Terms and Conditions

Effective date: November 29, 2021
Introduction:
These Terms and Conditions govern the licensing and subscription of various research operations management tools (modules/services) that have been provided on the Platform www.descign.com.These Subscription Terms and Conditions shall be read in conjunction with the Terms of Service and the Privacy Policy. When You (“User”/ “Buyer”/ “Seller”) subscribe to the Platform, you are automatically bound by the terms stated herein and the afore stated Terms of Service and Privacy Policy.
Please read these Subscription Terms and Conditions carefully, as they govern your relationship with the Company (Descign AI LLP) (“Descign”). The Subscription Terms and Conditions as stated hereinafter describe all the Services that are being provided to you via the Platform. If you subscribe to only certain/limited services, then the terms and conditions, specific to the subscribed services shall be applicable to you.
You will be considered as a:
– User: When you visit the Platform, and sign up for the Subscription Services, and a User may also be a Buyer or a Seller (as defined below);
– Buyer: When you purchase either a Service and/or a Product from the Platform.
– Seller: When you list a Service and/or a Product on the Platform.A User may by the virtue of its Platform usage may be considered as a Buyer and/or a Seller. In all such cases, the respective sections of this Subscription Terms and Conditions shall become applicable to User accordingly.
Notwithstanding anything else contained herein, if certain terms and conditions have not been specified against a specific type/kind of User, then those terms shall be commonly applicable to every registered User of the Platform, either as a Buyer and/or as a Seller. Any capitalised term that has not been defined herein, shall have the meaning assigned to it in the Terms of Service or the Privacy Policy.
‍I. Subscription Services: Subscription Services mean, the various service offerings on the Platform that a User may subscribe to, either together or separately. All the Subscription Services as mentioned herein form a part of the research operation management tools, whereby, the Platform shall manage research related operations. Subscription Services currently available are described hereinbelow. Any future offerings and the terms of their offerings shall be updated from time to time on this page. Any such updates in the terms and conditions shall be intimated to the User. The Subscription Services are the internet accessible services identified hereinbelow that provides the User access to the services hosted by Descign and made available to the User via cloud on a term use basis.
A. Notebook Module: Next generation “Electronic Lab Notebook” (“ELN”). It helps in managing all operations related to Standards Operating Procedures (SOPs). SOPs are version controlled and tracked in all the three stages – design, execution and analysis stages. The Notebook module seamlessly connects with the Inventory Module to check for the availability and booking of necessary resources (samples, materials, instruments). All the data generated during an execution is stored in the ELN in context. Data analysis can be done both offline and online. There is provision for users to process the data with their tools of choice and then upload the data on to the platform. This allows users to track all the steps involved with the analysis as well and saves a lot of money in buying expensive analysis tools. Detailed and customizable reports of each SOP can be generated at the click of a button.
B. Inventory Module: Is an Inventory Management System for resources like but not limited to instruments, reagents, samples and health records. Users can track the usage and maintenance of all the resources. It is tightly coupled to the Services and Notebook modules. It can provide real-time usage analytics of all resources. Custom reports at a collection and resource level can be generated with the click of a button.
C. Subscription Period and Price: The Subscription Period and Price for the same is available in the Invoice Document.
D. Payment Terms: The Subscription Fee is excluding taxes (as applicable and as amended from time to time). Each Party shall be responsible for its own taxes. Invoice shall be raised as per the details input at the time of payment towards the Subscription Services. The invoice shall be sent on the assigned email address of the User. The Subscription Services shall only be activated upon the payment of the Subscription Fee. Upon the expiry of the Subscription Period, the access to the Subscription Services shall be revoked, and the same shall only be restored upon renewal of the Subscription by payment of the Subscription Fee.
E. Cancellation and Refund: The User may cancel their subscription to the Subscription Services at any time, however, Descign shall not be liable for any refund upon cancellation of Subscription Services.
