrict the functional aspects of the Platform for the purpose of business development or pursuant to directions from any governmental authority or in course of compliance with applicable laws, at its sole discretion and the Company takes no responsibility whatsoever in respect of any direct or indirect damages or losses incurred or suffered by the User or any third party as a result of such change or restriction on the Platform.
2. The Company reserves the right to amend or suspend the Services on the Platform at any time and without any prior notice to the User. The Company shall not be responsible to the User or any third party for the Company exercise of its right to amend or suspend the Services offered on the Platform, or the Platform itself.
FORCE MAJEURE:
Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the effective date of this Agreement and which are beyond the reasonable control of the Parties, such as strikes, blockade, war, acts of civil or military authority, terrorism, riots, natural disasters, refusal of license or other acts by any government or other governmental agencies (including the passage of laws, regulations or sanctions which impact the delivery of Qlik Products or Services), pandemics, failure or diminishment of power, telecommunications or data networks or services, malicious attacks or materials shortage in so far as such an event prevents or delays the affected Party from End User Licence Agreement fulfilling its obligations and such Party is not able to prevent or remove the force majeure at reasonable cost.
INTELLECTUAL PROPERTY RIGHTS
1. For purposes of this EULA “Platform Content” means the Services, and all information and/ or content that you see, hear or otherwise experience on the Platform including but not limited to text, graphic, images, music, software, audio, video, stills, works of authorship of any kind, and information or other materials that are posted, transmitted, displayed, generated or otherwise made available through the Platform; and (ii) “User Content” means any content that the User makes available on the Platform, and includes information, text, images, audio, photographs, graphics, video, messages, tags, or other materials.
2. The Platform Content is protected by the copyright, trademark and other applicable laws in relation to the intellectual property rights. The Company owns and has the license to use all of the intellectual property rights to the Platform Content, including without limitation, all intellectual property rights protected as trade secrets, copyrights, trademarks, service marks, trade dress, or proprietary or confidential information, whether or not they happen to be registered. However, any third-party services made available to You on the Platform are made available under the relevant third-party license terms which shall be applicable to You in case of your use of such services.
3. The decision to submit User Content to the Platform is your responsibility and you should only submit content that belongs to you or that will not violate the rights of others, as per the applicable laws. Be aware that Platform Content belongs to the creator of that content, and you should not reproduce or submit anything without permission of the owner of such content.
DISCLAIMER OF WARRANTIES
1. The Company expressly agrees that use of the Platform (including its Services thereon) is at User’s sole risk. The Platform and its Services are provided on an “as is” and “as available” basis. The Company expressly disclaims any and all liabilities, warranties, representations, conditions, or indemnities of any kind, whether express or implied including, but not limited to any and all liabilities and warranties of fitness for a particular use or purpose, non-infringement, title, operability, condition, value, accuracy of data and system integration.
2. The Company and/or its affiliates expressly disclaim any liabilities and warranties regarding security, accuracy, reliability, timeliness and performance of the Platform or that the Platform and its Services will be error free or that any errors will be corrected. No advice or information provided to You by the Company shall create any liability or warranty that is not expressly stated in this EULA.
3. The Company makes no representations concerning, and does not guarantee, the accuracy of the Services offered on the Platform, including but not limited to, any information provided through the Platform, from time to time, or their applicability to the User’s individual circumstances.
REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITY
1. The User covenants that it shall:
  1. comply with any and all applicable laws and/or such other rules and guidelines as may be applicable to the User;
  2. comply with all of the User’s wireless carrier’s / data provider’s terms and conditions;
  3. not breach any of the terms set forth in this EULA and the Privacy Policy;
  4. verify and affirm the accuracy and truthfulness of all the information the User provides to the Company; and
  5. not upload any information on the Platform that will infringe any third party rights, including without limitation, intellectual property rights and rights of privacy or publicity.
2. In addition to the above, the User agrees, acknowledges and confirms the following:
  1. the Company and/or its affiliates (including their directors, officers and/or employees) accept no responsibility for any legal or financial events or outcomes arising out of the use of the Platform;
  2. the Services offered on the Platform are for commercial use.
  3. the User will use the Platform and its Services in a manner consistent with any and all applicable laws and regulations; and
  4. the User will not falsify its identity or misrepresent itself or any other user or any third party, in any way, on the Platform.
3. The User understands that the failure to comply with the foregoing provisions or the restrictions contained in clause 6 (Restrictions) may result in immediate suspension or termination of the User’s right to use the Platform. The Company reserves the right, at its sole discretion and in all instances, to determine whether the User has or has not complied with any provision of this EULA.
4. The User will indemnify, defend, and hold harmless the Company, the Company’s licensors and affiliates and their respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:
