Terms of Services

1. GRANT OF LICENSE

Subject to the terms and conditions of the Agreement, LMTLL grants to you a non-exclusive, non-transferable license to use the Callyzer SOFTWARE. You may use the Licensed Program for your own use. You may not, however, transfer or sublicense the Callyzer SOFTWARE to any third party, in whole or in part, in any form, whether modified or unmodified.

2. LICENCE ACCEPTANCE PROCEDURE

By agreeing to this EULA, you indicate that you are eligible to accept said license and acceptance of this license agreement and the limited warranty and limitation of liability set out in this license agreement. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent (‘corporate licensee’). In this license agreement, ‘you’ include both the reader and any corporate licensee.

3. TERMS OF TRIAL, SUBSCRIPTION PLAN AND PAYMENT

Trial and Subscription terms shall be as per Annexure-B.
Payment terms shall be as per Annexure-C.

4. PAYMENT METHOD

Payment shall be accepted through Bank Transfer, Cheque, Payment Gateway, PayTM, Gpay or other international online payment methods such as using Paypal or Payonner. Online payment processing fee shall be payable by you.

Payments using payment gateway service provider or other similar service provider shall be made in accordance with the terms and conditions, privacy policy of payment gateway or service provider. You clearly agree and acknowledge that LMTLL shall not be held responsible in event of any delays, errors and frauds in processing of payment by entities outside the control of LMTLL.

We use Payment systems as may be authorized by the Reserve Bank of India for collection, refund and remittance, as the case may be.

We neither make any representations nor make any warranties regarding the amount of time needed to complete processing, including delays in the online payment system and nor shall the LMTLL be liable for any actual or consequential damages arising from any claim of delay or any payment process related errors or delays.

We hereby reserve our rights to immediately stop your access to Callyzer SOFTWARE in case of delay of payment or non-payment.

5. REFUND & CANCELLATION POLICY

We offer 15 days free trial without asking credit card/payment details for those users who want to try our services. You agree and acknowledge before selecting services and making payment, you have evaluated the Callyzer SOFTWARE completely as per your requirements. Therefore, you clearly agree and acknowledge that if you elect to cancel your subscription after payment then you shall not be entitled for any refund. Further, considering the same reasons, you agree and acknowledge that you shall not raise any dispute with the payment repository including but not limited to PayPal, Payonner, Razorpay and others for refunding the payment. In case if you raise any such disputes then you agree, acknowledge and allow us to instruct payment repository to credit payment in our account as per this clause.

6. LICENCE RESTRICTIONS

Considering the security and availability risks, you agree and acknowledge that you shall not ask for Root access details of server. You further agree that denial of root access details to you shall never be considered as violation of this Agreement or any law in the name of denial of access cyber contravention. Also, considering the above risks, you agree and acknowledge that you shall not try to manipulate or manipulate any configurations in our Production server.

You shall not use, copy, modify or transfer the Callyzer SOFTWARE (including its source code and any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this license. If you transfer possession of any copy of the Callyzer SOFTWARE to another party except as provided above, your license gets automatically terminated. You shall not translate, reverse engineer, decompile, disassemble, modify, tamper, alter, conceal, destroy, damage, delete, add, rearrange or create derivative works based on the Callyzer SOFTWARE, except as expressly permitted by the law of this Agreement. You shall not vary, delete or obscure any notices of proprietary rights or any Callyzer identification/logo or restrictions on or in the Callyzer SOFTWARE. You shall not place your logo or any other identification on Callyzer SOFTWARE without our written permission. Further, source code files of Callyzer SOFTWARE shall be encrypted and you shall not have any rights to access the same.

Further, you also agree and acknowledge specific jurisdiction of Indian cyber laws namely I.T.Act,2000 and its amendments from time to time in case of any of aforesaid violations on your part in addition to other applicable laws.

7. NO TRANSFER

The Callyzer SOFTWARE is licensed only to you. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Callyzer SOFTWARE, on a temporary or permanent basis, without the prior written consent of the Licensor.

8. UNDERTAKINGS

You undertake to:

• ensure that, prior to use of the Callyzer SOFTWARE by your employees or agents or any stakeholders, all such parties are notified of this licence and the terms of this Agreement;
• reproduce and include our copyright notice (or such other party’s copyright notice as specified on the Callyzer SOFTWARE) on all and any copies of the Callyzer SOFTWARE, including any partial copies of the Callyzer SOFTWARE;
• hold all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Callyzer SOFTWARE confidential and not at any time, during this licence or after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor’s consent.

