Last updated: 20th Sep 2020
These terms of service (the “General Terms”) govern the use of, and the subscription to, the Website and the Hellonext Platform provided by Skcript Technologies Private Limited. (“Skcript”). By accessing the Website and/or the Hellonext Platform, you agree to the General Terms on behalf of yourself as a user and, as the case may be, on behalf of the organisation that you represent (“Customer”).
- DEFINITIONS AND INTERPRETATION
- The following capitalized terms shall have the meaning ascribed to them below:
- (i) “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to Skcript in conjunction with the Services, such as customized questions drafted by the Users, answers to surveys, answers to polls, pictures, comments;
- (ii) “Customer Personal Information” means any Personal Information contained within the Customer Data;
- (iii) “Hellonext Platform” means the employee engagement tools and platform commercialized by Skcript as “Hellonext” and accessed by Users;
- (iv) “Parties” means Skcript and Customer using Hellonext Platform;
- (v) “Personal Information” has the meaning set out in Privacy Laws;
- (vi) “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information;
- (viii) “Sensitive Personal Information” has the meaning set out in Privacy Laws;
- (ix) “Survey Respondents” means any User invited by Customer to submit answers to surveys, answers to polls, comments, feedback and suggestions through the Hellonext Platform, including any employee of Customer;
- (x) “Users” means you and any individual to whom Customer provides access to the Hellonext Platform, including any account administrators, company manager, group manager and any Survey Respondents;
- (xi) “user” means any user of the Website and any Users; and
- (xii) “Website” means the website at www.hellonext.co and its sister websites provided by Hellonext (for example, https://request.hellonext.co).
- The term “including” is not limiting and means “including, without limitation”.
- The following capitalized terms shall have the meaning ascribed to them below:
- ACCESS AND USE OF THE Hellonext PLATFORM
- Services. During the Term and subject to Section 3.1, Skcript grants to Customer and its Users the right to access and use the Hellonext Platform, and any related services, in accordance with the General Terms (the “Services”).
- Limitations to the Services. Customer acknowledges and agrees that Skcript does not control the Customer Data and does not guarantee the accuracy, integrity or quality of such Customer Data. Customer is solely responsible for evaluating the accuracy, reliability, completeness and usefulness of any information obtained through use of the Hellonext Platform and for making and implementing decisions based on such information and dealing with any related consequences. Customer further acknowledges and agrees that Skcript assumes no liability for any Customer Data handled by Customer through the Hellonext Platform.
- Services Revisions. Skcript may revise the content, features and functions of the Hellonext Platform at any time without notice. Skcript will provide Customer with prior notice if there is a change to the Hellonext Platform resulting in overall material decrease in functionality of the Hellonext Platform. In such cases, Customer may terminate its subscription in accordance with Section 9.2(i) (Termination).
- Temporary Suspension of the Services. Skcript may temporarily limit or suspend the Services from time to time at its discretion including to perform upgrades to, and maintenance of, the Hellonext Platform.
- Unacceptable Use. Customer shall not, nor attempt to, nor permit third parties to: (a) share non-public features or content of the Hellonext Platform with any third party; or (b) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Hellonext Platform. For clarity purposes, Customer shall not access the Hellonext Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Hellonext Platform. In the event that it suspects any breach of this Section, Skcript may suspend Customer’s access to the Services without advanced notice, in addition to such other remedies as Skcript may have. Customer agrees that the Hellonext Platform should not be used to collect, manage or Process Sensitive Personal Information and Skcript will have no liability that may result from the Users’ use of the subscription to the Website and the Hellonext Platform to collect or Process Sensitive Personal Information. In particular, Customer agrees that the categories of User attributes created by Customer account administrator should not be created so that it would result in the input of Sensitive Personal Information. Customer agrees that it will inform Users that Sensitive Personal Information should not be submitted on the Hellonext Platform.
- Account Security and Access. Customer shall take reasonable steps to prevent unauthorized access to the Hellonext Platform, including by protecting its passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that Skcript is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer shall immediately notify Skcript if it becomes aware of any unauthorized access to, or use of, its account.
- Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. Customer acknowledges that the Services may not work properly if its operating systems, Internet browsers and anti-virus software are not up-to-date.
- Unacceptable Conduct of Users. To help ensure a safe and productive use of the Hellonext Platform, Customer shall ensure that Users do not have inappropriate conduct including (i) attempting to reveal the identity of a User, (ii) impersonating any other person or entity or (iii) allowing the submission of any Customer Data that is (or using the Customer Data in a way that is) illegal, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, hateful, or racially, ethically or otherwise objectionable. USERS SHALL BE RESPECTFUL OF THE SURVEY RESPONDENTS’ RIGHT TO REMAIN ANONYMOUS. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Hellonext Platform. Skcript is under no obligation to review how Users are using the Hellonext Platform (including how Survey Respondents answer surveys and polls and provide feedback and comments). Skcript ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT BY THE USERS OR FOR ANY CONTENT UPLOADED BY THE USERS IN THE Skcript PLATFORM.
