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TERMS OF USE FOR PILOT USE

Welcome to www.uniqreate.com the website of UniQreate Inc (“Website”), a company incorporated under the laws of the state of New York, having its place of business at 353 Lexington Avenue, Suite 1605, New York, NY 10016 (hereinafter referred to as “UQ which expression shall unless otherwise repugnant to the context or meaning thereof deemed to include its successors, administrators and permitted assigns)

UQ has the right to use and license the Software (defined below) and also provides the Services (defined below).

The individual or company that the individual is representing, intending to use or using our Services, whether in individual capacity or representing a registered legal entity, is hereinafter referred to as “Customer”, “User”, “you”, “him/her”, “they”, “2nd Party”.

The user using the Website, the Software (defined below) and the Services (defined below) is subject to these Terms of Use and any other agreement entered into between UQ and the user (together referred to as “Agreement”). These Terms constitute a valid and binding agreement between UQ and you and govern your use of the Software and the provision of the Services.

By visiting, accessing and using the Website, the Software or the Services:

  1. You agree that you have read, understood and agreed to the Agreement and you acknowledge that the Agreement shall apply to you and be binding on you;
  2. You have the mental capacity and are of sane mind to take responsibility for your actions and consequences arising out of such actions involving the use of the Website and the Software; and
  3. You agree that you have understood and are bound by the Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AND THIS AGREEMENT WITNESSETH AS UNDER:

  1. DEFINITIONS AND INTERPRETATION
    1. In this Agreement, unless inconsistent with the context or otherwise specified, the following expressions shall have the following meanings

    "Business Day" shall mean each day from Monday until Friday, except for national bank holidays in India. For the avoidance of doubt, a "Day" means any calendar day.

    "Confidential Information" shall mean any and all tangible expression of information disclosed by UQ to the Customer relating to its intellectual property and business practices, in oral, written, electronic or in pictorial form and shall also include the terms of this Agreement.

    "Effective Date" means the date on which the user first accesses and uses the Website or the Services 

    "Intellectual Property Rights" means all rights in software, inventions, patents, copyrights, design rights, database rights, trademarks and trade names, domain names, service marks, trade secrets, know-how and other intellectual property rights (whether registered or unregistered), anywhere in the world.

    Service(s)” means the Software, and the customization and customer support services provided by UQ which are necessary to the Customer’s utilization of the Software, as detailed in Schedule 1.

    Software” means the UQ branded software provided by UQ to Customer, as described in detail in Schedule 1.