F. Terms and Conditions for use of Subscription Services:
a. Grant of License: Subject to the terms and conditions as stated herein in these Terms and Conditions, upon subscribing to the Subscription Services, Descign shall grant to the User a non-exclusive, non-transferable license, to use the Subscription Services, as per the number of subscriptions that have been paid for by the User.
b. Restriction and Responsibilities of the User: (i) User herein understands and agrees that it will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services, documentation or data related to the Subscription Services; modify, translate, or create derivative works based on the Subscription Services; use the Subscription Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels; (ii) The User herein shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS Services, including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like (collectively, “Equipment”). The User shall also be responsible for maintaining the security of the Equipment, their account, passwords (including but not limited to administrative and user passwords) and files. User shall not provide/use false information to gain access to or use the Subscription Services; (iii) User shall be solely responsible for its own acts and omissions of its users and Descign shall not be liable for any loss of data or functionality caused directly or indirectly by the User’s use of the Subscription Services; and (iv) User shall be solely responsible for the content that is input in order to utilise the Subscription Services.
c. Descign’s Obligations and Warranties: (i) Descign shall ensure that its employees and representatives shall, in performing its obligations under these Terms and Conditions, comply in all respects with all relevant Applicable Laws, statutes, regulations and orders for the time being in force; (ii) Descign shall protect the data of the User that it acquires during the Subscription Term and shall take proper measures including without limiting the technical and security measures to safeguard the same.
d. Descign warrants that during the Subscription Period -: It shall (i) provide the Subscription Services materially in accordance with these Terms and Conditions, with all due skill, care and diligence in a safe, competent and timely manner and in accordance with the Applicable Laws; (ii) make commercially reasonable efforts to make the Subscription Services available to the User as per industry standards; (iii) employ then-current, industry-standard measures to test the Subscription Services and to detect and remediate viruses, trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Subscription Services. Descign further warrants that (iv) it has sufficient rights to grant to the User a non-exclusive, non-transferable license to use and access the Subscription Services; (v) the provision of the Subscription Services and the use thereof by the User in accordance with the Terms and Conditions shall not result in any infringement of third party intellectual property rights; (vi) The Service Levels for the Subscription Services are available in a separate page, the Service Level Agreement (SLA) sets forth User’s sole remedy for availability or quality of Subscription Services.
e. Indemnification and Limitation of Liability: (A) Descign shall be liable for and shall defend, indemnify and hold the User, harmless from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with: (i) any claim made by any third party (including, but not limited to, any claim made by any governmental or statutory authority) against the User out of or in connection with the performance by the Descign of its obligations under these Terms and Conditions; (ii) any infringement (whether actual or alleged) of any patent or other intellectual property right arising out of or in connection with the Subscription Services by Descign; (iii) Breach of confidentiality obligations; (iv) wilful misconduct, gross negligence or misrepresentations; and (v) violation of Applicable Laws arising out of or in connection with these Terms and Conditions by Descign. (B) The foregoing obligations and indemnities do not apply with respect to portions or components of the Subscription Services (i) not supplied by Descign, or (ii) where User’s use of the SaaS Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Subscription Services are held by a court of competent jurisdiction to be or are believed by Descign to be infringing, Descign may, at its option and expense (a) replace or modify the Subscription Service to be non-infringing with substantially similar features and functionality, or (b) terminate the Subscription Services. (C) Notwithstanding anything contrary stated herein, in no event shall either Party (nor any licensor or other supplier/subcontractor of Descign) be liable to the other for any indirect, consequential, special, punitive, exemplary or incidental loss or damages of any nature arising out of or in connection with Subscription Services at any point of time. In no event shall the aggregate liability of either party together with all of its affiliates arising out of or related to the Subscription Service exceed the total amount paid or payable by the User hereunder for the Subscription Service giving rise to the liability in the twelve-month period preceding the first incident out which the liability arose.
f. Intellectual Property: All rights, title and interest in and to any material, document, equipment, data, tool, application, software, hardware, product belonging or licensed to the User (by any other third-party) including all Intellectual Property Rights therein (collectively, “User Material”) are and will remain with User and the respective rights holders in any third-party provider to User. Any reports and/or any results that are generated upon the use of the Subscription Services, more specifically by using the Notebook Module and any Intellectual Property, any right, title and interest therein shall always belong to the User and Descign has no right, license or authorization with respect to any of such reports/results and/or the User Material.
