Terms of Service

Introduction

THIS "TERMS OF SERVICE" BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter "Subscriber") AND 1E9 SOLUTIONS LLP, a Partnership Firm incorporated under the laws of the Republic of India, with its registered office at 501 H-1 Belvedere, ITI Road, Aundh, Pune, Maharashtra 411007, India (hereinafter "Provider") governing Subscriber use of Provider's suite of applications and services including but not restricted to Provider software and telephony systems (hereinafter "Service(s)").

Provider operates various Services, for which the following Terms of Service apply for use by Subscriber(s). Subscriber, and its users certify that they are of legal age (18 years or above) and are able to enter into a binding agreement with Provider, in order to accept the Terms of Service. By accessing or otherwise using the Services, the Subscriber agrees to be bound by these Terms of Service. Any subscription to Services by way of creation of membership accounts or avail of Service(s) through this Website are governed by these Terms of Service.

Definitions

"Derived Data" means all indices and calculations derived from the Primary Data and stored on the Website.

"DiD" means the direct inward dialing number(s) exclusively assigned to a Subscriber account from a range of telephone numbers and to present the identity of the Subscriber to callers during the Term of the Agreement.

"Primary Data" means any and all information that Provider receives from Subscriber and stores on the Website in whatever form or medium and in connection with use of Service(s).

"Subscriber Data" means the Primary Data and the Derived Data, collectively.

"Terms of Service" means the legally binding agreement to abide by for use of the Services by the Subscriber.

"Uptime" means the time in minutes in any month during which the Website and Services are able to be used by the Subscriber as intended.

"Website" means the Internet website located at the URL "https://www.blacklab.app" which is solely owned and operated by Provider, and under which Provider's Service "BlackLab IVR" which includes Provider software and certain third-party software, and any updated versions platform made available by Provider from time to time for Subscriber's use.

License

License:

Use:

Limitations on Use of Service: Subscriber shall not and shall not assist others to:

Account Creation & Activation

Account Creation: Provider will create a Subscriber account, which includes a unique sign-in name ("Sign-In Name") and a password ("Password"), and certain additional information and documents that will assist in authenticating Subscriber identity. When creating a Subscriber account, Subscriber must provide to Provider true, accurate, current, and complete information. Each Sign-In Name and corresponding Password provided can be used by only that user of the Subscriber. Subscriber is solely responsible for the confidentiality and use of their Sign-In Name, and Password. Subscriber will promptly inform Provider of any need to deactivate a Sign-In Name or Password, or change any Subscriber information. Provider will not be liable for any loss or damage caused by any unauthorized use of Subscriber account.

Account Activation: Provider will activate Subscriber account and provision of selected telephone number(s) within 72 hrs of receipt of full payment and requisite documents mandatory for the activation of services from the Subscriber, which may include, but not limited to Subscriber acceptance of Terms of Service, KYC Documents, ECS payment agreement etc; Failure to provide such documents will lead to immediate suspension of the Subscriber account, under which event, Provider is not be liable to offer any refund, either in full or in part, to the Subscriber.

Under certain circumstances, the committed timeline for account activation may get delayed due to:

Availability

Availability: Provider guarantee 99% Uptime of availability of Services offered, where 99% guarantee is measured as less than 10 failures in a month, and which excludes Excused Downtime, Scheduled Downtime and Emergency Maintenance.

Service Levels defines the level of service Provider is expected to deliver to Subscriber, and the metrics basis on which a remedy is offered to Subscriber to reduce their payment by a given sum should the services levels not be achieved.

The Subscriber will be entitled to a credited to their Subscriber account the proportion of the applicable fee set here in any month where incidences reported range from:

Section ‘iii’ immediately above sets out the full extent of Provider's liability and the Subscriber’s sole and exclusive remedy in respect of any failure by Provider to meet such Service Levels. In no event shall there be any fee refunds. Disputes older than 60 days shall not be entitled to any credits.

Excused Downtime means the time (measured in minutes) in any month during which the Website and Services is not available due to (a) a Force Majeure Event, (b) failure of the Subscriber’s equipment such as telephone equipment, telephone service provider, etc, (c) act or omission of the Subscriber, (d) region-wide failure of the Internet & telephony services of Provider's provider; (e) disruption caused by Internet hackers;

Scheduled Maintenance means scheduled maintenance to the Website or Services during non-peak usage hours carried out by Provider and which are conducted not more than 2 times in 2 weeks with a maximum duration of 2 hours per downtime during non-working hours. Any Scheduled Maintenance that may result in the Website or Services being unavailable will be notified to Subscriber’s no less than 1 business day before the commencement of the maintenance unless maintenance is being conducted due to Emergency Maintenance.

