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TERMS OF SERVICE

THIS END USER LICENSE AGREEMENT and all documents linked to herein and therein (collectively, this “Agreement“) is a legal agreement between you (“you” which term shall include your successors in interest and assigns) and Transform Automations India Private Limited, with its registered office at 11-101, Shriram Chirping woods, 12th Main, Shubh Enclave, Haralur Road, Bangalore – 560102, Karnataka, India (“Transform” which term shall include its successors and assigns), that governs your use of AssureAI Suite of Audit Automation, Productivity and Collaboration Software (“Software”). This Agreement is legally binding between you and Transform from the date you start accessing/using Trial Version of the Software or from the starting date of your subscription as detailed herein below (“Subscription Start Date”), whichever is earlier.

If you are using the Software in your capacity as an individual, employee or agent of a company or proprietorship or partnership firm or any other form of organization (“entity”), then any references to “you” in this Agreement shall refer to such entity and not to you in your personal capacity. You warrant that you are authorized to legally bind the entity on whose behalf you are accessing / using the Software.

  1. DEFINITIONS:
    • “Affiliate“ means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes hereof, means (a) the legal power to direct or cause the direction of the general management and policies of an entity whether directly or indirectly and whether through the ownership of voting securities, by contract, or otherwise, or (b) the beneficial ownership, whether direct or indirect, of fifty percent (50%) or more of the voting securities or other ownership interest or other comparable equity interests of an entity.
    • “Documentation” means the published and generally available instructions for Software installation, use, and administration, as updated from time to time to reflect updates, and the software license descriptions.
    • “Support Programme” means Transform’s support programme for the Software, as the same may be updated from time to time by Transform at its discretion; provided, that any updates will not take effect with respect to your subscription to the Software until renewal of the Subscription Term for the Software.
    • “Software” means the proprietary, cloud-based software program(s) carrying the trademark “AssureAI” made available to you as part of a free trial or subscription plan, including any updates or enhancements provided by Transform.
    • “Subscription Term” means the period of time during which you are licensed to use the Software in accordance with this Agreement and the same shall commence on the Subscription Start Date.
    • “Support Services” mean the technical support services for the Software made generally commercially available by Transform to its customers pursuant to and as described in the Support Programme.
    • “User” means an individual who is authorized by you or your Affiliates to use the Software, has been given access credentials by you to access and use the Software, and who is bound by enforceable terms at least as protective of the Software and the Transform’s Confidential Information as this Agreement.
  1. INFORMATION:

Types of Information:
We collect both personal and non-personal information. When we refer to “personal information” in this Agreement, we mean information that can be used to identify you as an entity, such as your name, e-mail address, date of birth/ date of incorporation (as the case may be) and such other personal details as may be required. Personal information does not include “anonymous” or “aggregate” information. Anonymous information is information that is not associated with or linked to your personal information and that does not enable identification of you as an entity. Aggregate information is anonymous information that we collect about a group or category of products, services or Users. You are responsible for maintaining confidentiality of your User(s) details including the User(s) sign in details, passwords and other sensitive information and for all the activities that may occur in your User(s) account.

Use of Information:

We may use your information, including personal information that we obtain to provide services including Support Services, operate our business, meet our contractual and legal obligations, protect the security of our system or fulfil other legitimate interests. The purposes for which we collect and use your information include:

  1. To provide, manage, maintain, and secure the product;
  2. To provide you, if you are a customer, with effective customer service;
  3. To understand the preferences of Users of the software, and compile aggregated statistics about usage of the Software;
  4. To contact you with information and notices related to your use of the Software;
  5. To invite you to participate in surveys and provide feedback to us;
  6. To develop aggregate statistics to help monitor the performance of the Software, conduct research, improve our content and services;
  7. To operate and improve our business, including to administer, protect and improve our Support Services, to develop new products and services, and for other internal business purposes;
  8. To protect the security of our Software and related Support Services; to protect against and prevent fraud or identity theft, claims and other liabilities, and to manage corporate risk exposure;
  9. To enforce this Agreement, terms of use and/or other agreements; and
  10. To use for any other purpose including improving the offering of the Software apart from data analytics, machine learning etc.

