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Terms Of Service

Terms Of Service

QILIN LAB – TERMS OF SERVICE

[Last Updated: Jan 25th, 2020]

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE

BEFORE AVAILING OUR SERVICES

 

These Terms of Service describe the Services we will provide to you, how we will work together, and other aspects
of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance,
these Terms of Service form a legally binding agreement between you and QILIN LAB. Our Services are available to
you only upon your acceptance of these Terms of Service.

In case any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY
ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

We periodically update these terms and we will let you know when we do through notification within the QILIN LAB
Application used to access your Subscription Services (if you have one), and by posting a revised copy on our
website. You agree to review these Terms of Service on a regular basis and always remain in compliance.

  1. DEFINITIONS

    1. QILIN LAB“, “we“, “us” or “our
      shall mean:

      1. in case you are a Customer based in India, MarketXpander Services Private Limited, a company
        incorporated under the Companies Act, 1956, with its registered office at No. 33, Sector-6,
        HSR Layout, Bangalore – 560102; or
      2. in case you are a Customer based in any other jurisdiction, QILIN LAB Inc., a United States
        corporation with its registered office at No. 555, US Highway One South, Suite 170, Iselin,
        New Jersey, 08830, United States of America.
    2.  “You“, “your” or “Customer” shall mean an
      individual or legal entity who is signing up for any kind of Services from us, irrespective of the
      nature or duration of the Services, including those availing of Free Services. Customer’s details,
      including name of the contracting entity and the authorized representative, are as provided in the
      accompanying Order Form.
    3. Consulting Services” shall mean the professional services provided by us, which
      may include training services, installation, integration or consulting services. The details of the
      Consulting Services shall be set out in the Order Form signed up from time to time under these Terms
      of Service;
    4. Customer Data” shall mean information pertaining to your clients that you submit
      or collect via the Subscription Services. Additional information that may be collated by us
      and provided for your use will not be included within the scope of Customer Data;
    5. Disclosing Party” shall have meaning set out in Clause 6.1.1;
    6. Effective Date” shall mean the date of your acceptance of these Terms of Service;
    7. Force Majeure” shall mean an act of war, hostility, sabotage, act of God,
      electrical, internet, or telecommunication outage, cyber-attacks, government or regulatory
      restrictions (including the denial or cancellation of any export or other license), or any other
      event outside the reasonable control of the obligated Party;
    8. Free Services” shall mean any products or features, including Subscription
      Services made available by us to you on an unpaid trial or free basis;
    9. QILIN LAB Application”, “Software”, or
      Platform” shall mean the suite of applications available at https://qiilnlab.com/ or any of its sub-domains or
      any other URL/location made available by us;
    10. Order” or “Order Form” shall mean the form submitted by you, with
      your details and the Services opted by you, with relevant Service terms, pricing and payment terms
      being set out accordingly. Separate Order Forms may be submitted for different Subscription Services
      and Order Forms may be updated or modified from time to time with mutual consent;
    11. Party” shall mean either QILIN LAB or Customer and “Parties
      shall mean QILIN LAB and Customer collectively;
    12. Planned Downtime” shall mean the period during which the Services may be shut down
      for planned maintenance of the Platform. To the extent possible and reasonable, such downtime will
      be scheduled during non-business hours for majority of our customers such as weekends and public
      holidays and at least 24 (twenty-four) hours’ prior notice will be provided;
    13. “Privacy Policy” shall mean our privacy policy set out at qilinlab.com/privacy-policy;
    14. “Receiving Party” shall have the meaning set out in Clause 6.1.1;
    15. Service Usage Limitations” shall have the meaning set out at Clause 3.3;
    16. Sensitive Information” shall mean passwords, financial information such as bank
      account or credit card or debit card or other payment instrument details, Social Security numbers,
      passport numbers, driver’s license numbers, Aadhar numbers or similar identifiers, information
      pertaining to racial or ethnic origin, political opinions, religious or philosophical beliefs, or
      trade union membership, physical, physiological or mental health condition or information, medical
      records and history, sexual orientation, genetic data, biometric information, or other employment,
      financial or health information, including any information subject to regulations, laws or industry
      standards designed to protect data privacy and security, such as the Health Insurance Portability
      and Accountability Act and the Payment Card Industry Data Security Standards;
    17. Service Fees” shall mean the amounts you are required to pay for using any of the
      Services;
    18. Services” shall mean any service provided by us to you, including but not limited
      to Subscription Services, Consulting Services and Free Services;
    19. Start Date” shall mean the date of commencement of the Subscription Services;
    20. Subscription Fees” shall mean the fees payable by you for the Subscription
      Services;
    21. Subscription Services” shall mean all of QILIN LAB’s web and mobile based
      marketing and sales applications, tools and platforms that you have subscribed to and are developed,
      operated and maintained by us, accessible via https://qilinlab.com or another designated URL, and any
      ancillary products and services that we provide to you. The details of the Subscription Services
      shall be as set out in the Order Form;
    22. Subscription Term” shall mean the initial term for the subscription to the
      applicable Subscription Services, as specified in the relevant Order Form, and each subsequent
      renewal term (if any). For Free Services, the Subscription Term will be the period during which you
      have an account to access the Free Services;
    23. Terms of Service” shall mean this Terms of Service entered into between QILIN LAB
      and you in respect of the Services, along with any modifications that may be notified from time to
      time; and
    24. Users” mean individual people or accounts that are designated and authorized by
      you to access Subscription Services.
  2. SCOPE OF SERVICES

