Terms of Services
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND AARYAN APPS INC (hereinafter “Aaryan Apps”) GOVERNING YOUR USE OF “MANAGE DIAMONDS” SOFTWARE OF AARYAN APPS.
1. TERM OF AGREEMENT AND RENEWAL.
- The capitalized word “Term” means the said Initial and any Renewal Term/s.
- Initial Term. At the conclusion of the Initial Term, if You choose not to use Software and renew Initial Term, You will immediately cease all use of the Software, including any related services and Software related documentation.
2. CONDITIONS OF THIS AGREEMENT.
- This Agreement consists of the conditions herein stated, hereinafter collectively referred to as the “Conditions”.
- Acceptance of the Conditions. You must be of legal age and/or have legal competency to enter into a binding agreement in order to accept the Conditions. If you do not agree to the Conditions, do not use our Software.
- Your election to use the Software indicates your acceptance of the Term and Conditions of the Aaryan Apps. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your use of Software and you agree to inform us immediately of any unauthorized use of your use by email to support@managediamonds.com We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your use of Software, or otherwise.
- Modification of Conditions. We may modify the Conditions upon notice to you at any time. You will be provided notice of any such modification by electronic mail or publishing the changes to http://www.managediamonds.com. You may terminate your use of the Software if the Conditions are modified in a manner that substantially affects your rights in connection with use of the Software. Your continued use of the Software after notice of any change to the Conditions will be deemed to be your agreement to the amended Conditions.
3. SOFTWARE USAGE RIGHTS.
- For the Term of the Agreement and on Conditions herein, Aaryan Apps grants to You a limited, non-transferable, non-exclusive right to access and use its proprietary, Aaryan Apps commercially available, Manage Diamonds Software products and related documentation (“Software”) via a web browser for Your internal business use. The Software is made available to You as a hosted service. Aaryan Apps hosts and retains physical control over the Software and only makes it available for access, and use by You over the Internet through a Web-browser (e.g., Internet Explorer). Nothing in this Agreement obligates Aaryan Apps to deliver or make available any copies of computer programs or code from the Software to You, whether in object code or source code form. You shall not rent, lease, distribute, or resell the Software, or use the Software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software.
- Ethical Hacks and Robots. Unauthorized use of a Robot with the Software for any purpose is a material breach of this Agreement. You may not (without Aaryan Apps’s prior written consent), and may not allow any employee or consultant working on Your behalf to:
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- Perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan (“Ethical Hack”),
- Attempt to access the data of another Aaryan Apps customer, or
- use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as “Robots”) in conjunction with the Aaryan Apps Software (whether a production or non-production instance of the Software).
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4. FEES AND PAYMENTS.
- Software is available on yearly subscription plans or other agreed specific plans. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription, and the subscription fee will be charged. If you do not wish to renew the subscription, you agree to inform us at least seven days prior to the renewal date by sending email at support@managediamonds.com. Aaryan Apps reserves the right to change the subscription fee and to charge for use of Software that are currently available.
- Cancellation can be requested by sending email to support email address (support@managediamonds.com). Any complimentary setup cost and any complimentary service (eg. data import, custom template, etc) provided will be deducted before issuing refund. $85 for each hour of tutorial is deducted from refund amount, if any. Subscription fees for all new accounts for the first year are non-refundable.
5. RESTRICTIONS ON USE.
- In addition to all other Conditions of this Agreement, you shall not:
- Transfer or otherwise make available to any third party the Software;
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- Provide any service based on the Software without prior written permission;
- use the third party links to sites without agreeing to their website conditions;
- Post links to third party sites or use their logo, company name, etc. without their prior written permission; or
- use the Software for spamming and other illegal purposes.
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- Spamming and Illegal Activities. You agree to be solely responsible for the contents of your transmissions through the Software. You agree not to use the Software for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Software for the transmission of “junk mail”, “spam”, “chain letters”, phishing or unsolicited mass distribution of email. We reserve the right to terminate your access to the Software if there are reasonable grounds to believe that you have used the Software for any illegal or unauthorized activity.
6. TERMINATION AND EXPIRATION.
- Material Breach. Either party may terminate this Agreement upon 30 days prior written notice in the event of a material breach that is not cured (or, discontinued with appropriate changes made to ensure that it is not repeated) within thirty (30) days after notice. Upon the expiration or termination of the Agreement:
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- You may retrieve a copy of Your data hosted by Aaryan Apps in the format provided,
- You must cease use of the Software with the exception of data retrieval as described above, and
- Aaryan Apps may disable all other portions of the Software for which Your usage rights have been terminated or which have expired.
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- Aaryan Apps may delete any of Your data in Aaryan Apps’s possession (including data created or generated by use of Software) that is not retrieved by You within seven (7) days of expiration or termination of this Agreement.