 

Storage and Processing of Information:

We store and process data on cloud servers. Wherever we store or process personal information pursuant to this Agreement, we take measures to ensure that the said information is processed in accordance with this Agreement and in compliance with applicable law.

Security

We maintain reasonable administrative, physical, and technological measures to protect the confidentiality and security of your information including the databases and contents stored in our server(s).

In terms of the Information Technology Act 2000, as amended by the Information Technology (Amendment) Act 2008, Transform has taken and shall continue to take due care in implementing and maintaining reasonable security practices and procedures in possessing, dealing, and handling sensitive personal data or information of the registered User(s) and/or their clients. However, since the servers, databases, and other systems, regardless of how secure they may be, are prone to concerns like errors and cyber-attacks, and hence guaranteeing prevention of exposure and/or misuse of the said information is uncertain. In spite of that, Transform strives to secure the information with all the resources at our disposal, but we shall neither be held responsible should such unfortunate event occur, nor be liable for any consequences that may arise from such an event.

Protection of data (including personal data) shall require equal commitment from you and us. Accordingly, data (including personal data) shall be shared between you and us strictly to the extent necessary for the performance of the services. To the extent reasonably practicable, you shall redact, mask or blank out any personal data from the data which is shared with or transferred to us unless such personal data is required by us / the Software to perform the services including Support Services. In any event, for the avoidance of doubt, it is clarified that such personal data, if shared, shall be treated as confidential information.

Further, we shall not disclose any personal information about you and / or your client(s) without your consent, unless it is statutorily required under any law for the time being in force or if asked for by an order, notice etc. of any court, regulatory authority etc.

  1. FREE TRIAL:

If you register on our website for a free trial of the Software or otherwise request a free trial version, Transform will provide you with access to the Software free of charge (the “Trial Version”) until the end of the trial period. You may only use the Trial Version to review, demonstrate, and evaluate the Software, and the Trial Version may have limited functionality. The Trial Version will cease operating after the applicable time period based on an internal metering mechanism. Regardless of any such metering, you must discontinue use of the Software at the end of the free trial period.

The duration of the free trial period for the Trial Version is 14 days, or such other period as Transform may offer at its sole discretion. After that period, Transform will suspend your trial access and discontinue availability of the Trial Version unless and until you activate a subscription plan. You have the opportunity to select from various subscription plans offered by Transform during the free trial period.

The Software is provided “as-is” and “as-available,” without any customization options specific to individual requirements. Reports, output formats, and other features are based on standardized templates and may not be altered or tailored to your specific needs. It is solely your responsibility to evaluate and verify that the outputs, reports, or other functionalities meet your requirements before deciding to purchase a subscription.

You shall not:

  1. circumvent or attempt to circumvent any usage restrictions or limitations that are designed to enforce the trial period;
  2. disclose the results of any performance or benchmark tests obtained using the Trial Version to any third party without Transform’s prior written consent; and/or
  3. use the Trial Version for any purpose other than solely evaluating the purchase of a subscription to the Software.
  1. SUBSCRIPTION:

Subscription Fees

Transform offers paid subscription plans (“Subscription”) for the Software, which grant you the right to use the Software on an as-is and as-available basis for a specified term. Each Subscription plan comes with a standard validity period and requires payment of fees in advance. All details of the Subscription plans, including fees, are described on the website www.assureai.in and are non-refundable, non-cancellable, and non-creditable once paid.

No Customization

The Software, including its output formats, reports, and other features, is provided based on standard formats that Transform has determined in accordance with applicable regulations and best practices. Individual customization requests for alternative formats, layout changes, or additional functionalities will not be entertained. By subscribing, you acknowledge and agree that the Software is a standardized product and that you will use it in the form provided without reliance on any future custom modifications specific to your individual requirements.

Price Changes

Prices posted on the website are subject to change without notice. Prices prevailing at the time of placing a Subscription order shall apply. All prices on the website are exclusive of any applicable taxes (including GST) and other levies.