  2. GRANT OF LICENSE
    1. Subject to the terms of this Agreement, UQ grants to Customer a non-exclusive, non-transferable, non-assignable limited license to use the Service for your country’s territory for the Customers’ internal business use during the Term, to evaluate the Software solely to determine its suitability for the Customers’ business requirements. The Software will be stored on the systems of the Customer (or, alternatively, may be hosted remotely on the servers of UQ or its cloud service provider, with the Customer being granted remote access to the Software) during the term of this Agreement. Customer agrees that the Software will only be provided by UQ for the limited purpose of enabling the use of the Services for the Customer and for no other purpose. Customer further agrees that it shall not use the Software or Services for any illegal or fraudulent purposes. Customer shall not share, copy, distribute or replicate the Software in any manner whatsoever.  
    2. The open source components of the Software are licensed to Customer under the terms of the applicable open source license conditions and/or copyright notices that can be found in the open_source_licenses file, the documentation or other materials accompanying the Software. Copyrights to such open source software are held by copyright holders indicated in the copyright notices in the corresponding source files, in licenses file or other materials accompanying the Software.
  3. SERVICES
    1. UQ as and when required by the Customer shall render the Services to the Company. The Services are being provided to the Customer solely for its internal use. The Customer shall not be entitled to use the Services to provide any consulting, support or training services to any third party.
    2. The Customer may engage UQ to render additional services or modify the Services. For this purpose, any additions/modifications to this Agreement shall be in writing.
    3. Cooperation. Customer agrees to provide UQ with such cooperation, materials, information, and access and support, which UQ deems to be reasonably required to allow UQ to successfully provide the Services. Customer understands and agrees that UQ’s obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.
  4. WARRANTIES
    1. The Parties hereby represent to each other that:
      1. they have the authority and are lawfully entitled to enter into this Agreement;
      2. they are not under any disability, restriction or prohibition which shall prevent them from performing or adhering to any of their obligations under this Agreement; and
      3. they shall comply with all applicable laws in the performance of this Agreement.
    2. UQ represents and warrants that the Software does not infringe upon third party Intellectual Property Rights.
    3. UQ PROVIDES THE SERVICE ON AN AS-IS BASIS AND MAKES NO EXPRESS OR IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MERCHANTABILITY) REGARDING THE SERVICE EXCEPT AS PROVIDED HEREUNDER. UQ DOES NOT GUARANTEE THAT THE SERVICE WILL BE PERFORMED ERROR-FREE, VIRUS-FREE OR UNINTERRUPTED, OR THAT UQ WILL CORRECT ALL SERVICE ERRORS (ALTHOUGH UQ SHALL MAKE ITS BEST EFFORTS TO DO SO UPON BEING INFORMED OF ANY SUCH ERRORS BY CUSTOMER). CUSTOMER ACKNOWLEDGES THAT UQ DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
  5. INDEMNITY AND LIMITATION OF LIABILITY
    1. Customer (“Indemnifying Party”) shall defend, hold harmless and fully indemnify UQ (“Indemnified Party”) against any loss, claims, costs, liabilities, damages and expenses suffered or incurred by the Indemnified Party or its directors, officers, employees, licensors and agents arising from any (i) willful default, negligent, wrongful or fraudulent act or omission by Indemnifying Party or (ii) breach of any of the provisions of this Agreement.
    2. Notwithstanding other provisions of this Agreement, each Party shall not be liable to the other for any remote or indirect loss or damage suffered as a result of any breach of this Agreement, and shall in no event be liable to an extent beyond the fees payable under this Agreement. 
  6. TERM AND TERMINATION
    1. This Agreement shall be deemed to have come into force on the Effective Date and shall continue until the Software is delivered to the Customer and for a period of 2 (Two) weeks thereafter (“Term”).  
    2. In the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement by giving thirty (30) days prior, written notice to the breaching Party; provided, however, that this Agreement shall not terminate if the breaching Party has cured the breach before the expiration of such thirty (30) day period.  
    3. This Agreement is terminable immediately without notice by a Party if the other Party: (i) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (ii) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within ninety (90) days of the filing of such proceeding; (iii) makes an assignment for the benefit of creditors; or (iv) undergoes any dissolution or cessation of business. 
    4. Upon expiration of the Term or termination of this Agreement, all Customer accounts on the UQ platform will be disabled and all access to the Software and Service will be barred. UQ shall delete all Customer Confidential Information on request, subject to any further agreement between the Parties. 
    5. Termination will not affect any claim, liability or right of a Party arising prior to termination.
  7. CONFIDENTIALITY
    1. The Customer shall treat as secret and confidential and not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information relating to UQ, its clients and its affiliates’ Confidential Information including without limitation its technology, technical processes, business affairs or finances or any such information relating to a subsidiary, supplier, client where knowledge or details of the information was received during the period of this Agreement or previously.
    2. The Customer undertakes to UQ that:
      1. it shall use such Confidential Information solely for the purposes of providing and availing the Services underthis Agreement;
      2. it shall disclose such Confidential Information only to those of its employees or approved sub-contractors, affiliates, to whom disclosure is necessary for them to perform the its obligation under the Agreement and on a "need to know" basis; and
      3. it shall not disclose such Confidential Information to any third party without the prior written consent of UQ (and only to such third parties on a "need to know" basis), except to:
        1. its auditors and professional advisers; or
        2. any other persons or bodies having a legal right or duty to know the Confidential Information,