II. Other Services: In addition to the Subscription Services, the following services are available on the Platform. If you are using the Other Services as defined hereinbelow then the following terms in addition to the Terms of Service, Privacy Policy and other common terms shall be applicable to you as a User/ Seller/Buyer.
A. Services Module manages the listing and the order workflow of different products and services on the platform which includes but are not limited to research related products, diagnostic tests and consultation.
B. Terms to use the Services Module:
a. Sellers shall be listed for the purposes of listing their products and services. These Sellers may also be Users of the Subscription Services. At the time of listing of the Products and Services, the Sellers shall:
i. Upload all necessary forms and/or documentation (such as consent forms), so that the Buyers can directly purchase such products and services from the Sellers;
ii. All invoices for the purchase of such products and services shall be directly generated by the Seller.
iii. For the Seller, the Platform provides an all-in-one solution to generate invoices, collect payment, generation of the reports/provide the services for the Buyers, purchasing such Products and Services.
iv. For the Product and Service Buyers, the entire transaction including making the payment, tracking the Products and Services and provision of reports/deliverables can be tracked through the Platform.
v. Pricing: The Sellers shall be responsible for the pricing of the products and services that are being listed on the Platform. However, the Seller understands and agrees that a certain percentage shall be payable by the Seller to Descign in order to list their products and services on the Platform. The Seller shall be informed about the commission percentage towards the listing and sale of the products and services, at the time of listing of the same by Descign on the Platform. In addition, marketing/advertising fee shall also be payable by the Seller, which, shall be based upon separate terms and condition.
b. Responsibility of the Seller: It shall be the duty of the Seller to (i) provide accurate details of the products and services that are being provided; (ii) properly describe and price the products and services that are being offered to the Buyers. Descign shall not be responsible for any information and/or any price of the products and services that are being offered by the Sellers. Seller warrants that it is licensed to provide the products and services as being listed by the Seller on the Platform. Seller shall indemnify and hold harmless Descign from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with any claims, by any of the Buyers availing the products and services from the Seller.
c. Descign’s responsibility: Descign’s responsibility is limited to listing of the requisite Seller. Descign requires a Seller to upload all licenses and permissions in order for Seller to be listed on the Platform. Descign specifically disclaims any responsibility with respect to any information that is provided by the Seller for listing its Products and Services on the Platform. Descign shall not be responsible for conducting any background verification of the Sellers. (ii) Descign shall make commercially reasonable efforts to make the Website available, with an uptime of 99%, however, the Website may have intimated downtime for maintenance purposes; (iii) Descign will employ then-current, industry-standard measures to detect and remediate viruses, trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Website; (iv) Descign shall upon receipt of complaints from a user/Buyer and/or upon finding that the information provided by the Seller is untrue, or upon receipt of any complaints pertaining to fraud, at its sole discretion, shall have the right to de-list Seller.
d. Buyer’s Responsibility and Obligations: Buyer shall be bound by caveat emptor; meaning that, the Buyer shall be responsible about the products and services that are being purchased by the Buyer. The Buyer understands, that Descign’s, responsibility, obligation vis-à-vis the products and services is limited to what has been stated hereinabove. Buyer also understands and agrees, that a certain convenience fee shall be charged by Descign in order to facilitate the purchase of products and services, and further understands, that in case of refunds, the convenience fee as charged by Descign shall not be refunded.
C. ResearchBook Module is the marketplace on the platform. Sellers can choose to list their Products and Services in this module and make it available to the public at large (“Listed Products and Services”). The Listed Products and Services shall be visible, to all users who visit/access the Website, and shall not be limited to subscribed Users of the Platform.
