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Terms of Service

THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN SUBSCRIPTION TO AND USE OF PROPELLOR’S SERVICES. IF YOU REGISTER FOR A FREE TRIAL OF PROPELLOR’S SERVICES, THE APPLICABLE PROVISIONS OF THESE TERMS WILL ALSO GOVERN THAT FREE TRIAL. BY ACCESSING OR USING PROPELLOR’S WEBSITES AND SERVICES, YOU ACCEPT OR AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE PROPELLOR’S SERVICES.

Last Updated at: 27-09-2019

Definitions

  • “Affiliate” means with respect to a party, any entity which (i) is controlled by, (ii) controls, or (iii) is under common control with such party, where the term “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the shares entitled to vote for the election of directors.
  • “User” means an employee, advisor, or agent of You or the Subscribing Organization that has been assigned a unique username-password combination to access and use the Services on Your behalf.
  • “Customer Data” means any data input into, processed by, and/or stored by the Services by or for You or Your Users. Customer Data includes Customer Identification Data as well as Customer Personal Data.
  • “Customer Identification Data” means the Personal Data that is provided by the Customer to Propellor and/or a Propellor Affiliate, as requested by Propellor, at the time of signing up for the Services, whether through the website www.Propellor.ai or through an agreement;
  • “Customer Personal Data” means the Personal Data Processed by Propellor and/ or an Affiliate on behalf of the Customer pursuant to the provision of the Services. Customer Personal Data would not, however, include the Customer Identification Data;
  • “Implementation Services” means any services performed by Propellor to configure and roll out the Services to You, as described in an applicable Service Order.
  • “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
  • “Service Order” means an order for Services mutually agreed between the parties, which incorporates these Terms by reference.
  • “Site” means the Propellor website located at www.Propellor.ai
  • “Services” or “Service” means the online and hosted services, including downloadable software applications APIs, and websites, provided by Propellor through the Site or otherwise.

Eligibility

  • “Affiliate” means with respect to a party, any entity which (i) is controlled by, (ii) controls, or (iii) is under common control with such party, where the term “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the shares entitled to vote for the election of directors.
  • “User” means an employee, advisor, or agent of You or the Subscribing Organization that has been assigned a unique username-password combination to access and use the Services on Your behalf.
  • “Customer Data” means any data input into, processed by, and/or stored by the Services by or for You or Your Users. Customer Data includes Customer Identification Data as well as Customer Personal Data.
  • “Customer Identification Data” means the Personal Data that is provided by the Customer to Propellor and/or a Propellor Affiliate, as requested by Propellor, at the time of signing up for the Services, whether through the website www.Propellor.ai or through an agreement;
  • “Customer Personal Data” means the Personal Data Processed by Propellor and/ or an Affiliate on behalf of the Customer pursuant to the provision of the Services. Customer Personal Data would not, however, include the Customer Identification Data;
  • “Implementation Services” means any services performed by Propellor to configure and roll out the Services to You, as described in an applicable Service Order.
  • “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
  • “Service Order” means an order for Services mutually agreed between the parties, which incorporates these Terms by reference.
  • “Site” means the Propellor website located at www.Propellor.ai
  • “Services” or “Service” means the online and hosted services, including downloadable software applications APIs, and websites, provided by Propellor through the Site or otherwise.

Accounts and Registration

To access most features of the Service, You must register for aPropellor account (“Account“). When You register for an Account, You may berequired to provide us with some information about Yourself, such as Youre-mail address or other contact information. You agree that the information Youprovide to us is and will be accurate and up-to-date at all times. Except for abreach of our obligations hereunder or acts by Propellor, You are solelyresponsible for maintaining the confidentiality of Your Account and passwordand You agree to accept responsibility for all activities that occur under YourAccount. If You have reason to believe that Your Account is no longer secure,then You agree to notify us as soon as possible at support@Propellor.ai.

Payment.

1.    Invoicing and Payment.Access to the Service or to certain features of the Service may now or in thefuture require the payment of fees such as subscription fees (“Fees”). Fees maybe set forth on our pricing page available at https://www.propellor.ai/pricing-planor on a physical, electronic, or online Service Order, as applicable, whichdescribes such Fees. Propellor will charge Fees in INR or USD or such othermethods specified in the Service Order. Except as otherwise provided herein,all Fees are non-refundable. Propellor may add features to the Serviceon a going-forward basis at any time and may charge additional Fees separatelyfor such additional features if You elect to use such features. Propellorreserves the right to change the Fees charged for any subscription upon therenewal of such subscription and in any event not by more than the Retail PriceIndex from year to year. The Initial Term and any Renewal Term of suchsubscription shall be as set forth in the applicable Service Order. Unless a differentpayment method is specified otherwise in the applicable Service Order,Propellor will invoice You in accordance with the relevant Service Order.Unless otherwise stated in the Service Order, invoiced charges are due thirty(30) days from the invoice date. If the applicable Service Order states thatpayment will be by credit card, You will provide Propellor with valid andupdated credit card information and You hereby authorize Propellor to chargesuch credit card for all Fees due under the Service Order in accordance withthe billing frequency stated on such Service Order. You are responsible formaintaining complete and accurate billing and contact information and notifyingPropellor of any changes to such information. If Your payment method fails orYour accounts are past due, (a) You agree to pay all amounts due upon demand byPropellor, (b) Propellor may collect fees owed using other collectionmechanisms (including charging other payment methods You may have on file withPropellor), (c) Propellor reserves the right to either suspend or terminateYour Account or access to the Service, and/or (d) You agree to pay a late feeof 1.5% per month, or the maximum charge permitted by law, whichever is less.