7. INACTIVE USER.
- We reserve the right to terminate Software, including that are inactive for long period. In the event of such termination, all data associated with such Software will be deleted. We will provide you prior notice of such termination and to give opportunity to take backup of your data by email.
8. DATA OWNERSHIP
- We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Software does not grant Aaryan Apps the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored by use of Software for Aaryan Apps’s commercial, marketing or any similar purpose. But you grant Aaryan Apps permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the services to you.
9. YOUR GENERATED CONTENT.
- You may transmit or publish content created by you using Software. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Software, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using Software, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on Software you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Aaryan Apps will have the right to block access to or remove such content made available by you, if Aaryan Apps receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Software and transmitting or publishing any content using such Software, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Aaryan Apps for this purpose.
- For procedure relating to complaints of illegality or infringement of third party rights in content transmitted or published using the Software, Aaryan Apps Policy will apply.
- If you wish to protest any blocking or removal of content by Aaryan Apps, you may do so by termination of Agreement.
10. DESCRIPTION OF SERVICE.
- You may take access to the Software using any Internet browser supported by the Software. You are responsible for obtaining access to the Internet and the equipment necessary to use the Software.
11.SUPPORT POLICIES.
- Aaryan Apps will provide support in accordance with Aaryan Apps’s then current support policy, which may be acquired from Your Aaryan Apps contact. Aaryan Apps hosts and maintains the Software and all Your data uploaded to or entered into the Software in accordance with these policies and reserves the right to make changes to them and its hosting and technical infrastructure, provided such changes do not materially degrade the overall level of service provided to Aaryan Apps customers.
12. UPDATES AND UPGRADES.
- Aaryan Apps will, make updates and upgrades to the Software available to You as such updates and upgrades are released. Updates and upgrades in software versions are made available free of charge.
- New Products. New or different or materially upgraded products will not be provided to You as part of maintenance and support or otherwise. Aaryan Apps may charge additional fees for new or different or materially upgraded products and You may choose whether or not to purchase such products at Your sole discretion. If Aaryan Apps removes any features or functionality from the Software and subsequently offers those features or functionality in a new or different or upgraded product (whether directly or indirectly or through a third party), then the Software provided pursuant to this Agreement will be deemed to include: (i) the portion of those new or different or upgraded products that contain the original features or functionality, if those features and functionality can be separated out from the new or different or upgraded product.
13. CONFIDENTIAL INFORMATION.
- Definition. This Agreement may provide for either party to access information and materials concerning the other party’s technology business, plans, and customers that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”).
- Aaryan Apps Confidential Information. Confidential Information of Aaryan Apps includes, without limitation, information
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- specifically designated as confidential,
- the features and functions of the Software that are not available to the general public via the public internet (including screen shots of the same),
- future product plans, any documentation or specifications provided to Customer,
- the commercial terms (including pricing) of this Agreement but not the mere existence of this Agreement, any Order Forms,
- SOWs, performance and (vi) security test results (whether conducted by Aaryan Apps or Customer), and any other proprietary, financial or business information supplied to Customer by Aaryan Apps.
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- Your Confidential Information. Your Confidential Information includes, without limitation, information: (i) specifically designated as confidential, (ii) uploaded to the Software by a candidate, or Your employee, and (iii) Your business information uploaded to the Software.
- Use. Each party will not and will ensure that its employees, agents and contractors will not make use of (except in furtherance of the Agreement), disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except for any purpose the disclosing party may hereafter be authorized in writing. Each party will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and represents that it exercises reasonable care to protect its own Confidential Information. Upon either Your or Aaryan Apps’ request, the other party must advise whether or not it considers any particular information or materials to be confidential.
- Exclusions. Notwithstanding the foregoing, “Confidential Information” does not include information:
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- Previously known to the receiving party without reference to Confidential Information,
- which is or becomes publicly known through no act or omission of the receiving party,
- which has been independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
- Received from a third party under no confidentiality obligation with respect to the Confidential Information, or
- which is required to be disclosed pursuant to administrative or court order, government or regulatory requirement or arbitration or litigation arising out of this Agreement.
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14. INTELLECTUAL PROPERTY.
- Customer Ownership. You retain all right, title and interest to all data uploaded to the Software by Your employees or Your job candidates.
- Aaryan Apps Ownership. Aaryan Apps retains all right, title and interest in and to:
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- The Software, the documentation for the Software, and all modifications and/or enhancements and/or up-gradations to its Software, new or different or materially upgraded products, regardless of the source of inspiration for any such enhancement or modification and regardless of whether You have provided input regarding such modifications and/or enhancements.
- Transactional and performance data related to use of the Software which Aaryan Apps may collect and use for its business purposes provided that such use does not reveal Your identity or any personally identifiable candidate information that belongs to You.