Emergency Maintenance means temporarily limit or suspend the availability of all or part of the Services if it is necessary for reasons of public safety, security, maintenance of the Website, interoperability of services, data protection, or to perform work that is necessary for operational or technical reasons. If Emergency Maintenance is required as defined herein, then Provider will notify Subscriber immediately upon commencement of the Emergency Maintenance.

Provider upon Subscriber request, will use its best efforts to provide a workaround for Subscribers such that the impact of any outage can be minimized.

Plans

Pre-Paid Plans: Subscriber may subscribe to Services as per the Term and price and pay in advance for the same. The Subscriber may renew the same Service for a new Term prior to expiry of the initial Term, but not exceeding a period after one-month. Upon such renewal for additional Term, Subscriber shall retain DiD from the previous term and service plan;

Post Paid Plan: Subscriber may subscribe to Services on a month to month basis at a price and pay in monthly billing cycles to retain the DiD for the same. This plan shall remain in force until the Subscriber or Provider terminates this plan for any reason; or, for no reason by giving 30 days prior written notice to the other party. The termination of this plan shall be without prejudice to any action or remedy of the User or Us arising prior to the date of termination.

The pricing plans presented on the Website are in Indian Rupees ("INR"), are exclusive of applicable taxes and are subject to market and telecom industry standards. Provider reserves the right to revise these from time to time when deemed necessary without notice at any point of time.

Payments

Subscriber agrees to use electronic or similar modes of payment available to make payment for use of Service (i.e., net banking, debit cards, credit cards, prepaid wallet, other electronic means), and acknowledges that Provider is expressly authorized to collect this electronic payment by Subscriber. All payments will be made in INR.

Subscriber using Post-Paid plans, will be invoiced by Provider the usage charges basis of the actual usage at the end of every month. Such invoice will be transmitted electronically to the designated billing contact of the Subscriber. The Subscriber agrees to pay such invoice amount within 15 days from the date of receipt of invoice.

Subscribers using Pre-Paid plans, will be invoiced by Provider at the start of the Term. Such invoice will be transmitted electronically to the designated billing contact of the Subscriber. The Subscriber agrees to pay such an invoice amount immediately and in order for the Provider to activate such Pre-Paid plan usage.

The invoice(s) submitted to Subscriber shall be subject to inspection and verification by the Subscriber and any discrepancies therein shall be brought to the notice of Provider within 7 days of receipt of the invoice(s). As necessary, the Provider shall modify and provide an amended invoice(s) and Subscriber agrees to pay such invoice as per the modified invoice(s).

Overdue Payments: Overdue payments will accrue interest at an annual rate equal to three percent (3%) above the RBI Prime Rate as published on the first day of the month in which the payment is due from due date until paid. Provider may suspend or refuse Service and terminate this agreement at its own sole discretion if Subscriber default on any of payment obligations.

Support

Support: Subscribers may obtain support on how to use the Website and Services, or to report issues while using the Website and Services by email (support@blacklab.app), contact form (https://blacklab.app/support) or by phone (+91 22 3545 8474). The standard time for response to support queries is 48hrs.

Process: Subscriber while creating a support request, must specify their Subscriber account ID, the nature of their issue and the expected behavior, the DiD or the section of the Website which is concerned with the query. Provider will resolve any issues reported regarding the use of the Service within a reasonable time, where such reasonable time is dependent on the nature of the query, its ability to be reproduced, developing a fix and testing over a period of time.

Escalation: If Subscriber is not satisfied with the resolution provided they may chose to escalating the query by sending an email to grievances@blacklab.app, with supporting information like; the ticket number received from support.blacklab.app and brief summary on their reason for escalation. Such queries will be addressed in two working hours and will require further 24 working hours for a resolution. National holidays and non-working days are not considered in the timeline.

Ownership

The Website and Service and any and all system-level intellectual property developed by Provider in the course of providing the Service(s) hereunder (collectively "Provider IP") are the exclusive and confidential property of Provider, or the third parties from whom Provider has secured the right to use materials embedded or used in the Provider IP. Provider and such third parties shall retain all right and title, to the extent of their respective interests, to all proprietary rights in the Provider IP, and any other intellectual property owned or otherwise provided by Provider. Subscriber shall have no right to use the Provider IP for any purpose other than in connection with utilizing the Services as set forth herein.