  1. User’s access to and use of the Platform;
  2. User’s violation of any of the provisions of this EULA;
  3. User’s violation of any rules, regulations, acts or laws that are in force or that may come into force, from time to time;
  4. any activity related to User’s Account by the User or any other person accessing the Platform through the User’s Account, including without limitation, negligent or wrongful conduct; or
  5. User’s violation of any third party rights.
5. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User hereby agrees, undertakes and confirms to cooperate with the Company in asserting any available defenses.
LIMITATION OF LIABILITY
1. To the maximum extent permissible by applicable laws, in no event will the Company and/or its affiliates be liable to You or any third party for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or lost profits, arising out of, or in connection with, the use of the Platform or its Services and/or Platform Content, whether or not the damages are foreseeable, and/or whether or not the Company has been advised of the possibility of such damages in advance. In the event You are in a jurisdiction that does not allow limitation of liability in the manner stated hereinabove, the limitation shall apply to you to the extent permitted by applicable laws. If You are dissatisfied with the Services on the Platform, your sole and exclusive remedy is to discontinue using the Services and the Platform.
2. Except as otherwise required by applicable law, any claim or cause of action arising out of or relating to your use of the Platform and/or our relationship with You, must be brought within 30 (thirty) days of the occurrence of the event giving rise to the claim or cause of action, or the same will be deemed to be forever barred.
3. The Company and/or its affiliates shall, under no circumstances whatsoever, be liable for any delay and/or default in performance under this EULA caused by an event beyond their reasonable control, including but not limited to, war, accident, lock-down, act of god, pandemic, industrial action, embargo or a delay, failure or default by You, your wireless carrier, or any other supplier of goods or services to the Company or to You.
CLASS ACTION WAIVER
Where permitted under the applicable law, the User agrees that it may bring claims against the Company only in its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both the Company and the User, as a party to this EULA agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
ARBITRATION
1. In the event of any disputes, differences or claims arising in connection with this EULA, during its subsistence and/or after their termination in any manner whatsoever, including the validity and/or construction and/or interpretation of any of the sections hereof or anything done or omitted to be done pursuant hereto, the parties entering into this EULA shall to the fullest extent possible, try to settle the disputes, differences or claims in the first instance by prompt and good faith negotiations between themselves.
2. Any dispute that is not resolved within 30 (thirty) days of the occurrence thereof shall be referred to and finally settled by way of arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time (the “Arbitration Act”). The arbitration shall be conducted by a sole arbitrator appointed in accordance with the Arbitration Act.
  The seat, place and venue of the arbitration proceedings shall be [Delhi, India] and the language of the arbitral proceedings shall be English. All aspects of the arbitration shall be treated as confidential. The law governing this arbitration agreement shall be the law of India.
3. The arbitrator shall have the power to grant any legal or equitable remedy or relief available under applicable law, including injunctive relief (whether interim and/ or final) and specific performance. For avoidance of doubt, each party to the dispute shall be entitled to apply to the appropriate court of competent jurisdiction for interim or interlocutory relief in respect of such arbitration.
4. The arbitrator shall also have the power to decide on any dispute regarding the validity of this clause 15.
5. During the course of any arbitration under this clause 15, except for the matters under dispute and subject to any interim reliefs/ orders granted by courts/ or the arbitrator, the parties entering into this EULA shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this EULA.
6. The parties entering into this EULA shall participate in good faith to reasonably expedite (to the extent practicable) the conduct of any arbitral proceedings commenced under this EULA.
7. The arbitrator shall render a written and reasoned award in writing at the earliest and in its award, also, decide on and apportion the costs and reasonable expenses (including reasonable fees of counsel) incurred in the arbitration. Any arbitral award or measures ordered by the arbitrator: (a) may be specifically enforced by any court of competent jurisdiction; and (b) shall be final and binding on the parties entering into this EULA./
GOVERNING LAW AND JURISDICTION
This EULA shall be strictly governed by and constructed in accordance with the laws of India and subject to Clause 15 hereinabove, the courts of [Delhi, India] shall have exclusive jurisdiction over any disputes arising from this EULA or use of the Services and the Platform.
PRIVACY POLICY
With User’s use of the Platform and its Services, the Company will collect certain information as set forth in more detail in our privacy policy, which is hereby incorporated by reference (“Privacy Policy”). The Privacy Policy is available at https://e-genie.ai/privacy-policy.
CONTACT INFORMATION
If you have any questions about the terms of this EULA or the Platform or the Services offered on the Platform, please contact the Company at support@e-Genie.ai.

Entity Name: Hakuhodo Data Labs Private Limited

Registered Office Address: Unit 14,1st Floor,Vasant Square, Mall Sector-B,Vasant Kunj, New Delhi- 110070.

Grievance Officer: Shweta Sharma

Contact Details : support@e-Genie.ai

IN WITNESS WHEREOF, the parties hereto have caused this End User License Agreement to be executed by their duly authorized representatives as of the Effective Date.

For and on behalf of: HAKUHODO DATA LABS PRIVATE LIMITED (Company)

End User Licence Agreement