Additional Users and Usage

If you add additional users during the Subscription term, Transform may charge you for these users at the then-current applicable rates, effective immediately upon activation of the request. You agree that you are not relying on any future availability of the Software beyond the current Subscription term, nor on any promise of upgrades or feature enhancements.

Payment Terms

Subscription fees must be pre-paid prior to the activation or renewal of your Subscription. Renewal fees, once initiated, cannot be cancelled until the end of the corresponding term. If payment transactions fail due to insufficient funds, bank issues, security concerns, or for any other reason, your Subscription may be terminated or not renewed. In such an event, Transform will not be liable for any loss or damages arising from deactivation of the Software.

License Grant: 

Subject to all terms and conditions set forth in this Agreement, Transform grants the Users, a limited, non-exclusive license during the Subscription Term to install and use the Software, for their own business purposes, in accordance with this Agreement. You are responsible for the compliance by you and your Users with the terms and conditions of this Agreement, including compliance with the Documentation and for any breach of any of the Clauses of this Agreement.

Delivery: 

Delivery of the Software shall be made by electronic means and such delivery shall be deemed to have been made as of the Subscription Start Date. The Software (other than Trial Versions) may transmit license-related data at the time of license activation to a license server in order to activate your license and provide you with notifications, including notifications of Updates, and to protect you and Transform against unlicensed or illegal use of the Software.

Restrictions in the Usage:

You shall not, and shall not permit any third party to:

      1. Non-Compliance: Use the Software in any manner that violates this Agreement or any applicable license restrictions.
      2. Derivative Works: Create or prepare derivative works based on the Software, in whole or in part.
      3. Commercial Exploitation:
        • Resell, lease, rent, or otherwise commercially exploit the Software, the website [www.assureai.in](http://www.assureai.in)[www.assureai.in](http://www.assureai.in), or any web application or content provided as part of your Subscription.
        • Use any product listing, description, pricing, or account information for the benefit of another merchant or for data mining or other data-gathering or extraction tools.
      4. Legal Compliance: Use the Software to violate any applicable laws, rules, regulations, or guidelines.
      5. Proprietary Notices: Remove or alter any trademarks, trade names, logos, copyrights, or other proprietary notices or labels from the Software.
      6. System Interference: Use the Software in any way that could damage, disable, overburden, or impair Transform’s servers or networks, or interfere with any other party’s access to Transform’s services.
      7. Unauthorized Access: Attempt to gain unauthorized access to the Software, Transform’s other services, user accounts, computer systems, or networks (including by hacking, password mining, or any other illicit means).
      8. Unauthorized Reproduction: Reproduce, duplicate, copy, sell, visit, or otherwise exploit the website and/or its content for any commercial purpose without Transform’s express written consent.
      9. Unauthorized Materials: Obtain or attempt to obtain any materials or information through means not intentionally made available by Transform via the Software or through Support Services.

You agree to comply with all applicable laws, rules, regulations, and the terms of this Agreement.

Data Retention:

Transform promises dutiful upkeep and secure storage of your confidential data and make it available to you during the subscription period. However, your data including the books of accounts, files, attachments, and media shall be stored in our storage servers for only a period of not exceeding three months after the expiry of your subscription period. You understand and agree that Transform shall be entitled to delete all your data that may be stored in its servers / computer systems at the end of three months from the expiry of your subscription period.

Third Party Materials:

You may elect to use, or Transform may make available to you for download, access, or use, certain third-party components, packages, applications, services, data, content, or resources (collectively all of the foregoing, “Third Party Materials“). Transform may make available Third Party Materials via its website or may provide links to third party websites where you may purchase and/or download or access Third Party Materials or the Software may enable you to download, or to access and use, such Third Party Materials. You acknowledge and agree that Third Party Materials may be protected by intellectual property rights which are owned by the respective third-party providers or their licensors and not by Transform. Accordingly, you acknowledge and agree that your use of Third-Party Materials may be subject to separate terms between you and the relevant third party and you acknowledge, and that Transform is not responsible for Third Party Materials and Transform makes no representations or warranties with respect thereto, all of which are provided on an “as is” basis. Transform assumes no liability or other obligations with respect thereto and, without limiting the foregoing, is not liable for any loss or damage that you may experience as a result of the use or access thereof. Third Party Materials are the sole property and responsibility of the third party from which they originated.