    1. Subscription Services
      1. During the Subscription Term, we will provide you access to use the Subscription Services in
        accordance with these Terms of Service and the relevant Order Form. You may, at any time,
        subscribe to additional features of the Subscription Services (existing features or new
        features that may be made available by us from time to time) by executing an additional
        Order Form. We may update the Platform from time to time, without adversely affecting the
        Subscription Services. We, however, are under no binding obligation to release new features
        or updates to the Platform. We make no representations as to future features and
        functionalities, irrespective of any public announcements or comments in this regard.
      2. Subscription Services will be made available 24 hours a day, 7 days a week, except for
        Planned Downtime or Force Majeure.
    2. Consulting Services
      1. Consulting Services will be provided by us in accordance with the relevant Order Form.
        Unless otherwise agreed, Consulting Services will be performed remotely and rendered in
        English.
    3. Third Party Service Providers or Third-Party Software
      1. We may use third-party service providers, including application service providers and
        hosting service providers, for rendering any of the Services hereunder without seeking
        further consent from you, but we will continue to be responsible for such Services. We, will
        however, not be responsible for any third-party service providers engaged by you or any
        third-party software that may be procured by you, whether with or without our consent and
        notwithstanding that the same may be integrated with the Services.
  3. USE OF SUBSCRIPTION SERVICES

    1. Grant of Rights
      1. We grant you a non-transferable, non-exclusive, worldwide right to permit Users authorized
        by you to access and use the Services in accordance with these Terms of Service, the
        relevant Order Form and all laws and regulations applicable to you.
    2. Acceptable Use
      1. You will comply with the Acceptable Use Policy. Specifically, you will not:

        1. use or launch any automated system, including, “robots,” “spiders,” or “offline
          readers,” that sends more request messages to our servers in a given period of time
          than a human can reasonably produce in the same period by using a conventional
          browser;
        2. use the Subscription Services in any manner that damages, disables, overburdens, or
          impairs any of our websites or interferes with any other party’s use of the
          Subscription Services;
        3. attempt to gain unauthorized access to the Subscription Services;
        4. make the Services available to anyone other than authorized Users;
        5. sell, resell, rent or lease the Services unless explicitly permitted in the relevant
          Order Form;
        6. use the Services to store or transmit infringing, libelous, or otherwise unlawful or
          tortious material, or to store or transmit material in violation of third-party
          privacy rights;
        7. use the Services to store or transmit malicious code;
        8. access the Subscription Services other than through the interface provided by us;
        9. create derivative works based on the Services or the Software unless we have been
          explicitly authorized by you;
        10. reverse engineer the Services or the Software or access the Services in order to:
          (a) build a competitive product or service, or (b) copy any features, functions or
          graphics of the Services; or
        11. use the Subscription Services for any purpose or in any manner that is unlawful
          under applicable laws or prohibited by under these Terms of Service.
    3. Service Usage Limitations
      1. The use of Services may be limited by criteria specified at www.QILIN LAB.com/pricing and at http://help.QILIN
        LAB.com/access-limits-of-features
        or may be more accurately described in the
        relevant Order Form. Some examples of limitation are: number of unique Users who can access
        the http://help.QILIN LAB.com/access-limits-of-featuresPlatform, number of emails that can
        be sent by you in a month, number of contacts that can be managed, number of days after
        which visit data will be flushed and number of landing pages that can be hosted.
    4. Service Overuse
      1. We reserve the right to monitor and audit your usage of the Services to determine if the use
        is within relevant Service Usage Limitations.  Any overuse of Services, if technically
        permitted, will be brought to your notice and may lead to pro-rata additional billing or
        suspension of the Services, or both.
    5. Intimation of Unauthorized Use
      1. You are responsible to ensure that the Services are used in accordance with these Terms of
        Service and will notify us immediately of any unauthorized use of your account or Users’
        identifications and passwords by sending an email to abuse@qilinlab.com.
  4. FEES AND PAYMENT TERMS