  1. Subscriber Data: All Primary Data, Subscriber Data, Derived Data (collectively the "Subscriber IP") shall remain the exclusive and confidential property of the Subscriber or of those third parties designated by Subscriber as having an interest therein. Subscriber and such third parties shall retain all right and title (including, without limitation, all proprietary rights), to the extent of their respective interests, in and to the Subscriber IP. Provider shall have no right to copy, transfer, sell, disclose, license, alter, or otherwise use the Subscriber IP for any purpose, except pursuant to the terms set forth herein in connection with the Services.

Exception for Subscriber IP: The Services of the Provider are controlled under the regulations of the Regulatory Authority, under which the Provider must maintain call detail records (CDRs) of Subscriber including but not limited to originating party number, destination number, communication start time and date, duration, communication type (telephone or SMS), unique record identification, for purposes of scrutiny by the Regulatory Authority on demand to trace origin and/or destination of any communication through Provider’s resources, Website, Services, assigned telephone number(s), computer servers, or network(s) for a period of at least two years.

Representations and Warranties

Power and Authority: Each Party represents and warrants that it has the full right, power and authority to enter into this Terms of Service and to discharge its obligations hereunder;

Subscriber Warranties: Subscriber represents, warrants, and covenants that:

Provider Warranties: Provider represents, warrants, and covenants that:

No Other Warranties: Provider EXPRESSLY DISCLAIM ANY WARRANTIES, CONDITIONS, REPRESENTATION AND STIPULATIONS (EXPRESS OR IMPLIED) IN RESPECT OF QUALITY, RELIABILITY, ACCURACY, TIMELINESS, PERFORMANCE, SAFETY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR LEGALITY OF THE PRODUCTS DISPLAYED OR TRANSACTED ON ITS WEBSITE OR THROUH THE SERVICE. SUBSCRIBER EXPRESSLY UNDERSTAND AND AGREE THAT ITS USE OF THE WEBSITE AND SERVICES IS AT ITS OWN SOLE RISK AND THAT THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"AND THAT THE OPERATION OF THE WEBSITE AND SERVICES MAY NOT BE UNINTERRUPTED OR ERROR-FREE AS UNDER THE TERMS PROVIDED UNDER AVAILABILITY. TO THE EXTENT THAT Provider MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

Limitation of Liability

Correction of Errors: In the event of an error or omission by Provider related to the provision or cessation in the provision of the Services, Subscriber’s sole remedy shall be to have Provider use commercially reasonable efforts to correct such error, omission, or cessation. Subscriber shall advise Provider in writing of such error, omission, or cessation reasonably promptly after discovery thereof by Subscriber.

Limitation of Liability: SUBSCRIBER AGREE THAT Provider, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO SUBSCRIBER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUBSCRIBER) FOR:

Remedy: SUBSCRIBER AGREE THAT IT'S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH Provider RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL Provider ENTIRE LIABILITY TO SUBSCRIBER IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY SUBSCRIBER TOWARDS SUCH SERVICE FOR THE PRECEDING THREE (3) MONTHS.

Indemnification

Subscriber will defend, indemnify, and hold harmless Provider and its affiliates, and each of its their officers, partners/directors, shareholders and employees from any and all claims, liabilities, costs and expenses (including reasonable attorney’s fees and expert and consulting fees) in connection with:

Notwithstanding anything to the contrary, Provider entire liability towards Subscriber under these Terms of Service or otherwise shall only be in connection with refund of the fee charged for the particular Service, under which the unlikely liability arises.

Term

Term: The term of the Service (the "Term") will commence upon Subscriber acceptance of these Terms of Service and will continue for the term specified in the applicable Order Form or Pricing Plan unless terminated as set forth in the following section.

Termination

Termination:

At the end of the Term the Subscriber's account and access to Website and Services will automatically terminate.

Provider reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Service and Subscriber access to all or any part of the Services or Website, at any time and for any reason (or no reason) without liability with thirty (30) days prior notice, or immediately without any notice if (a) Subscriber violates any provision of the Acceptable Use Policy of Regulatory Authority or Provider has reason to believe that Subscriber have violated the Acceptable Use Policy of the Regulatory Authority; (b) there is an unusual spike or increase in Subscriber use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (iii) Provider determines, at its sole discretion, that Provider provision of any of the Services to Subscriber is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) if Subscriber is in default of any payment obligation with respect to any of the Fees.