D. Terms to use the ResearchBook Module, as a Listed Seller: If you are a Seller, who shall be using the Platform to sell the Listed Products and Services, then in addition other common terms and conditions (as mentioned elsewhere in these terms and conditions), the following shall be applicable to you:
a. What comes under the purview of Listed Product and Services: Any Products and Services that are listed, on the ResearchBook Module shall be termed as a Listed Product and Service.
b. Details to be provided to under Listed Products and Services: As a Listed Seller, you shall be responsible for giving accurate and detailed descriptions of the Products and Services provided. Such detailed descriptions shall include but are not limited to: (i) type of Products and Services; (ii)Turnaround time and services levels, as applicable; (iii) the pricing (please note all taxation shall be mentioned separately under the prices, and a proper breakdown shall be given).
c. Details of the Listed Seller: If the Listed Products and Services, require the Seller to be accredited/certified/licensed, the Seller shall provide such accreditation/certification/license and details of such accreditation/certification/licensing in the description that shall be available for all the users to view. Further, such accreditation/certification/license shall be uploaded by the Listed Seller at the time of signing up on the Website. Listed Seller, by listing the Listed Products and Services, warrant, that all information that is provided by them is true, and that all accreditation/certification/license (as applicable and required), are genuine and are valid and subsisting during the tenure of being Listed Seller on the Website and that Descign shall not be liable or responsible for any information that is being input and/or made available by the Listed Seller to the Buyers. The Listed Seller shall indemnify and hold harmless Descign from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) in connection with any claims, by any of the Buyers availing the services from the Seller. d. The Listed Seller shall be allowed avail the Products and Services from other Listed Sellers. In such cases, the Listed Sellers shall also be bound the terms and conditions as a Buyer of such Listed Products and Services, as defined hereinbelow.
E. Terms to use the ResearchBook Module, as a User/Buyer:
a. As a User/Buyer of the Listed Products and Services, you shall be responsible for choosing (i) the Listed Seller (ii) making payment to such Listed Seller; (iii) holding the Listed Seller responsible for the turnaround time and the services levels promised by the Listed Seller.
b. As a User/Buyer, you understand and agree that Descign is just providing a platform which is like a marketplace to both the Buyer/user and the Listed Seller, and that certain quality qualifiers are undertaken by Descign, Descign shall in no way be liable and/or responsible for the quality, turnaround time and services levels of the Listed Seller, and that no claim for any loss or liability shall be entertained by Descign hereunder.
c. As a User/Buyer, you shall also be responsible for the information given by you on Website to use the ResearchBook Module, and to purchase the Listed Products and Services.
d. The Buyer understands, that Descign’s, responsibility, obligation vis-à-vis the products and services is limited to what has been stated hereinbelow. Buyer also understands and agrees, that a certain convenience fee shall be charged by Descign in order to facilitate the purchase of products and services, and further understands, that in case of refunds, the convenience fee as charged by Descign shall not be refunded.
F. Payment Terms under the ResearchBook Module: Listed Seller shall have the freedom to choose their prices, and the terms of payment. Descign shall facilitate the payment against the invoices raised by the Listed Seller via the payment gateway available on the Website.
Cancellation and refunds. Cancellation and refunds shall be the prerogative of the Listed Seller. Descign shall not be liable to refund the commissions that is paid by the Listed Seller to Descign in order list their Products and Services. All commissions shall be paid by the Listed Seller at the time of Listing their Products and Services. The commission amount shall be a percentage of transaction price on the Platform. In addition, marketing/advertising fee shall also be payable by the Listed Seller, which, shall be based upon separate terms and condition. Invoice. The Listed Seller shall be provided the facility to generate invoices via the Website.
G. Descign’s role and responsibilities: Descign’s role and responsibility vis-à-vis the ResearchBook Module shall be limited to providing the (i) Website’s marketplace for all the Listed Sellers to provide the Listed Products and Services and for the Buyers/users to purchase such Listed Products and Services. Descign disclaims all responsibilities, warranties, claims, liabilities, arising out of the quality/turnaround time/ services levels of such Listed Products and Services; (ii) Descign shall make commercially reasonable efforts to make the Website available to users/Listed Sellers, with an uptime of 90%, however, the Website may have intimated downtime for maintenance purposes; (iii) Descign will employ then-current, industry-standard measures to detect and remediate viruses, trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Website; (iv) Descign shall upon receipt of complaints from a Buyer/User and/or upon finding that the information provided by the Listed Seller is untrue, or upon receipt of any complaints pertaining to fraud, at its sole discretion, shall have the right to de-list a Listed Seller.