    1. Unless otherwise agreed in the relevant Order Form, you shall pay us the amounts set out below as
      fees for the Services:

      1. Subscription Fees
        1. Towards Subscription Services, you will pay the Subscription Fees set out in the
          relevant Order Form. The Subscription Fees will remain fixed during the Subscription
          Term unless:

          • there is an overuse of the Services, whereby you exceed the maximum
            contacts, email send limit, visits, User or other applicable limits, as set
            out in the relevant Service Usage Limitations;
          • you upgrade products or base packages; or
          • you subscribe to additional or new features or new packages or products,
            including additional contacts.
        2. In case of overuse of Subscription Services, we shall be entitled to charge an
          additional fee for such overuse on a pro-rata basis. You will also be provided an
          option to modify the relevant Order Form and enhance the permitted usage limits
          prospectively.
        3. Additional fees for new features or additional Subscription Services will be charged
          pro-rata for the remainder of the Subscription Term.
        4. Subscription enables you to use the Subscription Services during the Subscription
          Term. In case usage of the Services is below the Service Usage Limitations or in
          case you discontinue use of the Services during the Subscription Term, we are not
          liable to refund any Subscription Fees.
        5. The Subscription Fees will remain unchanged during the Subscription Term of the
          Order Form and be subject to escalation only at the time of each renewal, at the
          rate set out in the relevant Order Form.
      2. Consulting Fees and Expenses
        1. Any fee associated with Consulting Services will be captured in the relevant Order
          Form.
        2. For Consulting Services performed on-site, you will reimburse us for all costs and
          expenses incurred in connection with rendering the Services.
      3. Payment Terms
        1. All Subscription Fees are due and payable in advance throughout the Subscription
          Term, prior to the commencement of the relevant Billing Cycle, as set out in the
          relevant Order Form. All Consulting Fees shall be due and payable prior to the
          commencement of Services pursuant to the relevant Order Form.
        2. In case Services are being procured for only a portion of a month during initiation
          of Services, the Subscription Fees will be charged pro-rata.
        3. All other payment terms shall be as set out in the relevant Order Form.
        4. Service Fees are non-refundable and payment obligations under an Order Form are
          non-cancellable unless expressly set out otherwise in the relevant Order Form.
      4. Payment Information and Authorisations
        1. You will provide accurate credit card, debit card or bank information as may be
          needed to process the payment of the Service Fees. You will also update us about any
          change in the payment information that may impact processing of payment in current
          or subsequent Billing Cycles. We are not responsible for any failures or delays in
          payment processing due to inaccurate information furnished by you.
        2. If you are paying by credit card, you authorize us to:
          1. charge your credit card or bank account for all Service Fees payable during
            the Subscription Term;
          2. auto-charge for renewal of subscription unless you have made an explicit
            request to cancel the subscription at least 15 (fifteen) days prior to the
            renewal date. Any cancellation requests after auto-charge for subscription
            renewal will not lead to a refund; and
          3. use a third party to process payments, and you further consent to the
            disclosure of your payment information to such third party.
      5. Invoicing
        1. We will invoice you prior to the beginning of the initial Subscription Term and
          prior to the delivery of Consulting Services, if any. Thereafter, we will invoice
          you no more than forty-five (45) days before each subsequent Billing Cycle or each
          renewal of the Subscription Term or at such other times when fees are payable. All
          amounts invoiced are due and payable within 15 (fifteen) days from the date of the
          invoice, unless otherwise specified in the relevant Order Form.
        2. In case of delayed payments, we will be entitled to apply interest at (i) 1.5%
          (one-point-fivepercent) per month; or (ii) the maximum permissible under law,
          whichever is higher.
      6. Taxes
        1. All Service Fees are exclusive of applicable taxes, levies, cesses and other charges
          applicable thereon, which shall be borne by you.
        2. You agree to provide us any tax registration numbers held by you that we may require
          for our records.
        3. If you are required to deduct or withhold any tax, you will pay the amount deducted
          or withheld as required by law and pay us an additional amount so that we receive
          payment in full as if there were no deduction or withholding.
  5. OWNERSHIP AND PROPRIETARY RIGHTS

