This agreementis a legal contract between you and Auraa Solutions having its registered office at DD Vyapar Bhavan, KP Vallon Road, Kadavanthra, Ernakulam- 682020, for access to the www.auraasolutions.com to utilize the services (defined below).
The agreement sets forth the terms and conditions under which Auraa will use certain proprietary technology, content (defined hereinafter) and materials (the “Auraa materials”) to provide assessment services to use its online assessment platform, including proprietary or licensed test material content and questions to measure people’s skill and competencies across a wide variety of job roles services. In case the client has procured specific services, the details of the same shall be provided in the insertion order and the terms and conditions contained below (including the “user terms”, morefully detailed in annexure
The term services, also includes any enhancements, updates, upgrades, corrections, bug fixes, including offline services such as customer and technical support, or other modifications created and supplied by Auraa, and any associated user manuals or other documentation supplied by Auraa, in conjunction with the usage, to the extent that such items are made available by Auraa to all its customers at no charge and are not accompanied by a separate license agreement or terms of use
1. OWNERSHIP
- By signing this agreement, client irrevocably acknowledges that, the client has no ownership interest in the Auraa materials, content and simulators provided hereunder. Auraa shall own all right, title, and interest in such content and Auraa materials, subject to any limitations associated with intellectual property rights of third parties. All the content may only be used solely as a part and for the duration of the service, in accordance with the terms of this agreement. Auraa or its licensors own all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the site and service (including, but not limited to the content, reports, data generated by the site/services including profile with skill assessments/proficiency), as well as any improvements, design contributions or derivative works conceived or created by either party in or to the service, including the know-how, techniques, or procedures acquired or used by Auraa in the performance of services here under. Auraa reserves all rights not specifically granted herein. This provision does not grant Auraa with ownership of client’s content or client’s marks as defined below. Client shall not remove notices and notations on the site or in the service that refer to copyrights, trademark rights, patent rights and other intellectual property rights.
- Auraa’s use of client’s trademarks, service marks or trade names for providing services here under, client hereby permits Auraa to use client’s marks in connection with the performance of the services and list client in its general list of customers. Client also permits Auraa to bring out press releases, create case studies on an anonymized basis and will be open to provide quotes from time to time solely for Auraa’s marketing purposes, provided that Auraa shall obtain client’s prior review and approval of specific such press releases, case studies and quotes. Auraa shall comply with client’s guidelines regarding use of client’s marks.
- Client’s content shall mean any materials or data provided by client to Auraa pursuant to this agreement, including, but not limited to assessment question created by client. Client’s content is client’s confidential information notwithstanding the above, Auraa may use client’s content solely for the performance of the services for client from time to time, Auraa might come out with offers and incentives to enable wider sharing of client’s content provided the prior written consent of client is obtained by Auraa.
- 2.1 Each of the parties hereby agree to keep confidential any and all information with respect to the other party which it has received or may in the future receive in connection with this agreement which is not otherwise available to the general public without restriction (“confidential information”)notwithstanding the foregoing, each of the parties shall be entitled to disclose such information: (i) to its agents, employees or representatives, who have a need to know such information for the purpose of performance of its obligations under this agreement, and are bound by confidentiality obligations that are as restrictive as the terms contained herein, (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this agreement provided that prompt notice shall be provided to the other party (to the extent permissible) prior to such disclosure and shall comply with any applicable protective order or equivalent. Confidential information shall not include that information defined as confidential information which the receiving party can conclusively establish: (i) was in the possession of the receiving party at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the party to whom it was disclosed; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party. Unless specified herein, the receiving party shall at all times maintain the confidentiality of the confidential information and shall use at least the same level of care (at all times being subject to reasonable care) that it uses to protect its own confidential information of a similar nature. The obligation to maintain the confidentiality of confidential information shall subsist during the term of this agreement, and for a period of five (5) years from the date of termination hereof. Each party acknowledges that any unauthorized disclosure or use of the confidential information would cause the disclosing party imminent irreparable injury and that the disclosing party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this section.
3. LIMITATION OF LIABILITY AND INDEMNIFICATION
- Except for liability arising out of (i) a breach by each party of its confidentiality obligations here under, (ii) each party’s breach of the other party’s intellectual proprietary rights (including breach of Auraa’s rights in the Auraa materials by client), (iii) client’s payment obligations hereunder, or (iv) client’s breach of its indemnification obligations, in no event shall either party be liable to the other under any theory of liability, whether in an equitable, legal, or common law action arising hereunder for contract, strict liability, tort (including negligence), or otherwise, (a) for damages, which, in the aggregate, exceed the amount of the fees paid by client during the six (6) month period immediately preceding the claim and notwithstanding the failure of essential purpose of any remedy or (b) for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind and however or for any loss of data, loss of business interruption or loss of profits, business opportunities, or goodwill arising hereunder even if notified of the possibility of such damage and notwithstanding the failure of essential purpose of any remedy.