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- Deliverables. With respect to custom developed documents, designs, computer programs, computer documentation and other tangible materials authored or prepared by Aaryan Apps for You (“Deliverables”) as required by an SOW or otherwise, You have a non-exclusive, nontransferable, internal use, object code license to use such Deliverables for Your internal business purposes during the Term. The Software, proprietary training content and any Aaryan Apps services purchased is not considered Deliverables (as that term is used in this Section) and Aaryan Apps retains all right, title and interest in and to these items. This Section does not obligate Aaryan Apps to license, transfer or provide to Customer any third party product or service required to operate or take advantage of any Deliverable.
15. TAXES.
- General. All payments, fees and other charges payable by You to Aaryan Apps under this Agreement are exclusive of all federal, state, local and foreign taxes, levies and assessments. You are responsible for the payment of all such taxes, levies and assessments imposed on You or Aaryan Apps arising out of or relating to this Agreement, excluding any tax based on Aaryan Apps’s net income.
- Foreign Consulting Services. For customer’s purchasing Consulting Services to be performed outside the United States, if You are required by any applicable law to deduct or withhold amounts otherwise payable to Aaryan Apps hereunder, You will:
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- Pay under intimation to Aaryan Apps with details thereof the required amount to the relevant governmental authority, and
- Pay to Aaryan Apps, in addition to the payment to which Aaryan Apps is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Aaryan Apps free and clear of all taxes equals the full amount Aaryan Apps would have received had no such deduction or withholding been required.
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- Tax Exempt. If You are tax-exempt, You will either provide Aaryan Apps with its tax exemption certificate or relevant legal authority establishing its tax exempt status.
16. LATE PAYMENT.
- Aaryan Apps may suspend Your access to the Software and Hosting Services in the event any amounts due hereunder are not paid within thirty (30) days of notice that payment is past due until payment is made.
17. AARYAN APPS WARRANTIES.
- Aaryan Apps represents, warrants, and covenants as follows:
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- Aaryan Apps possesses all rights necessary to grant to You the rights set forth in this Agreement;
- Aaryan Apps incorporates commercially reasonable measures to screen for time-bombs, viruses, technically limiting devices, and/or technically limiting code (software enabling Aaryan Apps’s remote access for purposes of conducting support services will not be considered disruptive code for purposes of this section);
- The Software will perform substantially in accordance with the user manuals and/or technical requirements documents that are generally provided by Aaryan Apps in connection with the Software (“Documentation”); and
- Consulting Services will be performed in a professional, workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
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DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. AARYAN APPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AARYAN APPS MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SOFTWARE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SOFTWARE OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM AARYAN APPS, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE CONDITIONS.
LIMITATION OF LIABILITY.
YOU AGREE THAT AARYAN APPS SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AARYAN APPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH AARYAN APPS RELATED TO THE SOFTWARE SHALL BE TERMINATION OF SUCH SOFTWARE. IN NO EVENT SHALL AARYAN APPS’S ENTIRE LIABILITY TO YOU IN RESPECT OF SOFTWARE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
18. INFRINGEMENT INDEMNITY.
- Aaryan Apps Obligations. Aaryan Apps will, at your expense, defend or at its option, settle any claim brought against You that the Software or any Deliverable infringes. You shall give prompt written notice to Aaryan Apps of any claim that you may receive of infringement of any copyright, patent, trade secret, or any other proprietary right of any third party and gives Aaryan Apps the authority to proceed as contemplated herein.
- Exclusive Right to Defend. Aaryan Apps has the exclusive right to defend any infringement claim and make settlements thereof at its own discretion, and You may not settle or compromise such claim except with prior written consent of Aaryan Apps. You must give such assistance and information as Aaryan Apps reasonably requires.
- Infringement Remedies. In the event any infringement claim, action or allegation is brought or threatened, Aaryan Apps may, at its sole option and expense:
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- Procure for You the right to continue use of the Software or infringing part thereof; or
- Modify, amend, or replace the Software or infringing part thereof, with other software having reasonably comparable capabilities; or, if neither of the foregoing is commercially practicable, or
- Terminate this Agreement and refund to You the prorated amount of the fees prepaid by You that were to apply to the remainder of the unexpired Term, as calculated from the termination date through the remainder of the unexpired Term.
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- Exclusions. The foregoing obligations will not apply to the extent the infringement arises as a result of:
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- Any use of the Software in a manner other than as specified in this Agreement;
- Any use of the Software in combination with other products, equipment, devices, software, systems or data not supplied by Aaryan Apps; or
- Any alteration, modification or customization of the Software made by any party other than Aaryan Apps or Aaryan Apps’s authorized representative if such infringement would not have occurred without such modification or combination.