Subscriber in its sole discretion may terminate their subscription to Service(s), as per Terms of Service at any time and for any reason (or no reason) with thirty (30) days prior notice to Provider.

Effect of Termination:

Upon Subscriber’s written request made by email, Provider shall: (i) archive and export to Subscriber in an open format all Primary Data from the Website; (ii) to the extent technically feasible, use commercially reasonable efforts to export to Subscriber any Derived Data in an open format; (iii) transfer the ownership of the display number to the Subscriber, where the display number is a virtual mobile numbers only (and not landline / PSTN / toll-free numbers which are not transferable by law), provided, however, that Subscriber shall pay for (a) any costs associated with any such archiving, exporting, and/or porting of numbers.

Upon termination, Subscriber will be liable for all charges incurred before termination. Any fees paid in advance shall not be refunded under any circumstances, regardless of period for which the Service has been used.

Provider reserves all rights to deny access to suspended Subscriber account without providing prior notice, for any reason, including violation of any of the Terms of Service by Subscriber.

In the case of termination of the Subscriber account due to non-payment or non- renewal of services, then Provider will not be held liable for the same and its obligations will not extend to those instances.

Survival: The following sections on namely "Ownership"; "Effect of Termination"; "Representations and Warranties"; "Corrections of Errors"; "Limitation of Liability"; "Indemnification"; "Miscellaneous Provisions"; and this Section "Survival"; shall survive any termination of the Terms of Service of the Services.

Governing Law

These Terms of Service shall be governed and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions.

This Terms of Service together with the Telecom Resources Undertaking (as applicable), the DND Undertaking (as applicable) and the Privacy Policy form the entire Terms of Service regarding Subscriber use of Website and Service(s), and any other prior oral or written agreement or understanding between Subscriber and Provider shall stand superseded.

Any dispute between the parties arising out of or in connection with this Terms of Service (including any question regarding its existence, validity or termination) shall be submitted and be decided by a single arbitrator mutually appointed by both parties.

In case the parties cannot mutually nominate an arbitrator, the arbitrator’s appointment shall be governed in accordance with the Arbitration and Conciliation Act 1996 or any statutory enactment thereof. The place of arbitration shall be Pune, and all proceedings shall be conducted in English.

Any arbitration shall be confidential, and neither Subscriber nor Provider may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of the arbitration award; the award of which is binding on both parties. All administrative fees and expenses of arbitration will be divided equally between both the Parties.

Miscellaneous Provisions

Communication: The parties may provide communications via to Subscriber, regarding updates, newsletters, changes to features of the Service, including changes to these Terms of Service, by email, regular mail, or postings on the Website. Subscriber will be required to register a valid phone number and e-mail addresses and give consent to receive such communications.

No Waiver: The rights and remedies of the Provider are cumulative and not alternative. No waiver of any rights is to be charged against Provider unless such waiver is in writing signed by an authorized representative of Provider. Neither the failure nor any delay by Provider in exercising any right, power, or privilege under these Terms of Service will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

Severability: If any provision of these Terms of Service is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms of Service will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.

Force Majeure: Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other non-economic reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party (collectively, a "Force Majeure Event"), provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses commercially reasonable efforts to limit the resulting delay in its performance.

Entire Agreement: These Terms of Service (including the Schedules, Order Forms, Purchase Orders, hereto) contain the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in these Terms of Service

Electronic Acceptance: The Terms of Service is published in accordance with the provisions of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Service for access or usage of Website and Services. Accepting this Terms of Service by clicking on the "I agree" button via the Website, the Subscriber has created an electronic acceptance and record which does not require any physical or digital signatures.

Change Management: Provider reserves the sole discretion for updating these Terms of Service from time to time without prior notice. New features may be added to the Service and shall be subject to the Terms of Service, and should Subscriber continue to use the Service including after any such modifications have been made, imply acceptance on Subscriber part to the amendments made herein. By clicking on the "I agree" button or using the API or Services, Subscriber represents that they have read and agree to the terms and conditions of this Agreement. If Subscriber does not agree to the Terms of Service, they shall not use any of the Services. Subscriber may terminate this Terms of Service as per the Termination clause and defined for account closure procedure.

Last updated on December 18, 2020

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