    3. The obligations of confidentiality set out in this Clause 7 shall not apply to information which (i) is in the public domain at the time of disclosure or use by the Customer other than by breach of the Customer of its obligations under this Agreement; or (ii) is proved (by documentary evidence) to already be in the possession of the Customer and at its free disposal prior to disclosure to it by UQ; or (iii) has been received by the Customer from a bona fide third party without breach of any obligations by such third party to UQ and with the right to disclose or use the same  (iv) is independently developed by the Customer without breach of this Agreement (v) is required to be disclosed by any applicable law or government authority or by a court of competent jurisdiction. If the Customer becomes legally required to disclose Confidential Information, to the extent possible the Customer will give UQ prompt advance notice of such requirement and a reasonable opportunity to seek a protective order or other appropriate remedy. If UQ is unable to obtain a protective order or other appropriate remedy with respect to such disclosure of Confidential Information, then the Customer will disclose only that portion of the Confidential Information, as necessary to ensure compliance with such legal requirement.
    4. The confidentiality obligations in this Clause 7 (Confidential Information) shall survive in perpetuity.
  8. INTELLECTUAL PROPERTY RIGHTS
    1. Notwithstanding anything contained in this Agreement, all Intellectual Property Rights in the Software, Service and all rights in the documentation related to the Service and the Software shall vest solely with UQ. 
    2. Each Party will retain its right, title and interest in its respective trademarks, service mark and trade names as well as rights in respect of any patent, copyright, trade secret or other intellectual property used during the performance of this Agreement. Parties recognize that they shall have no right, title, interest or claim over the other’s intellectual property.
    3. Nothing contained in this Agreement shall prevent UQ from using for any purpose any know-how or experience including programming tools, skills and techniques gained or arising from the performance of the Services and any documents, information or data shared by the Customer under the Agreement.
  9. GENERAL
    1. Authority: Each Party represents and warrants to the other that it has full power and authority to execute, deliver and perform its obligations under the Agreement.
    2. Use of Software; No Reverse Engineering. Customer acknowledges that the Software contains the valuable proprietary and trade secret information of UQ and other proprietary information of UQ. Accordingly, Customer agrees that it will not, at any time during the term of this Agreement or thereafter, reverse engineer, disassemble, decompile, derive or attempt any of the foregoing in relation to the source code, source code files or structure of all or any portion of the Software or otherwise in any manner whatsoever attempt to discern the proprietary and trade secret information of the Software, nor will Customer permit any third party to do any of the foregoing. 
    3. Non-Solicitation: Customer hereby agrees and undertakes that during the Term, Customer shall not, directly or indirectly, as a partner, consultant, advisor, agent, contractor, trustee, committee member, or shareholder (or in a similar capacity or function), solicit for employment, offer employment to, or endeavor to engage as an independent contractor or agent or in any other capacity regardless of whether such individual applies on his/ her own accord or is approached by the Customer, whatsoever, any person who is or has been an employee or independent contractor of UQ or its group companies, whether part-time or full-time, without the prior written consent of UQ. Customer further agrees that should they be approached by an individual who is or has been an employee and/ or independent contractor whether full-time or part-time of UQ or its group companies during any part of the term of the Agreement and at any time thereafter, they will not offer to nor employ or retain as an independent contractor or agent such applicant, without prior written consent of UQ. It is agreed by and between the Parties that the Service Fee payable under this Agreement shall be sufficient consideration for this Clause.
    4. Amendments: No changes to this Agreements shall be valid unless executed in writing by both the Parties.
    5. Agency/ Partnership: Nothing contained in this Agreement shall be construed or have effect as constituting a partnership or joint venture between Customer and UQ.
    6. Publicity: The Customer agrees and acknowledges that UQ shall be entitled to display or refer to the Customer’s name, logo or its availing of the Services in UQ’s marketing materials or documents.
    7. Entire Agreement: The Agreement, and the documents incorporated herein, supersede all prior understandings and agreements between the parties relating to the subject matter hereof and contains the entire agreement between the Parties with respect to the subject matter hereof.
    8. Assignment: Customer shall not assign this Agreement without prior written consent of UQ.
    9. Governing Law and Dispute Resolution. This Agreement, its interpretation, performance, any breach, dispute or proceeding thereof, will be construed in accordance with, governed by, and all questions with respect thereto will be determined by, the laws of the state of New York, without regard to the principles of conflict of law.  Each Party hereby irrevocably submits to the personal jurisdiction of the state or federal courts located in the state of New York and waives any objection based on forum non conveniens or any other objection to the venue. Each Party waives its right to bring any action or proceeding between the Parties or relating to this Agreement in any jurisdiction other than the state of New York. With respect to this Agreement, the Parties waive personal service of any summons and complaint or other process and papers therein and agree that the service thereof may be made by certified mail, return receipt requested, directed to the Party at the address thereof.
    10. Waiver of Jury Trial. - The Parties hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any counterclaims relating to this Agreement. 
    11. Counterparts: This Agreement is executed in two (2) or more counterparts, each of which will be considered an original. The exchange of a fully executed Agreement (in counterparts or otherwise) by fax shall be sufficient to bind the Parties to the terms and conditions of this Agreement. 

Schedule I

Description of Software

Depending on the customer requirements, UQ will provide to Customer a proof of concept trial environment (subject to limitations) including: 

1. Web Hosted Admin Dashboard with the pre-configured workspace and configuration (subject to limitations)

2. Plugin (User Interface) will be made available with the pre-set user credentials. Users must download the browser plugin (only available for Chrome) on their systems.

3, No of Users – Up to 2 users

4. Period of Trial – up to 2 weeks after Software and Services first made available;

5. Number of Trial Documents allowed – up to 15/day & up to 100 in aggregate for trial period (subject to limitations):

6, UQ will set up/enable the Software/Services to work only with digital Adobe PDF format. Scanned Documents/Images are excluded from this trial

Description of Support Services

UQ may provide (subject to limitations):

1. Offline Product Training

2. E-mail support and explanation for the Services and Software 

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