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- Entire Liability. Section 17 states the entire liability of Aaryan Apps with respect to infringement of any patent, copyright, trade secret or other intellectual property right.
19. INDEMNIFICATION.
- You agree to indemnify and hold harmless Aaryan Apps, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Software in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms and Conditions, or any other claim related to your use of the Software.
20. COMPLIANCE WITH LAWS AND CONTROL DISCLAIMER.
- Compliance with Laws. Each party must comply with all laws, rule or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the United States which are applicable to the Software.
- Legal Advice. Aaryan Apps will not provide You with any legal advice regarding compliance with employment, data privacy or other relevant laws, rules or regulations in the jurisdictions in which You use the Software (“Laws”).
- Software Configuration. You understand that the Software can be configured and used in ways that do and do not comply with Laws and it is Your sole responsibility to monitor its compliance and Your employee’s compliance with all relevant Laws.
- Control Disclaimer. You acknowledge that Aaryan Apps exercises no control over Your specific staffing practices implemented using the Software or Your decisions as to employment, promotion, advancement, termination, notification, or compensation of any job candidate or Authorized User (“Staffing Decisions”). Aaryan Apps hereby disclaims all liability and damage arising from Staffing Decisions and from harmful data or code uploaded to the Software by You, Your employees or contractors or job candidates.
21. EXCEPTIONS FOR PUBLIC SECTOR ENTITIES.
- Definition. Public Sector Entity means any government entity or other government organization created by legislation to perform a public purpose as described in the relevant enabling legislation or the articles of association/objectives of that organization.
- Fiscal Funding. If You are subject to annual or biannual fiscal funding, You will work with Aaryan Apps to align Your subscription term to Your budget and funding cycle. You will not contract with Aaryan Apps for periods which are unfunded.
- Termination for Lack of Funding. If you are a Public Sector Entity, You may terminate this Agreement if You have failed to obtain funding for a subscription period or have had funding revoked, in which case You will pay Aaryan Apps for all Software rendered, including payment of subscription fees to access the Aaryan Apps solution on prorated basis.
- Public Records Requests. You may disclose information pursuant to a public records request under applicable law. Unless prohibited by law, if the information requested is Aaryan Apps Confidential Information, You shall notify Aaryan Apps of the public records request and give Aaryan Apps a reasonable opportunity to establish that the Aaryan Apps Confidential Information is exempt from disclosure under one or more exemptions under state law. If the information requested is not Aaryan Apps’s Confidential Information, but Your information stored within the Aaryan Apps Software, You may utilize the Aaryan Apps Software to retrieve and disclose such information but may not give the requestor direct access to the Aaryan Apps Software.
- Prompt Payment Act. If You are classified as a Public sector entity, any late payments are subject to interest under Your state’s prompt payment act, if any, or statutory interest on delinquent judgments if there is no prompt payment act providing interest for late payments. Interest will be calculated on the outstanding balances.
- Governing Law. The parties agree that the Aaryan Apps software are rendered in the state of California. In no events may this agreement be governed by the United Nation Convention on contracts for the International sale of goods.
22. COMMUNICATIONS FROM AARYAN APPS
- You may receive certain communications from Aaryan Apps, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
23. TRADEMARK.
- Aaryan Apps, Aaryan Apps logo, the names of individual Services and their logos are trademarks of AARYAN APPS INC. You agree not to display or use, in any manner, the Aaryan Apps trademarks, without Aaryan Apps’s prior permission.
24. SUSPENSION AND TERMINATION
- We may suspend your user account or temporarily disable access to whole or part of Software in the event of any suspected illegal activity, extended periods of unpaid amount or requests by law enforcement or other government agencies. We will also terminate your use of Software on your request. In addition, we reserve the right to terminate your use of Software and deny the Software upon reasonable belief that you have violated the Terms and Conditions. Termination of use will include denial of access to Software, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account.
25. GENERAL
- Independent Contractors. Aaryan Apps is an independent contractor. Aaryan Apps’s employees are not entitled to any employment rights or benefits from You.
- Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will not be construed to be a waiver of such provisions, or in any way affect the right of either party to enforce such provision thereafter.
- Merger and Amendments. This Agreement may include any schedules and exhibits attached hereto, and any executed Order Forms between You and Aaryan Apps. Such documents encompass the entire agreement between You and Aaryan Apps with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument.
- Severability. If any provision, or portion thereof, of this Agreement is or becomes invalid under any applicable statute or rule of law, it is to be deemed stricken and the rest of the Agreement remains in full force and effect.
- Assignment. You may not transfer or assign this Agreement without Aaryan Apps’s prior written consent, including by operation of law or through merger or acquisition.
- Survival. The provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement, including, without limitation, Sections 13 (“Confidential Information”), 17 (“Disclaimer of Warranty”) and (“Limitation of Liability”), will survive.