Terms of Service - Hirin.ai

Growby Exx Services Pvt Ltd

1. Definitions

A. Affiliate

“Affiliate” refers to any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. Here, “control” means owning at least 50% of the equity or beneficial interest in that entity.

B. Client

“Client” refers to any party that enters into an agreement (via an Order Form) with Growby Exx Services Pvt Ltd to subscribe to our Services.

C. Client Data

“Client Data” means any electronic information or data provided, uploaded, or transmitted by the Client (or on their behalf) through our Services. This includes any personal information, except where expressly stated otherwise.

D. Cloud Software

“Cloud Software” encompasses all software programs provided by Growby Exx Services Pvt Ltd as part of the Services, including any updates, enhancements, or related documentation.

E. Intellectual Property Rights

“Intellectual Property Rights” include all registered and unregistered rights related to patents, copyrights, trademarks, trade secrets, or other proprietary rights, as well as any similar or equivalent rights globally.

F. Order Form

“Order Form” is any document, including statements of work or order forms, that incorporates these Terms and details the subscription or purchase of our Services by the Client.

G. Personal Information

“Personal Information” refers to any Client Data that can be used to identify a specific individual, such as names, addresses, phone numbers, email addresses, or government-issued identification numbers.

H. Professional Services

“Professional Services” means the expert services provided by Growby Exx Services Pvt Ltd as described in an Order Form. This may include integration, configuration, and implementation services.

I. Services

“Services” refers to all products and services provided by Growby Exx Services Pvt Ltd, including Cloud Software and Professional Services.

J. Sub-Processor

“Sub-Processor” is any third-party entity engaged by Growby or its subcontractors to process Client Personal Information on behalf of the Client.

K. Supplier

“Supplier” refers to any third-party that assists Growby in delivering the Cloud Software to the Client, which may include Sub-Processors.

L. User

“User” denotes any individual authorized by the Client to access or use the Services. This includes employees or third parties (excluding direct competitors) authorized under an Order Form.

2. Scope of Services

A. Provision of Cloud Software

Throughout the subscription period, Growby Exx Services Pvt Ltd will provide the Cloud Software to the Client for use in the normal course of business by its Users, in line with these Terms and the associated agreement.

B. Service Requirements

Growby reserves the right to make commercially reasonable modifications to the Cloud Software without prior notice, provided these adjustments do not significantly reduce the functionality or features. We will also ensure compliance with all applicable laws during service delivery.

C. Data Security

Safeguarding your data is paramount. We have established administrative, technical, and physical security measures to protect both the Cloud Software and Client Data from unauthorized or accidental access, consistent with industry-recognized standards.

D. Client Participation

The effective delivery of certain services, especially Professional Services, depends on timely and accurate information from the Client. The Client is required to:

Provide necessary resources and information as requested.
Respond promptly to reviews, approvals, and inquiries.
Ensure that Growby has access to knowledgeable personnel.
Supply any required equipment or network access.
Appoint a project management contact to liaise with us.

Delays in fulfilling these responsibilities may impact service performance, and Growby will not be liable for any resultant delays.

3. Professional Services

A. Overview

All Professional Services are detailed within the relevant Order Form. In cases of any discrepancies between the Order Form and these Terms, the Order Form will take precedence.

B. Our Responsibilities

Growby will deliver Professional Services with due diligence and professional care, adhering to industry standards. However, we retain discretion over the methods and techniques used in providing these services.

C. Deliverables

Any deliverables created under Professional Services are not classified as “work-made-for-hire.” Generally, Professional Services are rendered remotely, unless otherwise agreed upon in an Order Form. In such cases, expenses incurred may be invoiced to the Client. These services are solely for implementing and configuring the Cloud Software based on the Client’s needs and do not constitute legal advice. The Client remains responsible for compliance with all applicable laws.

4. Client Use of Services

A. Authorized Use

The Client agrees to use the Services solely for its internal business purposes and in accordance with the agreed terms. Additionally, the Client must:

Ensure that all Users comply with these Terms.
Obtain necessary consents from third parties for data processing.
Provide all required notices and consents related to personal data.
Promptly notify us of any unauthorized access or data breaches.
Adhere to all relevant laws in their use of the Services

The Client must not:

Reverse-engineer, copy, or modify the software.
Resell, rent, or otherwise commercially exploit the Services.
Disrupt or interfere with the operation of the Services.
Engage in any activities that violate laws or infringe on third-party rights.
Transmit malicious code or unauthorized content.
Attempt to bypass or compromise our security measures.

B. User Accounts

Each User must maintain their account credentials securely. Sharing accounts is prohibited, and any unauthorized use of account information will be treated as the responsibility of the Client.

C. Equipment

The Client is responsible for securing all necessary hardware and software (collectively “Equipment”) to access and use the Services. Growby is not liable for any issues arising from the Client’s equipment.

