- TERMS AND CONDITIONS
These Terms of Service (“Terms“) govern access to and use of Metrimap websites, services, and applications (collectively referred to as “Services”). The access to and use of these Services is conditional upon the Customer/User agreeing to the terms and conditions (Terms) set out below.
Acceptance will bind the Customer/User and their employees. By clicking ‘I Accept’ at the checkbox of “I agree to the Terms of Service and Privacy and Security Policy”, the customer/user will be deemed to have accepted them..
A “Customer” is a person or organization who registers to use the service and a user is an individual for whom the customer has procured the Services and and includes anyone authorized by them to use the service who could include, for example, the Customer’s employees, consultants and contractors. Hereinafter, Customer/User will be referred to as User.
Metrimap is a brand of Bluegild Solutions Pvt Ltd and will hereinafter be referred to as ‘The Company’
Permission to use the Services is conditional upon the user agreeing to the terms and conditions (Terms) set out below. The Services are offered to the user on condition that these Terms are agreed and accepted. Acceptance will bind the user and the user’s employees.
Metrimap is an innovative set of processes and tools to help organizations assess and improve their business and employee performance and achieve better business outcomes. Metrimap is provided as a Software as a Service (SaaS) on the cloud. It enables organizations to evaluate the performance of their employees, consultants and contractors and get insights into improving their company’s performance.
- SERVICES PROVIDED BY THE COMPANY
The Company shall provide the Services to the Client during the Term of this Agreement on an “as is” and “as available” basis and provides 2 types of accounts
3.1 Trial Account:
With a Trial account, the client is permitted to use the services free of cost for the agreed trial period and as per other conditions as may be specified on the Trial Registration
3.2 Paid Account:
With a Paid account, the client is permitted to use the services upon payment of relevant charges as specified for the subscription plan, number of Users and the term for which the services are availed.
Any change to a different plan (as may be available at a given point in time) will commence from the next billing cycle and will incur additional charges as are prevalent at that point in time.
- REGISTRATION & SUBSCRIPTION
For using the Services, the client shall register for a User Account with the Company. The registration process may be online and/or offline. The person registering an account submits that he/she is authorized by his/her organization to register an account and act on behalf of their organization. The client must provide its full legal name, a valid email address and other information requested during the registration process for successful registration. Upon Registration, the Company shall provide the Client with an administrator account user id and a password to use for administering User Accounts and other features of the Services.
- USAGE OF THE SERVICES
Upon payment of Fee, Client has the non-exclusive, non-assignable, limited rights to use for internal business operations, anything developed by the Company and delivered to Client under this agreement; however, certain deliverables may be subject to additional license/permission, which shall be discussed on case-to-case basis. The Client may allow it’s representative (including, without limitation, outsourcers) to use the Services for this purpose on acceptance to be responsible for compliance with this agreement. For anything developed or delivered under this Agreement that is specifically designed or created, in the furtherance of your internal business operations, such use is allowed under this Agreement.
The Client may use the Services to provide access to their employees and users, limited to their company and not further extend to their clients unless entered into a reseller agreement with the Company.
The client facilities used to store and process Client Data will adhere to reasonable security standards and will be no less than the security standards at facilities where the Company stores and processes its own information of a similar nature. The Company has taken reasonable steps to ensure the security, integrity and confidentiality of Client Data and to protect it against anticipated threats and unauthorized access.
- AVAILABILITY OF AND CHANGES TO THE SERVICES
As part of our endeavor to consistently provide better services and functionality, the Company shall continuously improve and develop the Services, which may lead to changes or additions to or removal from the content and features of the Services at the Company’s sole discretion. However, the Company shall strive to minimize any negative impact of any such changes
During the Term of this Agreement, The Company will take reasonable measures to ensure that the web interface for the Services will be operational and available to the Users of a Paid Client.
But the Services will be unavailable to the users of a paid client or have performance issues in the following situations and these are not counted towards the calculation of Service Availability:
- Scheduled Downtime – the Company will inform the paid client of the unavailability of the service at least one day in advance of the scheduled downtime; or
- performance issues caused by factors outside the Company’s control; or
- performance issues resulting from any actions from the Paid Client’s end
In the event that the system uptime is less than 95% (excluding above reasons), and if the Paid Client has not breached any of its obligations under this Agreement, the Paid Client will be eligible to receive Service Credits of 30 days for each user active at that point in time in a calendar year. The paid client agrees and accepts that the receipt of such Service Credits shall be the Paid Client’s sole and exclusive remedy for any failure by the Company to provide the Services. The Company will have no other liability – either monetary or otherwise
The Paid Client must make a written request, including by email, to the Company in order to receive the Service Credits within a period of 30 days from the time the Paid Client becomes eligible to receive a Service Credit. In the absence of a written request, the Paid Client will be deemed to have forfeited its right to these service credits.