9. OWNERSHIP

The original and any copies of the Callyzer SOFTWARE, made by you, including translations, compilations, partial copies, modifications, and updates, are the properties of LMTLL.

10. NON-DISCLOSURE

Parties agree to comply with following provisions of confidentiality:

• A Party shall not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information.
• Each Party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, including all Project Participants, do not make public or disclose the other Party’s Confidential Information.
• Client shall not reveal to any other person the Fee that have been substantially discounted for the Client. On termination of this Agreement, each Party agrees to promptly deliver to the other Party all Confidential Information of the other Party then in such Party’s possession. Neither Party shall retain any Confidential Information of the other Party.
• In addition to the other provisions of this clause Confidentiality, the following privacy and data protection provisions shall apply to any personal information that the LMTLL has access or controls by virtue of this Agreement and the LMTLL shall take the measures as detailed herein :
  1. The LMTLL shall hold any personal information including but not limited to call recording files that it has access to under this Agreement in absolute confidence and shall not copy or transfer the personal information except as agreed with Client. The personal information shall be used solely to the extent required by the LMTLL to discharge its obligations to Client and for backup purpose if any.
  2. The LMTLL agrees that it shall not transfer or disseminate personal information to any third party without the approval of Client.
  3. The LMTLL shall ensure any of it personnel, including all Project Participants, who have access to personal information are advised of these obligations and are trained regarding their handling of such personal information.

11. TERM/DURATION

This agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term of one month/three months/twelve months and, thereafter, this agreement shall be renewed for successive periods of months as per mutual agreement between the Parties as set out in the Initial Subscription Term (each a Renewal Period), unless:

• either party notifies the other party of termination, in writing, at least [30 days] before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
• otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. On termination of this agreement for any reason:
  1. All licenses granted under this agreement shall immediately terminate;
  2. Each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party.
  3. Client shall be responsible for taking backup of its data and reports available in the Callyzer account within 60 days from expiry date. Call recording data will be available for 7 days from expiry date.. Data will be automatically deleted with account information after the completion of the above period of 60 days for which LMTLL shall not be responsible in any ways.
  4. Accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12. TERMINATION CERTIFICATE

In the event of termination, you will immediately discontinue use of the Callyzer SOFTWARE. If required by LMTLL then within one (1) month after termination of this Agreement, You will furnish to LMTLL a certificate which certifies with respect to each of the Callyzer SOFTWARE that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the Callyzer SOFTWARE have been destroyed.

13. MAINTENANCE SUPPORT & SLA

AMC Support and SLA shall be as per Annexure-D.

14. DATA SECURITY & WARRANTY

Data Security:

Data security and privacy are the most important aspects in today’s world. Below are our techno-legal reasonable information security controls & practices for your data:

1. Techno-legal NDA shall be signed with our employees and associates.
2. Induction for our employees and associates on legal compliance of data protection rules and information security practices.
3. Appropriate exit compliance documentation with the employees taking exit from LMTLL.
4. Arranging exit Interview if required.
5. Removing all access rights for the employee taking exit from LMTLL.
6. Intimation to the customers in case of any major security breach.
7. Compliance with additional data protection guidelines as and when intimated by the customers due to changes in data protection laws within or outside India.

You further agree that We shall not be held responsible for any uncontrollable security attack leading to failures of confidentiality, accuracy, integrity and availability of information and in such cases you agree that We shall not be held responsible for any type of losses that may occur to you as given in provisions of Indian Information Technology Act, 2000 including any amendments in the said Act and any other relevant Acts.

Warranty:

LMTLL represents and warrants herein that:

1. It is fully committed to delivering services, including the Professional Services and any Maintenance and Technical Support Services, as specified under this Agreement, in a professional and workmanlike manner and as per best industry practice, for the term mentioned and/ or any extension of the same then after, on best effort basis and noting the emphasis on the deadlines mentioned therein.
2. Its project participants and any other of its personnel assigned to the tasks pursuant to this Agreement are qualified and competent and shall perform their respective tasks in a professional and workmanlike manner and in accordance with established industry standards;
3. It has developed its software based on the platform available in open source viz. Java and React Native
4. In case any discrepancy, defect or bug occurred, found or observed in the Callyzer SOFTWARE, the LMTLL will try its best to arrange for rectification/ remedy the same at its own costs in a timely manner as per the discretion of LMTLL so as to ensure proper use thereof by the Client If the agreement is within contract period.
5. LMTLL does not have any direct or indirect relationship which will give rise to any kind of gain including but not limited to monetary gain to the employee of Client.

