This agreement governs your access to and use of our services. This agreement applies to the services you are using in connection herewith and that are brought to you by Ehunch Research labs Private Limited which owns and operates the service.
By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement or by accessing or using any part of the service, you agree to all the terms of this agreement. In case you are entering this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to all of these terms & conditions. If you don’t have authority and you don’t agree with these terms and conditions of use, you must not accept this agreement and you will not have any rights to use the services.
This agreement is effective between you and us as of the date you are accepting this agreement. Our acceptance is expressly conditioned upon your assent to all the terms of this agreement, to the exclusion of all other terms.
“Affiliate” means any legal entity directly or indirectly controlling, controlled by or under common control with You or Us, where control means the ownership of a majority share of the stock, equity or voting interests of such entity.
“Licensor”, “We”, “Us” or “Our” means Ehunch Research Labs Private Limited or any Affiliate of Ehunch Research labs Private Limited
“Licensee”, “You” or “Your” means the individual who has completed this form on behalf of yourself or the organization for which you have authority to bind the agreement. If you are entering into this agreement on behalf of legal entity, it shall mean the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company.
“Agreement” means, collectively, these terms and conditions, invoice terms and conditions, hard copy order forms, and online order forms.
“Content” means the audio and visual information, documents, software, products and services contained or made available to Licensee in the course of using the Service.
“Service” means the Licensor's website(s) and the online service, including offline services such as customer and technical support
“Test Taker” means an individual, job applicant, potential employee, or employee using the system solely for the purposes of taking online test(s) but not the individual or entity that has licensed the Service for pre-employment, retention, or similar purposes. A Test Taker shall abide by all terms and conditions as those of the Licensee except it is understood that he or she has not purchased (or is not purchasing) a license to the Service for said purposes.
“Licensee Data” means all data, information and material provided or submitted by Licensee to the Service in the course of using the Service
“Intellectual Property Rights” shall mean all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world
“Initial Term” shall mean the initial period during which Licensee is obligated to pay for the Service equal to the billing frequency selected by Licensee during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
“Log-In Information” shall mean user names and passwords used to access the Service;
“Free Trial Subscription” shall mean a fee-free, limited-time subscription for purchase consideration only.
Ehunch will not begin any Services unless an Insertion Order governing such Services has been duly executed by both parties. Ehunch may immediately cease performing Services, without liability and without prejudice to its payments, if an Insertion Order expires and is not extended or replaced with a valid Insertion Order.
This Agreement commences upon the first use of the Service by the Licensee. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Licensor's then current fees. Either party may terminate this Agreement by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Licensee agrees and acknowledges that Licensor has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Any breach of Licensee's payment obligations or unauthorized use of Licensor's Service shall be deemed a material breach of this Agreement. The unauthorized use of any Log-In Information, either with or without Licensee's knowledge, shall be deemed a breach of this Agreement, and may constitute a violation of Licensee's copyrights. User is responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the Product and/or the Content by unauthorized persons. Unauthorized access to or use of the Product and/or the Content by someone using User's Log-In information may be attributed to User. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service if Licensee breaches or otherwise fails to comply with this Agreement. In addition, Licensor may terminate a free account at any time in its sole discretion. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, if Licensee has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Licensee and Ehunch warrant that each has the right to enter into this Agreement and that the Agreement and all Insertion Orders executed hereunder shall be executed by an authorized representative of each party.
The Service, including Content, is provided "as is", and Ehunch makes no warranty as to the accuracy or completeness of such Content. Except as otherwise stated in the this agreement, Ehunch makes no other warranties, express or implied, including express or implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Ehunch will defend, indemnify and hold harmless Licensee, its parents, subsidiaries, distributors, dealers, affiliates, successors or assigns, and their directors, officers, employees and representatives ("Licensee Parties"), 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 gross negligent act or omission, wilful misconduct of Ehunch, its officers, directors, subsidiaries, subcontractors, contractors, agents, or employees ("Ehunch Parties") arising out of or related to Ehunch’s Services.
Ehunch shall have no liability under this Section unless: (i) Licensee timely notifies Ehunch in writing after Licensee becomes aware of a claim; and (ii) Ehunch has sole control of the settlement, compromise, negotiation, and defense of any such action; and (iii) Licensee cooperates, in good faith, in the defense of any such legal action.
Licensor and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Licensor and its licensors do not represent or warrant that:
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from licensee in the three(3) month period immediately preceding the event giving rise to such claim. in no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Both parties agree to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.
Neither party may assign its rights or delegate its duties under this Agreement whether by operation of law, change of control, or in any other manner, without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Any assignment or transfer in violation of this Section 9.2 shall be null and void.
The provisions set forth in Sections 4, 5, 6,7, 8, 12, 13, and 14 of this Agreement shall survive termination or expiration of this Agreement.
Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing. Unless otherwise specified, all notices to Ehunch shall be sent to the attention of the "Manager-Finance". Any notice of material breach pursuant to Section 8 shall clearly define the breach including the specific contractual obligation that has been breached.
Ehunch shall not be liable to Licensee for any delay or failure of Ehunch to perform its obligations hereunder, if such delay or failure arises from any cause or causes beyond the reasonable control of Ehunch. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Licensee in providing required resources or support or performing any other requirements hereunder.
In the event of a conflict between the terms and conditions of this Agreement, an Insertion Order, or an exhibit the terms and conditions of the Insertion Order or exhibit shall prevail, in that order.
This Agreement, including any separately executed Insertion Orders shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto.
The parties agree that this Agreement cannot be altered, amended or modified, except by a written document, signed by an authorized representative of each party.
Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.
No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect, in accordance with its terms as modified by such reformation.
This agreement shall be governed and interpreted by the laws of the India. All disputes, differences or claims with respect to any matter arising out of or relating to the Agreement shall be finally settled through the provisions of The Arbitration and Conciliation Act 1996, as amended from time to time having seat of arbitration at Bangalore and the language of such arbitration being English. Subject to above the courts at Bangalore, India, shall have exclusive jurisdiction.