H. Descign may: (i) use the data generated from the use/access of ResearchBook Module to generate advertising/qualified leads for helping the Listed Sellers, as a Buyer, by using and accessing the Website, specifically the ResearchBook Module, you agree towards such targeted advertisement; (ii) Descign shall also collect information from the Subscription Services for the purposes of advertising/showing the relevant listing on the ResearchBook Module. None of the data collected for the purposes of targeted advertising shall be shared with any third-party, without the consent of the User.
I. Workspace Account: Workspace Account is an enterprise account that may be subscribed to at an organizational level. In a Workspace Account, an organization shall upon subscribing to the Subscription Services, shall have a bundled access to the Subscription Services and the Other Services.
J. Terms of use of the Workspace Account: In addition to the terms if use as have been described under Subscription Services and Other Services, the following terms of use shall also be applicable to the Workspace Account:
a. The Workspace Account can only be subscribed to by using an official e-mail id. Upon subscribing to the Workspace Account, the organization shall pay for a number of licenses, being the users who shall, through their authorised official e-mail ids, shall be able to access the bundled services provided on the Platform.
b. The organization taking the subscription of a Workspace Account shall have the right to appoint admins, who in turn shall have the right to authorise, its own users, to use the bundled services. All users shall be required to create a username and password to use the services that they have been authorised to use. Each user shall be responsible for the security of their username and passwords. Descign shall not be responsible for unauthorised access to an authorised user’s account.
c. The users on the Workspace Accounts, shall have access to an internal messaging system (as and when made available), whereby the Workspace Users can text each other.
III. Common Terms and Conditions
A. Expiry/Termination: (i) Subscription Services; (ii) Workspace Account: Unless the Subscription Services are renewed upon payment, the access to the Subscription Services/ Workspace Accounts shall be revoked. The Users shall have the right to discontinue the use of the Subscription Services/ Workspace Account, however, no refund for the subscription prices shall be given by Descign. Prior to such expiry, the Users shall be prompted for renewal, and Users shall be allowed to download the reports and/or the documentation that have been uploaded/generated by the Users.
B. The expiry or termination shall be without prejudice to the rights and obligations of the parties up to and including the date of expiry or termination and shall not affect or prejudice any term of these Terms and Conditions that is expressly or by implication provided to come into effect on, or continue in force after, such expiry or termination.
C. Confidentiality: (A) Each Party agrees to: (a) use the Confidential Information solely for the purpose of performing its obligations under these Terms and Conditions; (b) not to disclose any Confidential Information of the Disclosing Party to any third party without prior written consent of the Disclosing Party; (c) limit the dissemination of the Disclosing Party’s Confidential Information to only those of the Receiving Party’s officers, and employees (“Representatives”) who require access to such information to perform their functions in connection with the purpose for which the Confidential Information is disclosed and to the attorneys and financial advisors on a strict ‘need to know’ basis; (d) to ensure that each person or entity who is permitted to receive or have access to the Confidential Information is bound by a confidentiality obligation consistent with these Terms and Conditions; (e) to exercise the same degree of care with respect to the Disclosing Party’s Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care; and (f) to return to the Disclosing Party, or if such return is not possible, destroy, Confidential Information of the Disclosing Party at source which will be incapable of being recovered through normal or laboratory means upon receipt of a written request from the Disclosing Party without retaining any copy thereof. (B) Either Party shall have a right to disclose the Confidential Information to the legal / regulatory authorities pursuant to a binding court order or government regulation, provided that, if permitted under law, the Receiving Party provides a notice to the Disclosing Party, in order for the Disclosing Party to obtain a protective order. If the Disclosing Party is unable to obtain a protective order, the Confidential Information may be disclosed only to the extent necessary under law. (C) Either Party is not permitted to discuss the other Party’s affairs with any member of the press and other news media without written authorization from the appropriate authorized representative of such other Party. (D) Each Party acknowledges and agrees that any breach of the confidentiality obligations set forth in this Clause shall cause the other Party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a breach, the Disclosing Party may seek