2.    Collection Fee. Inthe event You fail to pay overdue charges, Propellor may refer Your account(s)to a third party for collection. You agree that if it becomes necessary forPropellor to refer Your invoices to a third party for collection, Propellorwill charge a collection fee at the maximum percentage permitted by applicablelaw, but not to exceed 18%, to cover the internal collection-related costsPropellor has incurred on such invoices through and including the date on whichPropellor refers the invoices to such third party. To the extent permitted bylaw, You agree to pay Propellor any additional costs and fees Propellorreasonably incurs to collect amounts outstanding on Your invoices. Youexpressly authorize, and specifically consent to allow, Propellor and/or itsoutside collection agencies, outside counsel, or other agents to contact You inconnection with any and all matters relating to unpaid past due charges billedby Propellor to You. You agree that, for attempts to collect unpaid past duecharges, such contact may be made to any mailing address, telephone number,cellular phone number, e-mail address, or any other electronic address that Youhave provided, or may in the future provide, to Propellor. You agree andacknowledge that any e-mail address or any other electronic address that Youprovide to Propellor is Your private address and is not accessible tounauthorized third parties. For attempts to collect unpaid charges, You agreethat in addition to individual persons attempting to communicate directly withYou, any type of contact described above may be made using, among othermethods, pre-recorded or artificial voice messages delivered by an automatictelephone dialing system, pre-set e-mail messages delivered by an automatice-mailing system, or any other
pre-set electronic messages delivered by anyother automatic electronic messaging system.

3.. Payment Disputes. Propellor shall not exercise its rights underSection 3.1 (Invoicing and Payment) or 3.2 (Collection Fee) with respect tothose charges that are under reasonable and good faith dispute and for whichYou are cooperating diligently to resolve the dispute.

Licenses.

1.    License from Propellor to You. Subject to the Terms, Propellor grants to You a worldwide, non-exclusive, non-transferable, terminable license to use the Service2.    Customer Personal Data. To the extent applicable, if You input any Customer Personal Data for processing through the Services or host any application (“Customer Application”) within the Services, then You grant to Propellor a worldwide, non-exclusive,royalty-free license, for the duration of this Agreement, to such Customer Personal Data and Customer Applications for the sole purpose of providing theService to You in accordance with this Agreement and Propellor’s Privacy Policy. Propellor shall not, now or in the future, sell any Customer Personal Data to any third party. You are solely responsible for storing and maintaining backups and copies of all Customer Personal Data and Customer Applications, each of which are stored within Your applicable third-party hosting service provider (such as Amazon Web Services, Google Cloud Platform, Microsoft Azure, or such other pre-approved platform, as applicable) (the “Cloud Provider”).Propellor is not responsible for storing any Customer Personal Data or Customer Applications and disclaims all liability in connection with any claims that the Customer Personal Data or Customer applications have been lost, deleted, corrupted, or otherwise rendered unusable. Propellor reserves the right to immediately suspend Your use of the Services or, at any time, to remove any Customer Personal Data or Customer Applications, with concurrent notice (and provided that Propellor shall endeavor to provide prior notice when possible or permitted), in instances where failure to immediately suspend such access or remove such Customer Personal Data or Customer Applications would violate applicable law, or cause a material and incurable harm to the rights of a third party or Propellor.
No Sensitive Use. Youacknowledge that the Services are not designed, intended, or authorized toprocess sensitive information or data, including, but not limited to, protectedhealth information as defined under the Health Insurance Portability andAccountability Act of 1996 (“HIPAA”), or other sensitive data of You, a User,or a third party (collectively “Sensitive Information”). You shall not use theServices for such purposes or under such circumstances or to process or storeSensitive Information. Propellor is not aware of, and has no method ofdetecting whether or not any Customer Personal Data constitutes SensitiveInformation. Propellor EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH ITSACCESS TO, STORAGE OF, OR PROCESSING OF ANY SENSITIVE INFORMATION. You shallindemnify Propellor for any claims arising from Your breach of this Section15.6.7. NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF CERTAIN WARRANTIESIN CERTAIN CIRCUMSTANCES. THEREFORE SOME OF THE LIMITATIONS SET FORTH ABOVE MAYNOT APPLY.
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Limitation of Liability 1. IN NO EVENT WILL PROPELLOR ENTITIES BE LIABLE TO YOU FOR ANYINCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ONWARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGALTHEORY, WHETHER OR NOT THE Propellor ENTITIES HAVE BEEN INFORMED OF THEPOSSIBILITY OF SUCH DAMAGE.2.       YOU AGREE THAT THE AGGREGATE LIABILITY OF THE PROPELLOR ENTITIESTO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICEIS LIMITED  TO THE AMOUNTS YOU HAVE PAID TO Propellor FOR ACCESS TO ANDUSE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.3.       SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES ORLIMITATION OF LIABILITY SET FORTH IN THESE TERMS IN CERTAIN CIRCUMSTANCES.ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. 