The Service Credits have no monetary value and cannot be exchanged for anything else
7.1 Technical Support
The Company shall provide remote support through one or more channels including phone, chat, email or onsite for paid clients from Monday to Friday or other days as specified from time to time. The applicability, availability and any additional charges for these will depend on the plan that the paid client has signed up for. The Company reserves the right to change these support services at any point in time
7.2 Implementation Support
The Company may also offer an implementation service or more detailed and advanced training in relation to the use of the Services. These fall under the category of Professional Services Agreement and will require a Statement of Work (SOW) with its own commercials and scope separate from this agreement
- HOSTING, DATABASE AND BANDWIDTH USAGE
The services are hosted on shared cloud infrastructure. We believe in fair use policy and have provisioned enough computing resources for smooth operations under what would be considered normal business usage for the given number of users in a business and the plan subscribed to. But to prevent inconvenience to other businesses who are hosted on the same shared cloud infrastructure we monitor resources and track consumption including bandwidth and database usage at an aggregate company level. Any overall limits crossed may result in applicability of additional charges
If the monthly usage of bandwidth or the database size exceeds the limit then the Client will be charged depending on the usage and these charges will be payable immediately on being billed
- OBLIGATIONS OF CLIENT
Client and all its Users will comply with this Agreement at all times. Client only has usage rights to the Services, but has no right to receive a copy of the source code to the software being used by the Company for providing the Services. The Client must have necessary infrastructure for proper usage of the services including but not limited to a high speed internet connection, and hardware and software that is compatible with the Services. The Company may make additional services, features or functionality available from time to time through the Services, the use of which may be contingent upon Client’s agreement to additional terms.
Accounts or workzones (Accounts) will have a primary user who will be the administrator. This person will be responsible for administering all users accounts and emails for that particular account. The Company is not responsible for user administration or any internal management of client processes to use the Services.
The client is responsible for maintaining confidentiality of all passwords and user accounts and will use reasonable efforts to prevent unauthorized use of the Services and notify the Company promptly of any such breach. The Company shall not be liable for any security breach that occurs on client side.
The client agrees that you will not:
(a) use any robot, spider, other automatic device, or manual process to monitor or alter web pages or the Content contained in the Service or for any other unauthorised purpose
(b) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; and
(c) take any action that imposes an unreasonable or disproportionately large load on the Service’s hardware and software infrastructure.
(d) Share with third parties content or documentation provided by the Company to the Client
(e) Rent, sell, resell or reverse engineer any part of the services
- OBLIGATIONS AND RIGHTS OF THE COMPANY
The Company has explained the Services features and functionality and has expressly informed to the Client that even though the Company has taken best of efforts in developing the the Services, to work in a professional manner, but does not warrant or guarantee error-less functionality or free from any technical glitch. Accordingly, the Company confirms that the Services could have bugs/downtime, which shall be rectified, in best of professional manner by the Company. However, the Client must notify The Company of any warranty deficiencies within 10 days from performance of the defective Services.
FOR ANY BREACH OF THE WARRANTY, EXCLUSIVE REMEDY AND THE COMPANY’S ENTIRE LIABILITY SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR CORRECTION OF METRIMAP FUNCTIONALITY, IF THE COMPANY CANNOT CORRECT A BREACH TO THE SATISFACTION OF THE CLIENT AND IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE USE OF THE SERVICES.
TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
It has been expressly called that the Company shall not be liable, if and to the extent, that the performance or delay or failure in performance of any of its obligations under this Agreement if is prevented, restricted, delayed or interfered with, due to a Force Majeure Event or where the Metrimap has been infected by any virus or bug or its corrupted by the any action, or non-action, of Metrimap or Client.
Availability and access to the Services may be interfered with by numerous factors, including those outside our control. We will use reasonable efforts to maintain an uninterrupted and secure Service, however we do not warrant, represent or guarantee that your access to the Service will be continuous, error-free, uninterrupted, timely, virus free or secure or that defects will be corrected
This Agreement is on principal to principal basis and it shall not create any employer, or employee relationship, nor shall this Agreement be deemed to create any partnership, joint venture between the Client and the Company, or the representatives and employees, or to provide the Services with any right, power, or authority, whether expressed, or implied, to create any such duty or obligation.