- Indemnification by Customer. Customer shall defend, indemnify and hold harmless Skcript against any claim, suit or proceeding arising out of, or related to (a) Customer Data; (b) the breach of any warranty, covenant or other obligation contained in these General Terms by Customer or any User or (c) Customer’s or any User’s alleged or actual use of, misuse or inappropriate use of or failure to use the Services, including any Customer’s or User’s use in violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users).
- Compliance with Laws. When using the Services, Customer shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by law from its Users to allow Customer to use the Services and to allow Skcript to provide the Services in accordance with the General Terms.
- Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, and that such Users are governed by, and comply with, these General Terms.
- SERVICE FEES OF THE Hellonext PLATFORM AND BILLING
- Service Fees. Some features of the Services may only be accessed or used upon payment of service fees (the “Service Fees”). The Service Fees are specified on the Website, unless other payment terms have been agreed to in writing between Customer and Skcript. Customer further acknowledges and agrees that the Services Fees for the paid subscription are determined in accordance with the number of Users and that if the number of Users changes, the Service Fees will be adjusted accordingly. Customer agrees that its subscription be automatically renewed at the Renewal Date for the same subscription term as the previous one, unless it cancels its subscription before the Renewal Date in accordance with Section 9.2(i). Customer is responsible for timely canceling its subscription in accordance with Section 9.2(i) regardless of whether it receives any renewal prior notice from Skcript. For the purpose of the General Terms, a “Renewal Date” is the first day following the expiration of a subscription term.
- Revised Service Fees. Skcript reserves the right to revise the Service Fees applicable to a paid subscription in its sole discretion. The revised Service Fees will take effect as of the next Renewal Date for the next term of a paid subscription further to a prior notice from Skcript to Customer.
- Downgrade. In the event Customer downgrades any subscription from a paid subscription to a free subscription, Customer will remain responsible for any unpaid fees under the paid subscription. Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality.
- No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods.
- Free trial. From time to time, Skcript may offer trials of the paid subscription for a specified period without payment (a “Trial”). Skcript reserves the right, in its absolute discretion, to determine Customer’s eligibility for a Trial and to withdraw or to modify a Trial at any time without prior notice and with no liability. Upon the expiration of the Trial period, Customer will only be able to access and use those features of the Service available under the free subscription, unless Customer subsequently upgrades to a paid subscription of the Services.
- Third Party Payment Processor. Skcript reserves the right to use a third party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder.
- Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against Skcript based on its income. Skcript will invoice Customer for such Taxes if Skcript believes it has a legal obligation to do so and Customer agrees to pay such Taxes if so invoiced.
- ACCESS AND USE OF THE WEBSITE
- Website. The users of the Website may access and use the Website in accordance with the General Terms.
- Limitations to the Website. The users of the Website are solely responsible for evaluating the accuracy, reliability, completeness and usefulness of any information obtained through use of the Website and for making and implementing decisions based on the use of the Website and dealing with any related consequences.
- Unacceptable Use. The users of the Website shall not, nor attempt to, nor permit third parties to copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website, including any content available on the Website.
- Website Revisions. Skcript may revise the content, features and functions of the Website at any time without notice.
- Temporary Suspension of the Website. Skcript may temporarily limit or suspend the access to the Website from time to time at its discretion including to perform upgrades and maintenance to the Website.
- DATACustomer Data
- Customer Data subject to Anonymity and Confidentiality. The Customer acknowledges that the answers to surveys, emails, answers to polls, comments, feedbacks and suggestions provided by a Survey Respondent are anonymous and confidential, unless the Survey Respondent opts to remove the anonymity and confidentiality with respect to such content. Customer hereby acknowledges and agrees that any Customer Data for which Survey Respondents have not opted to remove the anonymity and confidentiality shall be kept confidential by Skcript and not shared with Customer. Where Skcript receives a request from a Survey Respondent to delete his or her comment, which may contain Personal Information, Customer hereby authorises Skcript to comply with that request.
Utilization Data from the Website and the Hellonext Platform
- Utilization Data. Customer acknowledges and agrees that to the extend permitted by law, the aggregated data derived from telemetric information and data related to how Users access and use the Website and the Hellonext Platform (including, but not limited to, feature and function of the Website and the Hellonext Platform being used by Users) is owned by Skcript and does not constitute Customer Data.
- Confidential Information. “Confidential Information” means any non-public, confidential and sensitive information, including Customer
Data, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) and excludes any information that is:
- (i) subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;
- (ii) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
- (iii) subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality.
- Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that Skcript may disclose Confidential Information to its third party services providers in connection with the performance or the improvement of the Services, in which case Skcript will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.
- GDPR. Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679). Such terms may be requested by emailing firstname.lastname@example.org.