Further, any specific warranty (if any) may be as per Subscription document of Annexure-B.

In no event will the Licensor be liable to you for any damages, including any process interruptions, lost profits, lost savings, corruption/loss of data, loss of employee productivity or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Callyzer SOFTWARE, even if the Licensor has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraudulent misrepresentation. Further, Licensor shall not be liable for any issues (including related support services and damages) which may be related to your network, hardware devices, security breach and other system components.

15. LIMITATION OF LIABILITY

LMTLL’s liability to you under any provisions of this agreement for damages finally awarded shall be limited to the amount of last invoice actually paid by you to LMTLL. In no event shall LMTLL be liable for indirect, incidental, special, or consequential damages, including loss of use, loss/damage of database, loss of profits or interruption of business, however caused or on any theory of liability.

16. NOTICES

All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.

17. SUCCESSORS

This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

18. SEVERABILITY

In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

19. DISPUTE RESOLUTION; GOVERNING LAWS

Mediation and Arbitration:

1. All disputes and differences between both the parties hereto arising out of or relating to this Agreement including construction, validity, and performance thereof shall be referred to mediation of the Chief Executive Officers of both Parties (hereinafter called the “Mediators”) for resolving the same within a period of 30 (thirty) Business Days from the date of such reference. The decision of the Mediators shall be final and binding on both Parties to this Agreement.
2. In the event that any dispute arising in connection with this Agreement cannot be settled mutually through mediation as stated above, the subject matter of dispute shall be submitted to 1 (one) arbitrator to be mutually decided by the Parties. If the Parties cannot agree upon a single arbitrator, there shall be 3 (three) arbitrators, 1 (one) appointed by each Party and a third selected by the 2 (two) arbitrators so appointed. All pertinent evidence on the subject matter in dispute shall be made available to the arbitrator or arbitrators and each Party shall have the right to present both orally and in writing its arguments and views on the dispute. The decision of the arbitrator or the majority of the arbitrators, as the case may be, shall be rendered in writing and shall be binding upon the Parties. The costs, charges and expenses of the arbitration shall be payable in terms of the award of the sole arbitrator or arbitrators. The venue of the Arbitration shall be Ahmedabad, Gujarat and the proceedings shall be conducted according to the Arbitration and Conciliation Act, 1996 and its amendments from time to time. All proceedings in any such arbitration shall be conducted in English.

20. PUBLICITY

Both the Parties agree that they shall use the name of each other in any of the promotion, marketing or announcement or press release without the prior consent of the other Party.

21. GOVERNING LAW/FORUM

This Agreement shall be governed and interpreted by the laws of India. Ahmedabad city of Gujarat state shall be the appropriate venue and jurisdiction. Both parties hereby consent to such personal and exclusive jurisdiction.

22. NON-ASSIGNMENT

This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by you without the prior written consent of LMTLL.

23. FORCE MAJEURE

If the whole or any part of the performance by either Party of their respective obligations hereunder is prevented or delayed by causes, circumstances or events beyond the control of such Party, for example transportation, strikes, labor troubles, electrical failures, internet failures/errors/ban, API failures/errors, pandemic, floods, fires, accidents, earthquakes, riots, explosions, wars, hostilities, acts of government, custom barriers, or other causes of like character beyond the control of such Party, then to the extent that such Party shall be prevented or delayed from performing all or any part of its obligations hereunder, by reason thereof despite due diligence and reasonable efforts to do so notwithstanding such causes, circumstances or events, then such Party shall be excused from performance hereunder for so long as such causes, circumstances or events shall continue to prevent or delay such performance.