D. Service Suspension

Growby may temporarily suspend access to the Services if there is any security risk, suspected fraudulent activity, legal non-compliance, or if access to critical third-party services is lost. We will provide notice where feasible and work diligently to restore services. Growby is not liable for any losses incurred during such suspensions.

E. Integration with Third-Party Providers

Clients may request integration of data with third-party service providers. In such cases, Growby is authorized to import, export, store, and process the data as needed. However, Growby is not responsible for the actions of any third-party service providers.

5. Third-Party Services

A. Access to Third-Party Services

Growby may share Client Data with Suppliers to facilitate third-party services essential for the delivery of the Cloud Software. Suppliers may independently update or modify their services, which could impact our Services. Growby will endeavor to notify Clients of any major changes in advance.

B. Messaging Services

Growby may offer SMS, MMS, or similar messaging services as part of the Services. The Client is responsible for ensuring compliance with all applicable laws, such as the Telephone Consumer Protection Act (TCPA), when using these messaging features.

C. Registration for Messaging

The Client agrees to provide necessary “know your customer” details to enable messaging services. Failure to comply may affect service delivery, and Growby will not be liable for any disruption caused by non-compliance.

D. Carrier Limitations

The Client acknowledges that messaging numbers are subject to restrictions imposed by carriers. Growby will work to minimize any service disruption arising from such carrier restrictions but is not responsible if access to a particular number or short code is lost.

6. Payment

A. Fees

The Client agrees to pay all fees specified in the relevant Order Form. Early cancellation of a subscription does not warrant a refund, and all outstanding fees must be settled through the end of the subscription period. Upon renewal, fees may be adjusted moderately (by no more than 5% per year after the initial term) or for additional usage beyond the original scope. All fees are stated in U.S. Dollars unless otherwise noted.

B. Invoicing and Payment

Fees will typically be invoiced annually in advance via email. The Client is responsible for prompt payment as specified in the invoice.

C. Late Payments

Late payments will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law) on the outstanding balance. Disputed amounts will not accrue late fees until resolved.

D. Disputed Invoices

If the Client disputes any invoice, written notice must be provided within ten (10) days of the invoice date along with details of the dispute. All undisputed amounts must be paid on time.

E. Service Suspension for Non-Payment

If payments are more than 30 days overdue (excluding disputed amounts), Growby may suspend the Services after providing a 10-day written notice until full payment is received.

F. Future Enhancements

The Client acknowledges that purchases under this agreement are not contingent on any future functionality or features beyond those currently provided.

G. Taxes

Fees exclude any applicable taxes, duties, or similar charges. The Client is responsible for all such taxes. Growby will invoice for any taxes that must be collected.

H. Expenses

The Client will reimburse Growby for any reasonable out-of-pocket expenses incurred during the performance of the Services, such as travel or accommodation expenses.

7. Confidentiality

A. Confidential Information

“Confidential Information” includes any proprietary or sensitive information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) during the subscription period. This may include technical, financial, business, or other information, including trade secrets and Client Data.

B. Exclusions

Confidential Information does not include information that:

Is or becomes publicly available without breach of these Terms.
Was in the Receiving Party’s possession before receipt.
Is obtained from a third party without confidentiality obligations.
Is independently developed without use of the Disclosing Party’s information.
Has been approved in writing for disclosure by the Disclosing Party.

C. Obligations

Each Party agrees to:

D. Permitted Disclosures

The Receiving Party may disclose Confidential Information if legally required (e.g., by court order) provided that, where possible, the Disclosing Party is given notice and an opportunity to seek protective measures.

E. Remedies

Both Parties acknowledge that any breach of this confidentiality section may cause irreparable harm. Therefore, either Party is entitled to seek injunctive relief without the need to prove actual damages.

8. Proprietary Rights

A. Reservation of Rights

All right, title, and interest in the Services—including any intellectual property developed by Growby—remain exclusively with Growby Exx Services Pvt Ltd. The Client does not acquire any rights to the Services or related intellectual property.

B. Ownership of Client Data

Client Data remains the exclusive property of the Client. Growby only gains rights to use this data as expressly provided in the agreement.

C. Personal Information Processing

Any Personal Information will be processed in line with our Data Processing Addendum and relevant privacy policies.

D. Enhancements and Output Data

Growby will retain all rights to any improvements or enhancements made to the Services. Furthermore, data collected or generated from the Services (in an aggregated or de-identified form) is solely owned by Growby and may be used for internal improvements, analytics, or security purposes.

E. Feedback

Any feedback or suggestions provided by the Client about the Services become the exclusive property of Growby. The Client assigns all rights to such feedback, and Growby is free to use it without compensation or attribution.