injunctive or other equitable relief to enforce These Terms and Conditions in addition to any available legal remedies. (E) All Confidential Information disclosed by the Disclosing Party hereunder is provided “AS IS” and without warranty of any kind. All Confidential Information shall remain the property of the Disclosing Party. Nothing contained in this Clause or any disclosure pursuant to These Terms and Conditions shall be construed as granting any license or right under any intellectual property right, whether present or future. (F) This obligation to keep information confidential by both Parties shall survive after the determination, termination or expiration of the terms and conditions stated herein. “Confidential Information” shall mean and include, but is not restricted to all non-public information of either Party that is technical and commercial concerning business, books of record and account, data systems, software, services, any materials, trade secrets, know-how, formulae, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture designs, flow charts, drawings, proprietary information, personal data, business and marketing plans, financial and operational information, and all other non-public information, material or data relating to the current and/ or future business and operations, wages related information provided by the disclosing party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to these Terms and Conditions, including the existence and the terms and conditions of these Terms and Conditions or any other information which may come to the knowledge of the Receiving Party. Confidential Information shall not include information which, as evidenced by records,: (a) is or becomes a part of the public domain through no breach of its confidentiality obligations by the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party, entitled to disclose such information, without restriction on disclosure; or (d) is independently developed by the Receiving Party or its representatives without reference to the Confidential Information.
D. Data Security and Privacy: (A) Descign shall maintain physical and technical safeguards which are reasonably expected in, to protect the security, confidentiality and integrity of the data collected from the User (“Data”). The measures pertaining to data privacy are at par with the various privacy legislations including with General Data Protection Regulations. Descign shall collect certain essential information by virtue of User’s use of the services of Descign and such data shall be protected and kept private by Descign. Upon expiry/termination of the terms and conditions, all the Confidential Information and Data shall be deleted/destroyed by Descign.
E. Protection of Personal Data: The Parties hereto understand and agree that to the extent applicable to the use of the Services (Subscription and/or Other Services), each Party shall, in relation to the processing of the personally identifiable data, comply with their respective obligations as per their data processing and protection policies read with the applicable data protection legislation(s). The User understands and agrees that by using the Website and/the Platform and/or the Services (Subscription and/or Other Services), it permits Descign to process the personal data.
F. Intellectual Property: Each party shall retain all right, title and interest in its Intellectual Property Rights. No interest whatsoever in the other Party’s Intellectual Property Rights is granted by the use of the Services (Subscription and/or Other Services). Descign shall at all times own all rights, interest and title in all copyright, trademark, patents derivate works, designs and any other intellectual property and any bug fixes, improvements, updates thereto in the Website and/the Platform and/or the Services (Subscription and/or Other Services). Descign retains all ownership and use rights on the Website and/the Platform and/or the Services (Subscription and/or Other Services). User agrees not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Website and/the Platform and/or the Services (Subscription and/or Other Services) available to any third party, other than the Users themselves. Users shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Website and the Platform, documentation or data related to Website and/or the Platform; modify, translate, or create derivative works based on the Website and/the Platform and/or the Services (Subscription and/or Other Services); use the Website and/the Platform and/or the Services (Subscription and/or Other Services) for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. For the purposes of this entire Terms and Conditions documentation, “Intellectual Property” shall mean all trade names, trademarks, service marks, service names, trade dress, patents, copyrights, website platforms, logos, registered designs, domain names and utility models, inventions, Confidential Information, brand names, databases and database rights, know-how, and business/corporate names, and any similar rights situated in any country and the benefit of any of the foregoing (in each case whether registered or unregistered and including applications for the grant of any of the foregoing and the right to apply for any of the foregoing in any part of the world).