- DURATION OF THE SERVICES
For Trial clients the duration of the services shall be for the term of the trial period
For Paid Clients the duration of the services shall for the term subscribed to at the time of signing up for paid services
- FEES AND PAYMENTS
Payment for use of the services needs to be done in advance as per the charges specified in the subscription plan and in a currency as may be specified and available from time to time, using online payment gateways or any offline method.
Any additional services availed by the client will be chargeable separately and will depend on the nature of services and at the prices prevailing at that point of time.
(b) If payment is not received as per the payment terms, the Company may at its sole discretion, immediately disable or cancel the Services
(c) interest at specified interest rates may be applicable for any delays in payments and client will be responsible for all reasonable expenses incurred by Company in collecting such amounts
(e) All fees are exclusive of any taxes and such taxes or statutory charges that may applicable to the services in the jurisdiction of the client is the responsibility of the client.
- SUSPENSION OF SERVICES
If the Client or any of its Users materially violates this Agreement, the Company will provide the Client with notice of this violation and will user reasonable efforts to discuss and resolve the violation with the client. However, if the violation is not resolved to Company’s reasonable satisfaction, then the Company reserves the right to suspend, modify or terminate the Client’s access to the Application Services
- DE-IDENTIFIED DATA
Notwithstanding anything to the contrary in this Agreement, the Company is permitted to create De-Identified data using Customer data and use De-Identified Data for any purpose without restriction or limitation, provided such use is in compliance with applicable Law. “De-Identified Data” means any information or data generated, provided, collected, derived, or created in connection with use the Services that has had user and customer identifiers removed from data.
- INTELLECTUAL PROPERTY RIGHTS
The Customer retains copyright and any other rights it already holds in Content which the Customer submits, stores, posts or displays on or through, the Services. The Customer may not post, store, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. The Company may deny access to the Services to any User who is alleged to infringe another party’s copyright.
The Company confirms that all trademarks and other intellectual property related to the Service belongs to the Company or it’s associates only. Thus, any intellectual property rights are neither subject to any charge lien or other encumbrance whatsoever nor been agreed to be encumbered in any manner whatsoever and it shall at all times belong to the Company.
The Company agrees and undertakes to allow Client to limited use of its proprietary Intellectual Property Rights for captive use of the Client only and is not intended for any sale/de-composition of the Services/Metrimap (including but not limited to re-production or commissioning or broadcasting of Content).
Further, the Parties agree that in process of usage of the Services, by the Client, there shall be few, general or specific, experience, discovery, learning, knowledge, processes, diagrams etc which shall be a common intellectual proprietary material, developed out of usage of the Services, whether discovered or created/developed or identified to have been available in public domain. The Parties expressly consented not to lay any claim/right, on the usage of such material, information, by Company for any commercial purposes, subject to the fact that no personal data/information shall be used/disclosed by the Company.
- CONFIDENTIALITY AND NON-COMPETE
Each party agrees to treat as confidential all information, which may at any time come into the possession of the other party, and which relates to any actual or proposed business activities, financial affairs, products, developments, trade secrets, customers or suppliers or other information which may reasonably be regarded as confidential, obtained from or made available by one party to the other, in whatever form whether paper, electronic or digital. Each party undertakes not to use any confidential information for any purpose outside the scope of its obligations under this Agreement or to divulge such information to any other person except to its own employees, agents or sub-contractors, who need to know the same and only to the extent required in order to perform the obligations under this Agreement
This Clause shall not restrict disclosure or use of Confidential Information that:
(a) was, at the time of receipt, otherwise known to the recipient without restrictions as to use or disclosure;
(b) was in the public domain at the time of disclosure or thereafter enters into the public domain through no breach of this Clause by the recipient;
(c) becomes known to the recipient from a source other than the disclosing party, which source has no duty of confidentiality with respect to the information;
(d) is independently developed by the recipient without reliance on or access to any of the disclosing party’s Confidential Information; or
(e) is required to be disclosed by a government agency or bureau or by a court of law/
Also, the Client expressly permits use of all information or data-points used in the process of customization or improvement of the services, or as input by Client, for future reference or internal assessment and evaluation purpose of the Company. The Company ensures to protect the data and not to disclose any client proprietary information for commercial purposes, without taking written permission of the Client.
The Client unconditionally and absolutely undertakes not to decompose, reconstruct, reverse engineer or modify Metrimap & the Services, in any form, or to trade, deal in the Services and Metrimap, in any commercial manner, except for the limited right to use for internal business operations. The client will not attempt to create a substitute or similar service through use of the Services
The Company may list the Client as a customer and use the Client’s logo on the Company’s website, in sales presentations and marketing materials.