Support Services: 

During a Subscription Term, Transform will provide you (through your designated representatives) with Support Services, including updates, in accordance with and subject to the terms of the Support Programme. Transform may use technical information provided by you relating to the Software as part of the Support Services, including for product support and development. As part of the Support Services, Transform may make available bug lists, planned feature lists, and other supplemental materials, all of which are Confidential Information of Transform and for which Transform makes no representations or warranties of any kind.

Services:

Through its network of Web properties, Transform provides you with access to a variety of resources, including download options/areas, audit tools and such other related services apart from Support Services (collectively “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the Subscription plans selected by each subscriber. An illustrative list of Services include, data extraction and formatting, create checklists, assign audits, perform audits, carry out ledger mapping, ledger scrutiny, data validation, risk flagging, prepare a summary report, create additional dashboards, export reports in PDF, excel, word, etc.

Some Services may require additional fees depending on the level of effort needed by Transform’s team. In such cases, Transform will notify you in advance about the potential cost implications, and these Services will be provided only upon your prior approval.

Please note the above list is an indicative list of Services and are subject to change from time to time and also depends on the specific subscription plan selected by you.

  1. INTELLECTUAL PROPERTY RIGHTS:

Transform retains ownership of all right, title, and interest in and to the Software and related Services, including all intellectual property rights therein and thereto, and Transform reserves all rights not specifically granted in this Agreement.

You agree that all intellectual property of any sort associated with the Software, and related Services including all code, libraries, programmes, documentation, content, database, systems, logos, and trademark are owned by Transform. You bear no right to imitate or alter the aforementioned and other sole properties registered under Transform’s name. Sovereignty over these intellectual properties rests solely on Transform and cannot be questioned or challenged by any entity, Users, you and/or your representatives.

However, you may make modification or alterations of the reports, output etc. that can be generated from the Software to suit your needs, personalize and customize the same as you require.

Please note that any kind of unauthorized imitation and replication of the Software including upgrades/updates is strictly prohibited by the Indian Copyright and Trademark laws. Specifically, you shall not frame or utilize framing technologies to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of www.assureai.in or its content without the express written consent of Transform.

Some references may appear, on Transform’s website / in the Software / Support Services, to trademarks belonging to others not owned or affiliated with Transform, including references which may not display the ® symbol. All references to other trademarks or brands belonging to third parties, that appear on Transform’s website / in the Software / Support Services, shall be understood to refer to those registered trademarks owned by respective third parties, and not to any trademark belonging to Transform.

  1. DISCLAIMER OF WARRANTIES

You expressly understand and agree that your use of the Software and any related services is at your sole risk. The Software and services are provided on an “as-is” and “as-available” basis. Transform expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Transform does not warrant that the Software or services will be uninterrupted, timely, secure, or error-free. No advice or information, whether written or oral, obtained by you from Transform or its employees or representatives shall create any warranty not expressly stated in these Terms.

  1. NO LIABILITY:

The Software is an audit automation tool. The tool assists the User(s) to conduct the audit is an efficient manner and should not be considered as an alternative or replacement for the entire audit processes. The User(s) shall cross check, reverify the reports and findings generated by the Software to satisfy himself/herself regarding the accuracy. The User(s) shall use his/her professional judgement before arriving at any conclusion based on the reports and findings generated by Software.

Transform shall not be liable for any inadvertent errors or omissions in the generation of statements or reports arising from code-related, system-related, or configuration-related issues. Upon being notified of such issues, Transform’s role is limited to determining the root cause, scheduling any required bug-fixes in accordance with its own development priorities, and addressing the issue at the earliest feasible opportunity. No specific timeline is promised for delivering a solution. Until a fix is deployed, you are expected to use alternative methods to meet your requirements.