G. Compute Credits: Descign shall be providing compute credits and cloud storage to the Users of Subscription Services (including the Users subscribed via the Workspace Account). Upon termination/expiry of the Subscription Services, the access to the compute credits and the cloud storage shall be revoked. In case of a Workspace Account, upon termination/expiry of the same, all individual users under the Workspace Account shall lose access to the compute credits and the cloud storage.
H. Restriction and Responsibilities of the User: (i) You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Website and/the Platform and/or the Services (Subscription and/or Other Services) including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like (collectively, “Equipment”); (ii) You shall also be responsible for maintaining the security of the Equipment, their account, passwords (including but not limited to administrative and user passwords) and files, and for all users of Workspaces’ account or the Equipment; (iii) You shall not provide/use false information to gain access to or use the Website and/the Platform and/or the Services (Subscription and/or Other Services); (iv) if you are a Workspaces’ user, then you shall be solely responsible for acts and omissions of your authorised users (especially their respective users with administrative access) and Descign shall not be liable for any loss of data or functionality caused directly or indirectly by your authorised users; (v) You shall be solely responsible for the content that you input in order to use the Website and/the Platform and/or the Services (Subscription and/or Other Services).
I. WARRANTIES: DESCIGN DOES NOT WARRANT THAT THE SERVICES (SUBSCRIPTION AND/OR OTHER SERVICES) WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES (SUBSCRIPTION AND/OR OTHER SERVICES). EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE SERVICES (SUBSCRIPTION AND/OR OTHER SERVICES) ARE PROVIDED “AS IS” AND DESCIGN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
J. Limitation of Liability: Notwithstanding anything contrary stated herein, in no event shall Descign (nor any licensor or other supplier/subcontractor of Descign) be liable to the Users for any indirect, consequential, special, punitive, exemplary or incidental loss or damages of any nature arising out of or in connection with the use the Website and/the Platform and/or the Services (Subscription and/or Other Services) at any point of time. In no event shall the aggregate liability of Descign together with all of its affiliates arising out of or related to a User’s use and access of Website and/the Platform and/or the Services (Subscription and/or Other Services) exceed the total amount paid or payable by such User hereunder, in the 12 (twelve) month period preceding the date of the incident from where such liability arose.
K. Notice and Other Communications: (i) Any notice or other communication required or given under these Terms and Conditions shall be communicated or conveyed by the means of email to support@descign.com. The language for communication shall be English only.
L. Governing Law & Dispute Resolution Mechanism (i) These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of India (ii) Any dispute or difference whatsoever arising between the parties out of or relating to the interpretation, meaning, scope, operation or effect of these Terms and Conditions or the existence, validity, breach or anticipated breach thereof or determination and enforcement of respective rights, obligations and liabilities of the parties thereto shall be amicably settled by way of mediation. If the dispute is not conclusively settled within a period of 30 (thirty) days from the date of commencement of mediation or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended and restated from time to time). The number of arbitrators shall be one, appointed by Descign. The seat, or legal place, of arbitration shall be [Hyderabad, India]. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the seat.
Other Legal Provisions: (i) Waiver: Neither the failure nor any delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions or the documents referred to in these Terms and Conditions shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. (b) Assignment: These Terms and Conditions, or any right or interest herein, shall not be assignable or transferable by the Users. (c) Relationship between the Parties: Descign is an independent contractor, these Terms and Conditions do not constitute the Descign as an agent, legal representative, partner or an employee of any User. Neither Party shall not make any contract, warranty or representation on behalf of the other, or create any obligation, express or implied, on behalf of the other Party. The rights and obligations under these Terms and Conditions will inure to the benefit of the Parties hereto. These Terms and Conditions shall not create any rights of any person who is not a party to these Terms and Conditions. (d) These Terms and Conditions constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior terms, conditions, including letters of intent and term sheets, either oral or in writing, between the Parties with respect to the subject matter herein. (e) Survival: The termination of herein of these Terms and Conditions shall in no event terminate or prejudice: (i) any right or obligation arising out of or accruing under These Terms and Conditions attributable to events or circumstances occurring prior to such termination; (ii) any provision which by its nature is intended to survive termination.