9. Term and Termination

A. Term

The initial subscription term begins on the signing date of the Order Form and continues for three years (“Initial Term”), unless terminated earlier as provided herein. These Terms remain effective for the duration of the subscription.

B. Renewal

At the end of the Initial Term or any Renewal Term, the subscription will automatically renew for one-year periods (“Renewal Term”), unless either Party notifies the other in writing at least 30 days before the term expires.

C. Termination for Cause

Either Party may terminate an Order Form if the other:

D. Effects of Termination

Upon termination:

The Client must cease using the Services immediately.
All rights to use the Services will end.
The Client must pay all outstanding amounts.
Growby will delete Client Data within 30 days, although a copy in CSV format will be provided to the Client.

E. Survival

Certain sections of these Terms (such as confidentiality, proprietary rights, and indemnification) will survive termination of the agreement.

10. Warranties

A. Service Maintenance

Growby will make reasonable efforts to keep the Services operational and minimize disruptions. Scheduled or emergency maintenance may occur with prior notice when feasible; however, no warranty is provided that the Services will always be uninterrupted or error-free.

B. Disclaimer

Except as expressly stated, the Services are provided “as is” without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Growby is not responsible for issues arising from factors outside our control (such as network or system failures).

11. Indemnification

A. Indemnification by Growby

Growby agrees to defend, indemnify, and hold harmless the Client from claims arising from any allegations that the Cloud Software infringes on a third party’s intellectual property rights, provided that:

If a remedy is not available, Growby may choose to modify the Services or, if necessary, terminate the use of the Services while refunding any prepaid fees for the period after termination.

B. Exceptions

Growby is not liable if the infringement arises due to:

C. Exclusive Remedies

The indemnification provisions outlined herein constitute the sole remedy for any intellectual property claims.

D. Indemnification by Client

The Client agrees to indemnify and hold Growby harmless from any claims arising out of:

E. Indemnification Procedures

The indemnified Party must promptly notify the other of any claim. The indemnifying Party will control the defense, and the indemnified Party may participate at its own expense. Any settlement must include an unconditional release of the indemnified Party.

12. Limitations of Liability

A. Liability Cap

To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, or consequential damages, including loss of profits or revenue. The cumulative liability for all claims will not exceed the total fees paid by the Client in the 12 months preceding the claim.

B. Time Limit on Claims

Any claim or action must be brought within 24 months from the date the cause of action arose, after which any right to bring a claim is waived.

13. General Provisions

A. Relationship of the Parties

The Parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

B. Notices

All notices must be in writing (preferably in English) and may be sent via email or certified mail to the addresses specified in the Order Form. Notice of breaches or indemnification claims must be sent by certified mail or courier.

C. Waiver

No waiver of any right under this agreement is effective unless in writing and signed by the authorized representative of the Party granting the waiver.

D. Force Majeure

Neither Party shall be held liable for delays or failures in performance resulting from events beyond their reasonable control (such as natural disasters, strikes, or governmental actions). However, force majeure does not excuse payment obligations unless the event prevents access to funds.

E. Assignment

Neither Party may assign its rights or obligations under this agreement without the prior written consent of the other Party, except that Growby may assign this agreement in whole as part of a merger or asset sale, provided that the assignee agrees to be bound by these Terms.

F. Governing Law

This agreement is governed by and construed in accordance with the laws of India, with jurisdiction in the appropriate courts of India. Any disputes will be resolved in these courts.

G. Export Compliance

Each Party agrees to comply with all applicable export laws and regulations. The Client shall not use the Services in violation of any such laws, including using the Services in countries subject to embargoes or restrictions.

H. Publicity

Neither Party shall use the other’s trademarks or logos for publicity without prior written consent, except that Growby may list the Client as a recipient of Services on our website and marketing materials.

I. Entire Agreement

This document, along with any appendices, schedules, and Order Forms, represents the entire agreement between the Parties and supersedes all prior discussions, agreements, or understandings. No additional terms shall apply unless agreed in writing by both Parties.

J. Additional Terms

If additional functionalities or services (such as specific compliance or distribution features) are provided, they will be governed by additional terms incorporated by reference into this agreement.

K. Execution in Counterparts

This agreement may be executed in multiple counterparts, each of which will be deemed an original, and together they constitute one binding agreement. Electronic signatures are acceptable and binding.

L. Attorney’s Fees

The prevailing Party in any legal action to enforce this agreement shall be entitled to recover its attorney’s fees and costs from the other Party.

M. Equitable Relief

Either Party may seek equitable relief, including injunctive relief, if a breach of this agreement causes irreparable harm.

N. Cumulative Remedies

All remedies available under this agreement are cumulative and may be exercised simultaneously or independently.

O. Interpretation and Severability

This agreement is to be interpreted in a manner that reflects the mutual intent of the Parties. If any provision is held invalid, the remaining provisions will continue in full force and effect.