"Company"; "Celoxis"; "us"; "we"; "our" shall mean Celoxis Technologies Pvt. Ltd., a company registered under the Companies Act, 1956 having its registered office at 3 Shreyas Eterna, NDA Pashan Road, Bavdhan, Pune-411021.
"Website" shall mean the sites, microsites and mobile applications owned, operated and managed by us.
"Members" shall include in its ambit users that are individuals as well as entities that access the Website.
"User Account" shall include the account that the Members and their authorized users shall be required to create with the Website, in order to use the trial and/or paid version of the Software.
1. Acceptance Of Terms:
Celoxis provides the Website to you, subject to the following Terms. These Terms form a legal agreement between Celoxis and you. We may update the Terms periodically with or without notice to you.
2. Description Of Service:
Celoxis provides the Members access to its Website including the Content (defined below) and to the trial version and / or paid version of its proprietary software for test management viz. Tuskr ("Software") through which Members can effectively manage their testing (the "Services").
3. Ancillary Services:
The Website may offer access to certain ancillary services such as Celoxis guest blog programme, testimonials, newsletters, quotes wherein you may voluntarily submit information ("Content") to the Website. You understand and acknowledge that you post or share such Content with the Website voluntarily on your own account and are solely liable for the originality, accuracy of such Content. Celoxis shall not be responsible or liable for any such Content shared, posted or submitted by you.
4. Your Registration Obligations:
You shall be responsible to maintain and promptly update your registration data like email, phone number, which you submit to us while signing up for the User Account.
6. Member Data:
You understand that all the Content, information, data, text, blogs, write-ups, software, music, sound, photographs, graphics, video, messages or other materials uploaded or shared by you or any third party except as may be provided by Celoxis, on the Website ("Data"), shall belong to you, respective author, or a person from which such Data has originated. Celoxis does not control the Data posted via the Website. Under no circumstances shall Celoxis be liable in any way for any Data, including, but not limited to, for any errors or omissions in any Data, or for any loss or damage of any kind incurred as a result of the use of any Data posted, emailed, transmitted or otherwise made available via the Website.
7. Member's conduct:
You agree not to:
- to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website;
- upload, post, email, transmit or otherwise make available any Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website;
- upload, post, email, transmit or otherwise make available any Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of or otherwise act in a manner that negatively affects other Member’s ability to engage in real time exchanges;
- interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
- use automated scripts or programs to access or download pages, documents, images or any other content in the application other than the provided API;
- intentionally or unintentionally violate any applicable local, state, national or international laws and any regulations having the force of laws.
You acknowledge and agree that Celoxis may disclose the Data if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to:
- comply with legal process;
- enforce the Terms;
- respond to claims that any Data violates the rights of third-parties; or
- protect the rights, property, or personal safety of Celoxis, its Members and the public.
You agree that Celoxis, in its sole discretion, may terminate your User Account and use of the Website, and remove and discard any Content within the Website if Celoxis believes that you have violated or acted inconsistently with the letter or spirit of the Terms. Celoxis may also in its sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice to you. Further, you agree that Celoxis shall not be liable to you or any third-party for any termination of your access to the Website.
10. Links and third party advertisers:
The Website may provide, links to other third party websites, advertisers or resources. You understand and acknowledge that Celoxis has no control over such sites, advertisers and resources, and agree that Celoxis is not responsible for the availability or non-availability of such external sites, advertisers or resources, and does not endorse and is not responsible or liable for any Data, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Celoxis shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Data, goods or services available on or through any such site, advertisers or resource. You shall be solely responsible to access such third party links and advertisers.
11. Proprietary Rights of Celoxis:
You understand, acknowledge and agree that Celoxis is the sole owner of all rights, title and interest, including all Intellectual Property Rights for the Website, and any necessary software used in connection with the Website.
By registering on the Website, for using the trial or paid version of the Software, you hereby grant us a limited, non-transferable, irrevocable license and right to use and display your company’s name, trademarks, service marks, and logo solely for the purpose of displaying on the Website as our existing user or customer on our Website. In case you would like us not to use your company’s name, trademarks, service marks, and logo on the Website, you can write to Celoxis’ grievance email-id at [js em address].
12. Disclaimer of Warranties:
You expressly understand and agree that:
- your use of the Website is at your sole risk. The Website is provided on an "as is" and "as available" basis. Celoxis expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
- any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
- no advice or information, whether oral or written, obtained by you from Celoxis or through or from the Website shall create any warranty not expressly stated in the Terms.
13. Limitation of Liability:
You expressly understand and agree that Celoxis shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Celoxis has been advised of the possibility of such damages), resulting from:
- the use or the inability to use the Website, due to downtime, server failure or otherwise;
- unauthorized access to or alteration of your transmissions or Data through your User Account;
- statements or conduct of any third party on the Website; or
- any other matter relating to the Website.
Notwithstanding anything contained herein or elsewhere, the maximum liability of Celoxis shall not exceed USD 100.
14. Choice of Law and Jurisdiction:
This Agreement shall be construed and governed by the laws of India without regard to principles of conflict of laws.
Any dispute arising, between you and Celoxis, shall be submitted to the arbitration to be conducted in Pune, India in English language, in accordance with the Rules of Arbitration and Conciliation, of the Bombay Chamber of Commerce and Industry by a sole arbitrator, who shall be appointed by the Administrator of Bombay Chamber of Commerce and the award made in pursuance thereof shall be binding on the parties. The dispute resolution and arbitration process mentioned in this Section will not prohibit parties from approaching the courts for appropriate interim reliefs. Parties further agree that the courts in Pune, India shall have an exclusive jurisdiction over such disputes.
Waiver: The failure of Celoxis to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Severability: If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.
Please report any violations or grievances with relation to the Terms to Celoxis at [js em address].