Transform recommends you and your User(s) to cross check, reverify the findings and analysis generated through the Software using any other mode.

You agree that Transform shall, under no circumstances, be liable for any consequential, incidental, indirect, special, punitive, or other losses, including but not limited to loss of business profits, business interruption, or loss of business information arising out of or resulting from your use of (or inability to use) the Software or related services, even if Transform has been advised of the possibility of such damage. In any event, Transform’s total aggregate liability for any claims related to the Software or services provided under these Terms shall not exceed the amount of INR 50,000, or the fees actually paid by you to Transform during the twelve (12) months preceding the first event giving rise to such liability, whichever is lower.

  1. CONFIDENTIALITY:

Confidential Information:

During the term of this Agreement, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential (“Confidential Information“). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. A party will not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, nor make use of any of the other party’s Confidential Information except in its performance under this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. For the avoidance of doubt, the parties expressly agree that the Software and related Services including Support Services and the terms of this Agreement are the Confidential Information of Transform. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.

Exclusions: Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information or breach of this Agreement. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law (including without limitation applicable state or federal regulations which may require you to make disclosure pursuant to and as limited by such regulations, such as freedom of information regulations), legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

Specific Performance: If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Clause, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

  1. SUGGESTIONS:

You may, from time to time, voluntarily make known to Transform any suggestions, enhancement requests, techniques, know-how, comments, feedback, or other input with respect to the Software (collectively, “Suggestions”). Please note that any upgrades, updates or modification to the Software that Transform may carry out pursuant to your Suggestions or otherwise shall remain the property of Transform and you shall, in no event, claim any right over such upgrades, updates or modifications that may have been carried out to the Software by Transform.

  1. INDEMNITY:

You agree to defend (at your expense) Transform and its officers, directors, employees, and agents from and against any and all claims from any third party (“Third-Party Claims”) asserted against any or all of them which Third Party Claims arise out of use of the Software in violation of this Agreement, and you shall indemnify, and hold Transform and its officers, directors, employees, and agents harmless from all damages.

In any event, the total quantum of damages that may need to be indemnified by Transform to you /User(s) shall not exceed the subscription amount that may have been paid by you / User(s) in the relevant financial year. Further, Transform shall not be liable for any consequential, indirect, punitive, special, or incidental damages that may arise in any manner or form, irrespective of whether such liability is based on contract, tort (including negligence) or otherwise or damages.

  1. TERM AND TERMINATION:
  • Term: This Agreement shall commence on the Subscription Start Date and shall continue for the Subscription Term set forth therein unless earlier terminated in accordance herewith.
    • Termination: This Agreement may be terminated (a) in the case of Transform, if you fail to pay the renewal subscription amount as per the specific subscription plan chosen by you within fourteen (14) business days after it becomes due for renewal, (b) by either party if the other party becomes insolvent, resolves to file bankruptcy, is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing, (c) by mutual consent of the parties by providing a prior 30 days’ notice, or (d) by either party if the other party materially breaches this Agreement and fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof.
    • Effect of Termination: Upon any termination of this Agreement,
      • You shall immediately cease all use of the Software;
      • Transform shall delete your data that may be residing in its servers/computer systems within a reasonable timeframe post the termination of this Agreement;
      • Transform shall not be liable to refund any part of the subscription amount that may have been paid by the User.
    1. GENERAL:
      • Governing Law: This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with, the Laws of India. 
      • Jurisdiction: This Agreement and all connected proceedings shall be subject to the courts in Bengaluru, Karnataka. 
      • Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there are no inducements, representations, warranties, or understandings that do not appear within the terms and provisions of this Agreement. This Agreement may be modified only by a writing signed by all the Parties. 
      • Binding Effect: This Agreement shall be binding on the Parties, their successors in interest, and present and future Affiliates, Subsidiaries, assignees, or acquirers. 
      • Notices: Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the physical address or email address set forth in the records and details shared between the parties. 
      • END OF TERMS OF SERVICE: If you have any questions or concerns regarding the terms of service contained in this Agreement, please contact us at support@assureai.in.

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