- WARRANTY DISCLAIMERS
- Warranty Disclaimers. Skcript DOES NOT WARRANT THAT THE WEBSITE OR THE Hellonext PLATFORM WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE AND ERROR FREE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE Hellonext PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. Skcript MAKES NO REPRESENTATIONS AND NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY
- Dollar Cap. IN NO EVENT SHALL Skcript’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE GENERAL TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
- Exclusion. IN NO EVENT SHALL Skcript BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT OF Skcript.
- Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Hellonext Platform, Skcript shall have no responsibility in relation to such services.
- INTELLECTUAL PROPERTY AND FEEDBACK
- No Rights granted. Skcript retains all right, title, and interest in and to the Website and the Hellonext Platform and the content Customer accesses through the Website and the Hellonext Platform, other than Customer Data. These General Terms do not grant Customer any intellectual property rights in or to the Website or the Hellonext Platform or in Skcript’s logos and other trademarks.
- Indemnification. Subject to Section 7 (Limitation of Liability) and section 5.5, Skcript will defend, indemnify, and hold harmless Customer and its
officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, including any interest accrued, but excluding
any Third Party Claim Litigation Expenses; provided, however, that Skcript will have no liability if the Third Party Claim Losses against Customer arises from (a) Customer
Data; or (b) any modification, combination or development of the Hellonext Platform that is not performed by Hellonext. Customer must provide Skcript with prompt written
notice of any Third Party Claim Indemnifiable Proceeding and allow Skcript the right to assume the exclusive defense and control, and cooperate with any reasonable requests
assisting Skcript defense and settlement of such matter. For the purpose of this Section, the following definitions apply:
- (i) “Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third party claim that the software used in the Hellonext Platform infringes any intellectual property rights of such third party;
- (ii) “Third Party Claim Litigation Expenses” means any reasonable out-of-pocket expense incurred in defending a Third Party Claim Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements; and
- (iii) “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding.
- Feedback. Any feedback or suggestions sent by Customer or shared by Customer with Skcript to improve the Hellonext Platform or the Website may be implemented by Skcript. In such case, Customer grants Skcript an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free right to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer.
- Term. These General Terms are effective as of the first date that Customer or a user of the Website, as the case may be, accesses and uses the Hellonext Platform or the Website until they are terminated by any or both Parties in accordance with Section 9.2 (the “Term”).
- Termination. These General Terms may be terminated:
- (i) by Customer at any time if it cancels the Services through its Skcript account or with an Skcript customer representative;
- (ii) by Skcript at any time if Customer materially breaches any of its obligations under these General Terms. In the event that the material breach is curable, the General Terms may be terminated if such breach is not cured within fifteen (15) days after Skcript provides notice of the breach. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of these General Terms;
- (iii) by Skcript if Customer fails to make any payment of the Service Fees; or
- (iv) by Skcript for convenience with a thirty (30) days prior notice for monthly subscription or with a ninety (90) days prior notice for an annual subscription.
- No Refund in the Event of Termination. Section 3.4 (No Refunds) applies, regardless of the cause of termination.
- Survival. Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 5.3 – 5.6 (Protection of Personal Information) 5.7 (Confidential Information), 5.8 (Use or Disclosure of Confidential Information), 6 (Warranty Disclaimers), 7 (Limitation of Liability), 8 (IP & Feedback) and 9 (Term) and 10 (General) shall survive termination of these General Terms.
- Publicity. Customer grants Skcript the right to use Customer’s company name and logo as a reference for marketing or promotional purposes. If Customer wishes to limit such right, it shall send an email to email@example.com.
- Choice of Law, Jurisdiction and Venue. These General Terms shall be governed solely by the laws of India, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The Parties agree that any litigation in any way relating to these General Terms shall be brought and venued exclusively in the judicial district of Chennai in the state of Tamil Nadu, India and waives any objection that such venue is inconvenient or improper.
- Specific Performance. Notwithstanding any other provision in these General Terms, each Party acknowledges and agrees that a non-breaching Party may, upon any breach of these General Terms, immediately seek enforcement of these General Terms by means of specific performance or injunction, without any requirement to post a bond or other security.
- Force Majeure. Except as expressly provided otherwise in these General Terms, Skcript shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics (a “Force Majeure”), which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action.
- Time is of the Essence. Time is of the essence of these General Terms and of every part thereof.
- No Other Agreements. These General Terms are the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all offers (oral or written), understandings, representations, conditions, warranties, covenants, and other communications between the Parties relating hereto.
- Notices. Skcript may send notices pursuant to these General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to these General Terms to Skcript at firstname.lastname@example.org. Notices shall be deemed received 24 hours after they are sent.
- Assignment & Successors. These General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
- Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party.
- Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of these General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these General Terms shall continue in full force and effect.
- Technology Export. Customer shall not export any software provided by Skcript or otherwise remove it from India or the United States except in compliance with all applicable Indian and U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Website or the Hellonext Platform in or export such software to, a country subject to an embargo by India or the United States.
- Amendments. Skcript may amend the Skcript Terms of Service from time to time on its website.