- Client will defend, indemnify and hold harmlessAuraa, its parents, subsidiaries, affiliates, successors or assigns, and their directors, officers, employees and representatives, from and against any and all actions, suits, proceedings, claims, demands, losses, costs, damages, and expenses (including but not limited to, interest, penalties, court costs, and attorneys’ fees collectively “claims”) resulting or arising out of any: (i) breach of sections 1.1, 1.2, 3, 4, 5.1 or 5.2 by client; and (ii) gross negligent act or omission, willful misconduct by client, client’s employees, subsidiaries, subcontractors, contractors or agents.
4. TERM AND TERMINATION
- This agreement shall commence on ‘effective date’ as specified above and continue to remain active till terminated by either party or otherwise indicated under the Io.
- This agreement and/or any insertion order may be terminated by Auraa if client fails to make any payments due hereunder within thirty (30) days of receipt of a default notice fromAuraa. This agreement may be terminated by either party (i) on thirty (30) days written notice to the other party if the other party fails to perform any material obligation here under, and such failure is not cured within such thirty (30) days from receipt of notice from non-breaching party; or immediately (ii) if the other party files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver and such proceeding is not quashed or dropped within ninety (90) days of commencement of such proceedings, or is adjudicated a bankrupt concern either party may terminate this agreement with ninety (90) days’ notice to the other party without cause or for any reason.
- Upon termination of this agreement, client shall immediately cease to use any services within ten (10) days of the date of expiration/ termination of this agreement. Client shall return all copies of the Auraa materials, if requested byAuraa, destroy such Auraa materials and certify in writing to such return or destruction of all payment under this agreement, including any insertion orders hereunder, upto the date of termination hereof, shall become immediately due and payable by client. There shall be no refunds of any sums paid prior to the date of termination, upon termination of this agreement.
a. The Company does not represent in any manner that:
i. The company systems will be available at all times and will operate error free or that there will be uninterrupted access and service;
ii. The integrity of the user information will be maintained;
iii. The company systems are free from viruses or other malware.
b. The company shall not in any manner be liable to you for any loss, damage, liability, expense or claim suffered by you in any manner by your use of the company systems. you expressly release the company, its director, officers, employees, vendors and representatives from any loss, damage, liability, expense, claim or other consequence of any use by you of the company systems.
c. The company hereby disclaims and expressly waives all other conditions, representations and guarantees, whether express or implied, arising by law, custom, oral or written statements of licensor or third parties including, but not limited to, any warranty of merchantability or fitness for a particular purpose or of error-free and uninterrupted use of the company systems.
d. You acknowledge that the reports provided is based solely on information provided by you and/or any other person or entity through whom such information is being provided. All the information has been captured during the online assessment and psychometric tests cannot and do not warrant the accuracy or truthfulness of responses from you or such other parties providing such information on behalf of you.
e. The information contained in our reports or analysis should not be used or relied upon as the sole determiner for the purposes of your use. Use of such content or report is voluntary and does not constitute or imply any endorsement, recommendation, or favouring by us. It is recommended that you also consider other relevant factors required that you may consider relevant from your knowledge of the circumstances for each purpose you intend to use the test reports thereof. You should consider your own personal situation in addition to the information generated from our services before making any decisions basis the reports.
We expressly disclaim and accept no liability for any loss arising from the use of the assessment services, reports, products, psychometric tools (including any reliance on the predictive validity of any psychometric tool used in connection with any assessment) or the use of our systems or website, any action taken or refrained from, and all business decisions taken as a result of or reliance upon anything, including, without limitation, information or advice, contained in the output of any assessment or any reports or sources of information used or referred to therein, or for actual results or future events. We are not responsible for (1) your selection of assessments, (2) your use or reliance on, or interpretation and application of, any assessment, product, psychometric tool or output and/or (3) your decisions based on any assessment, product, psychometric tool or output. Any risks related to the foregoing and the results of any such decisions shall be solely your responsibility, without limiting the forgoing, the output of the assessment services must not be relied upon as statements of fact or as the sole basis for any employment related decisions.
We provide the services, reports, products, psychometric tools, systems and website “as is” and expressly disclaim all representations and warranties either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. We make no representation, warranty, guarantee or assurance that, with respect to using the provided services, reports, products, psychometric tools, systems and website: (1) you will realize any particular or expected results, (2) the website or content will meet your requirements; (3) the website will be available on an uninterrupted, timely, secure, or error-free basis; (4) the results that may be obtained from the use of the website or any provided content will be accurate or reliable; (5) the quality of any provided content purchased or obtained by you will meet your expectations; or (6) any services will be free from error, omission, interruption, defect, delay in operation, technical inaccuracies, viruses or other harmful code.
This disclaimer applies to any and all losses or damages of any kind, including without limitation direct, indirect, consequential, incidental, exemplary, punitive, special or other damages, even if advised of the possibility of such damages or if any remedy you have fails of its essential purpose, or any damages for loss of profits incurred by you or any third party, whether in any action in contract, tort or any other cause of action.
You agree to indemnify and hold harmless the company, its directors, shareholders, officers, employees and agents, against any claims, losses, damages or costs arising from (i) your use of the company systems and its contents, or (ii) your breach of these terms of use.