Assignment.Neither party may assign any of its rights or obligations hereunder, whether byoperation of law or otherwise, without the prior written consent of the otherparty (not to be unreasonably withheld). Notwithstanding the foregoing, eitherparty may assign these Terms in their entirety (including all Service Orders),without consent of the other party, to its Affiliate or in connection with amerger, acquisition, corporate reorganization, or sale of all or substantiallyall of its assets. 

Metadata.Propellor may collect aggregate data about Your use of the Services that isnon-personally identifiable with respect to You or any User or individual(“Aggregated Anonymous Data”), and may use and disclose the AggregatedAnonymous Data for the purpose of enhancing the Services and otherwise for anyinternal business purpose. 

No Waiver. Thefailure to require performance of any provision shall not affect our right torequire performance at any time thereafter, nor shall a waiver of any breach ordefault of the Terms constitute a waiver of any subsequent breach or default ora waiver of the provision itself. 

Headings. Useof paragraph headers in the Terms is for convenience only and shall not haveany impact on the interpretation of particular provisions.

Severability. Inthe event that any part of the Terms is held to be invalid or unenforceable,the unenforceable part shall be given effect to the greatest extent possibleand the remaining parts will remain in full force and effect. 

Survival. Upontermination of the Terms, any provision which, by its nature or express termsshould survive, will survive such termination or expiration, including, but notlimited to Sections 1, 3, and 5 through 17. 

Notices. Anynotices provided by Propellor under these Terms, including those regardingmodifications to these Terms, will be given: (i) via email; or (ii) by postingto the Services. For notices by e-mail, the date of receipt will be the date onwhich such notice is transmitted. 

Force Majeure.Neither party shall be liable hereunder by reason of any failure or delay inthe performance of its obligations hereunder (except for the payment of money)on account of events beyond the reasonable control of such party, which mayinclude without limitation denial-of-service attacks, strikes (except by itsown employees), shortages, riots,  insurrection, fires, flood, storm,explosions, acts of God, war, terrorism, governmental action, labor conditions,earthquakes and material shortages (each a “Force Majeure Event”). Upon theoccurrence of a Force Majeure Event, the non-performing party will be excusedfrom any further performance of its obligations affected by the Force MajeureEvent for so long as the event continues and such party continues to usecommercially reasonable efforts to resume performance. 

Compliance with Laws. Eachparty agrees to comply with all applicable laws, including U.S. export laws,and regulations with respect to its activities hereunder. 

Relationship Between the Parties.Nothing in these Terms shall be construed to create a partnership, jointventure or agency relationship between the parties. Neither party will have thepower to bind the other or to incur obligations on the other’s behalf withoutsuch other party’s prior written consent.

Feedback. IfYou or Your Users submit suggestions, ideas, comments, questions, or post anyinformation through the Services (“Feedback”), You grant Propellor and itsAffiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocableright to use (and full right to sublicense), reproduce, modify, adapt, publish,translate, create derivative works from, distribute, transmit, and display suchFeedback in any form. 

Changes. Propellorreserves the right to, without materially affecting the functionality of theServices: (1) discontinue, impose limits on, or restrict access to any aspectof the Services at any time, with or without cause or notice, including theavailability of any features, delivery services, databases, or content, or (2)edit or delete any Materials. 

Updates to Service.Propellor may develop and provide updates, upgrades, enhancements, bug fixes,and workarounds for the Service on a regular basis (“Updates”). Updates aredeemed to be a part of the Service and are included at no additional charge. 

Equitable Relief. Eachparty acknowledges that a breach by the other party of any confidentiality orproprietary rights provision of these Terms may cause the non-breaching partyirreparable damage, for which the award of damages would not be adequatecompensation. Consequently, the non-breaching party may institute an action toenjoin the breaching party from any and all acts in violation of thoseprovisions, which remedy shall be cumulative and not exclusive, and a party mayseek the entry of an injunction enjoining any breach or threatened breach ofthose provisions, in addition to any other relief to which the non-breachingparty may be entitled at law or in equity. 28.         

No Third-Party Beneficiaries. TheseTerms are for the sole benefit of the signatories and are not intended tobenefit any third party.