Each party represents that it has full power and authority to enter into the Agreement and it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.
The Client shall always maintain a valid email address in the Service and promptly change all relevant account information in the Service from time to time, as may be required.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE COMPANY DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE APPLICATION SERVICE.
The Company does not control the flow of data to or from Company and other portions of the internet and shall not be liable for the performance or non-performance of internet services.
The Company warrants that:
- the Applications will function substantially as described in the user documentation provided electronically by the Company for use with the service, as periodically updated and
- the Company owns or otherwise has the right to provide the Services to the Client under this Agreement.
The remedies set out herein are the Paid Client’s sole and exclusive remedies for breach of either warranty:
If the Applications do not function substantially in accordance with the Documentation, the Company may, at its option, either
- modify the Services to conform to the Documentation; or
- provide a workaround solution that will reasonably meet Client’s requirements. If neither of these options is commercially or technically feasible, either party may terminate the entire Agreement or the relevant Application Service that a Paid Client had subscribed to, in which case the Company shall refund to Paid Client all fees pre-paid to Company under the relevant Subscription Agreement for unused Application Services
If the normal operation, possession or use of the Services by Paid Client is found to infringe any third party intellectual property right or Company believes that this is likely, Company may, at its option, either
- obtain a license from such third party for the benefit of Paid Client;
- (ii) modify the Application Services so that they no longer infringe; or
- if neither of these options is commercially feasible, terminate the the Agreement, in which case Company shall refund to Paid Client all fees pre-paid to Company under the relevant Subscription Agreement for unused Application Services.
However, Company has no warranty obligations for the extent that the Services has been modified by Client or any third party, unless the modification has been approved in writing by Company; or problems in the Application Services caused by any third party software or hardware, by accidental damage or by other matters beyond Company’s reasonable control.
Either party may terminate this Agreement if the other party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice of such breach or if the other party ceases its business operations or becomes subject to insolvency proceedings
If this Agreement terminates, then the rights granted by the Company to the Client will cease immediately. Upon written request, each party will promptly return or destroy all other Confidential Information of the other party.
- INDEMNITY/ LIMITATION OF LIABILITY
The Client hereby agrees to indemnify and hold the Company unconditionally harmless at all times from any loss, theft, claim, liabilities, expenses (including reasonable attorneys’ fees) to the extent attributable to (i) any willful acts or omissions of Client having been held to be grossly negligent and decomposing of the services or (ii) use of the Services/Metrimap key, for any commercial purposes vis-à-vis sharing the key with any third party, without permission of the Company.
Except in case of liability for breach of IP warranty or other liability which by law cannot be limited, (a) in no event shall the Parties cumulative liability to other Party, whether arising in contract, tort or otherwise exceed in aggregate one hundred percent of the payments paid by Client (till expiry or termination) under this Agreement.
The Company, its affiliates, employees, agents, partners, content providers and licensors shall in no event be liable for lost revenues, lost profits, lost savings or any other damages or losses, including, without limitation, direct, indirect, consequential, special, incidental or punitive damages, resulting from or caused by the Service or its content, including, without limitation, losses related to the Client’s use or inability to use the Service; any errors, omissions or defects in the Content; or any interruptions, delays in transmission or computer viruses.
NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CLIENT TO THE COMPANY in the twelve (12) months preceding the incident.
These limitations of liability do not apply to breaches of confidentiality obligations or violations of a party’s intellectual property rights by the other party.
You agree to indemnify the Company, its affiliates, employees, agents, Partners, content providers and licensors against all claims, damages. Costs, penalties and liabilities caused by your breach of these Terms.
Any dispute or difference arising out of or in connection with this Agreement shall be submitted to arbitration to a sole arbitrator, appointed by mutual consensus between the parties, under the Arbitration And Conciliation Act, 1996. The place of arbitration shall be Bangalore, Karnataka, India and the language of arbitration shall be in English.
Any notice or other communication required or authorised under this Agreement shall be in writing (sent by various modes including email) and given to the party for whom it is intended at the address provided by the Client during registration or such other address as shall have been notified to the other party for that purpose.
This Agreement constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement
This Agreement may be amended or modified only by a written instrument executed by both the Client and the Company
Party permits the use of the other Party’s name or logo in any customer lists or other marketing materials, or describe publicly the nature of the work performed by The Company for the Client under this Agreement
The Company may at its own discretion transfer the Services, including without limitation this agreement between the Company and the Client, fully or partially to a third party. The Client shall be informed of any such transfer through email and or by notice on the company’s website