24. GENERAL

1. You agree and acknowledge that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Callyzer SOFTWARE is used in order to verify compliance with this software licence.
2. This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and you with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
3. Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.
4. Communication: LMTLL reserves the right to contact you from time to time for feedback about the services. We may also contact you regarding service and support related issues. We reserve the right to contact you through e-mail, facsimiles, text or voice messages, notices posted on our website. Notices shall be deemed effective at the time LMTLL sends them or as of the date they are posted. You consent that any emails, surveys, other information or feedback that you provide to LMTLL , except as otherwise provided in our Privacy Policy, can be used by us in any manner, including but not limited to for reviews and ratings on our or third party websites.
5. Suggestions Policy: We don’t believe or consider any type of unsolicited suggestions, ideas including but not limited to advt., marketing, promotions, technology upgrades and product upgrades (“submissions”). You clearly agree and acknowledge that you shall not submit any of aforesaid to us. In case you do so then you agree and acknowledge that it shall be governed by following terms and conditions: 1. Your submitted submissions shall become our property from IPR and every other perspectives; 2. Your submissions shall not be eligible any types of compensation, confidentiality restrictions, redistribution restrictions and every other types of restrictions and 3. You shall not insist us to evaluate your submissions.
6. Privacy Policy: We have implemented reasonable security practices and procedures over your sensitive personal data as per the rules of I.T.Act, 2000. Please refer to our privacy cum security policy as per I.T.Act, 2000 on privacy policy. In case of any privacy issues, please contact our grievance officer on [email protected]
7. Waiver: The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
8. Non-poaching: Both the parties agree and acknowledge that while this Agreement is in force and for a period of thirty six (36) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other’s officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other’s prior written consent. Both the parties understand and agree that a 36 months period is reasonable after considering training and grooming time as well as investments made on human resources.
9. Mutual Indemnification: Each Party (the “Indemnifying Party”) agrees to defend the other Party, its affiliates and each of their respective officers, directors, employees, contractors and agents (each an “Indemnified Party”) from and against any action, claim, suit, investigation or other proceeding brought by a third party (a “Claim”) to the extent such Claim results from the Indemnifying Party’s breach of this Agreement or the negligence, willful misconduct or fraud or violation of law on the part of the Indemnifying Party, its officers, directors, employees, agents or other representatives in connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or levied against such Indemnified Party as a result of such Claim.
10. No Gifting: You agree and acknowledge that you shall not offer any gifts in cash or kind to our team members without our written consent. You shall not contact our team members on their personal contact numbers or any other social media platforms for any kind of circumvention of this Agreement.
11. Feedback: If you choose to provide feedback on the Callyzer SOFTWARE which is visible to other users, you shall exercise due care while making comments and not make any comments that are not factual in nature and shall not post defamatory or illegal or offensive/ obscene contents.
12. Grievance Redressal Process: In case of any grievance, objection or complaint on your part with respect to the Callyzer SOFTWARE including any complaints or enquiry about suspension, termination or blocking of your subscription or right to use the Callyzer SOFTWARE, you should promptly raise such grievance or complaint with the designated Grievance Officer on [email protected] and provide him with all necessary information and/or documents to enable the Grievance Officer to resolve the issue. The name and contact details of the Grievance Officer is published as per the provisions of the Information Technology Act, 2000 and the rules made there under.
13. Consent: The contracting parties of this agreement give their consent which is not only free but also legal and voluntarily in nature, for the purposes of entering into this contract in terms of this Agreement and related policies.
14. Actions in good faith: Under this agreement, the actions of both the parties shall be deemed as actions in good faith (bona fide) unless there is evidence to the contrary.
15. Language: All notices given under this agreement shall be in English. If there is any inconsistency between any document and any version of the same document, the English version shall be deemed as effective and authoritative.
16. Appropriation of payments: Unless otherwise agreed and specified in writing, both the parties agreed to the principle of Appropriation of Payments. In this context, the principle of Appropriation of the payment shall mean that: In the case of default on payment on more than two occasions, the subsequent payment shall be regarded as payment towards the fulfillment of the first debt.
17. Injunction: Both the parties clearly agree that breach of this agreement might cause irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to compensation and any other remedy, Parties shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage.
18. Transfer/Closure: The LMTLL at its sole discretion shall be entitled to assign or transfer its rights and obligations under this Agreement hereunder to any other person without your prior consent provided that the LMTLL assigns this Agreement on the same terms or such terms that are no less favourable to you. Further, We may close the operations of Callyzer as per our discretion. We may provide 60 days of notice period for the customer if such a situation of transfer or closure arises.
19. Remedies: All remedies of the LMTLL under this Agreement whether provided herein or conferred by statute, civil law, and custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently.
20. Heading: The clause headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
21. Survival: Unless and to the extent otherwise specified herein, all terms of this Agreement which by their nature extend beyond its termination including but not limited to confidentiality, privacy, payment, IPR, indemnity, restrictions, limited liability, arbitration, taxes and others will remain in effect until fulfilled and apply to respective successors and assigns.
22. Legality of your business: You clearly agree and acknowledge that we shall never be held responsible for legal issues relating to your business including but not limited to illegal outsourcing activities or your disputes with your team members regarding recording/tracking of calls considering our role of being a Callyzer SOFTWARE Provider only. You therefore agree and acknowledge to fully indemnify us in case of any liabilities arising for us.
23. Contra Proferentem: No rule of construction shall apply in the interpretation of this Agreement to the disadvantage of one Party on the basis that such Party put forward or drafted this Agreement or any provision thereof.