Terms of Use
Sprybe Software Platform Terms of Use Agreement
This Terms of Use Agreement (“Agreement”) is entered into between Sprybe, a software company incorporated in India, and you (“User” or “You”), the user of the Sprybe software platform (“Platform”). By accessing or using the Platform, you agree to be bound by the terms and conditions of this Agreement.
1. Acceptance of Terms:
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement. You recognize that this Agreement constitutes a legally binding contract between you and Sprybe, governing your use of the Platform. It is essential to review these terms thoroughly to ensure compliance and understanding of your rights and obligations. If you do not agree to these terms, you must not access or use the Platform, and any further usage would indicate your acceptance of these terms.
2. Use of Platform:
2.1. Eligibility: By using the Platform, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement. You confirm that you meet the eligibility requirements set forth in this Agreement to utilize the Platform’s services fully. This provision aims to ensure that individuals accessing the Platform are legally capable and authorized to engage in contractual agreements.
2.2. License: Subject to the terms and conditions of this Agreement, Sprybe grants you a limited, non-exclusive, non-transferable license to use the Platform for your internal business purposes. This license allows you to access and utilize the features and functionalities provided by the Platform within the scope of your business operations. It is crucial to adhere to the license terms outlined herein to maintain compliance with Sprybe’s policies and legal requirements.
2.3. Restrictions: You agree not to engage in any activities that may compromise the integrity, security, or performance of the Platform. This includes refraining from modifying, adapting, or reverse-engineering the Platform’s software, as well as using it for any illegal or unauthorized purposes. Additionally, you must not transmit any malicious code or interfere with other users’ access to the Platform. These restrictions are in place to safeguard the Platform and its users from potential harm or misuse.
3. User Accounts:
3.1. Registration: In order to access certain features of the Platform, you may be required to create a user account (“Account”). During the registration process, you must provide accurate, current, and complete information to ensure the integrity of your Account. This information may include your name, email address, and other relevant details required for account setup.
3.2. Account Security: You are solely responsible for maintaining the confidentiality of your Account credentials, including your username and password. It is imperative to safeguard this information and prevent unauthorized access to your Account. You must notify Sprybe immediately of any suspected or actual unauthorized use of your Account to mitigate potential risks and protect your account information.
3.3. Termination: Sprybe reserves the right to suspend or terminate your Account at any time, with or without cause, and without prior notice. This termination may occur if you violate any provisions of this Agreement or engage in activities that are deemed harmful or detrimental to the Platform or its users. Sprybe will exercise this right judiciously and in accordance with its policies and legal obligations.
4. User Content:
4.1. Ownership: You retain ownership of any content that you upload, transmit, or display on the Platform (“User Content”). This content may include text, images, videos, or other materials that you contribute to the Platform. It is important to note that you maintain full rights and control over your User Content, subject to the license granted to Sprybe outlined in this Agreement. It is important to note that you are solely and exclusively responsible for all content ownership and usage compliance and that which you use or generate using the tools that may be offered within the Sprybe platform.
4.2. License: By submitting User Content to the Platform, you grant Sprybe a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display such User Content in connection with the operation of the Platform. This license allows Sprybe to facilitate the delivery of its services and functionalities to users while respecting your ownership rights over the content you contribute.
4.3. Compliance: You represent and warrant that you have all necessary rights and permissions to submit User Content to the Platform. Additionally, you confirm that your User Content does not infringe upon any third-party rights or violate any applicable laws or regulations. This ensures that your contributions to the Platform are lawful, respectful of intellectual property rights, and aligned with Sprybe’s community guidelines.
5. Intellectual Property:
5.1. Ownership: The Platform, including all intellectual property rights therein, is owned by Sprybe. This encompasses the software, code, design elements, and any other proprietary assets associated with the Platform. Sprybe retains full ownership and control over these intellectual property rights, which are protected by applicable copyright, trademark, and other intellectual property laws.
5.2. Feedback: If you provide any feedback, suggestions, or ideas regarding the Platform, you hereby grant Sprybe a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Platform. This provision allows Sprybe to continuously improve and enhance its services based on user input and suggestions. Your feedback is valuable in shaping the future development and functionality of the Platform, and Sprybe appreciates your contributions to its ongoing improvement efforts.
6. Disclaimer of Warranties:
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SPRYBE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. This disclaimer highlights that while Sprybe strives to provide a reliable and functional Platform, it cannot guarantee uninterrupted or error-free service. Users acknowledge and accept any risks associated with their use of the Platform, understanding that Sprybe makes no warranties regarding its performance or suitability for specific purposes.
7. Limitation of Liability:
SPRYBE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM. EVEN IF SPRYBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPRYBE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO SPRYBE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. This provision limits Sprybe’s liability for any damages incurred by users in connection with their use of the Platform. While Sprybe endeavours to provide a secure and reliable service, users acknowledge that certain risks exist, and Sprybe’s liability is capped to the extent permitted by law. Any arbitration will be held or conducted as per the relevant laws of the Republic of India and bound by the justice departments in India.
8. Indemnification:
You agree to indemnify, defend, and hold harmless Sprybe, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the Platform or any violation of this Agreement. This provision requires users to indemnify Sprybe against claims arising from their use of the Platform or any breach of this Agreement. By agreeing to indemnify Sprybe, users agree to assume responsibility for any legal costs, damages, or liabilities incurred by Sprybe as a result of their actions or conduct while using the Platform. This ensures that users bear the consequences of their actions and relieve Sprybe of any financial or legal burden arising from their use of the Platform.
9. Modification of Terms:
Sprybe reserves the right to modify or update these Terms of Use at any time without prior notice. Any changes to the terms will be effective immediately upon posting on the Platform. It is your responsibility to review these terms periodically to stay informed of any updates. Your continued use of the Platform after the posting of changes constitutes acceptance of those changes. If you do not agree with the modified terms, you must cease using the Platform.
10. Governing Law and Dispute Resolution:
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the parties or, failing such agreement, by the President of the Indian Merchants’ Chamber. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Chennai and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Sprybe may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
11. Entire Agreement:
This Agreement constitutes the entire agreement between you and Sprybe regarding your use of the Platform, superseding any prior agreements or understandings between you and Sprybe. Any waivers or modifications to this Agreement must be made in writing and signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
By accessing or using the Sprybe software platform, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement. If you do not agree to these terms, you must not access or use the Platform.