    1. QILIN LAB Rights
      1. We own or have rights to all worldwide intellectual property rights in and to the
        Subscription Services, Consulting Services, QILIN LAB Application/Platform and Software
        (including all derivatives or improvements thereof). All suggestions, enhancement requests,
        feedback, recommendations or other inputs provided by you or any other party relating to the
        Services or Software shall be owned by us, and you hereby do and shall make all assignments
        and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not
        expressly granted herein are reserved by us.
      2. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on
        the Subscription Services or the Consulting Services, in whole or in part, by any means,
        except as expressly authorized in writing by us.
    2. Your Rights
      1. You own any data, information or material originated by you that you submit or compile in
        the course of using the Services. We have no ownership rights in or to Customer Data. You
        shall be solely responsible for the accuracy, quality, integrity, legality, reliability,
        appropriateness and intellectual property ownership or right to collect and use the Customer
        Data. You permit and grant us and our licensors the right to use the Customer Data only as
        necessary to provide the Subscription Services and Consulting Services under these Terms of
        Service.
    3. Using your name and logo
      1. You hereby permit us to use your name, website address and logo in our marketing material
        including website, email campaigns, brochures etc. during and after active engagement.
  6. CONFIDENTIALITY
    1. Confidential Information
      1. As used herein, “Confidential Information” means all confidential information disclosed by a
        Party (“Disclosing Party”) to the other Party (“Receiving
        Party
        ”), whether orally or in writing, that is designated as confidential or
        that reasonably should be understood to be confidential given the nature of the information
        and the circumstances of disclosure. Your Confidential Information shall include Customer
        Data; our Confidential Information shall include the Services; and Confidential Information
        of each Party shall include the terms and conditions of these Terms of Service and all
        Orders Forms as well as business and marketing plans, technology and technical information,
        product plans and designs, and business processes disclosed by such Party. However,
        Confidential Information (other than Customer Data) shall not include any information that
        (i) is or becomes generally known to the public without breach of any obligation owed to the
        Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the
        Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is
        received from a third party without breach of any obligation owed to the Disclosing Party;
        or (iv) was independently developed by the Receiving Party.
    2. Protection of Confidential Information
      1. The Receiving Party shall use the same degree of care to protect Confidential Information
        that it uses to protect the confidentiality of its own confidential information of like kind
        (but in no event less than reasonable care). It shall not use any Confidential Information
        of the Disclosing Party for any purpose outside the scope of these Terms of Service and
        except as otherwise authorized by the Disclosing Party in writing, limit access to
        Confidential Information of the Disclosing Party to those of its and its service providers’
        employees, consultants, contractors and agents who need such access for purposes consistent
        with these Terms of Service and who have signed confidentiality agreements with the
        Receiving Party containing protections no less stringent than those herein.
  7. CUSTOMER DATA PROTECTION
    1. No Sensitive Information
      1. You represent that you shall not use the Subscription Services to collect, manage or process
        Sensitive Information and shall be solely responsible with regard to the nature and extent
        of the information collected from your clients and potential clients.
    2. Application of EU – GDPR
      1. To the extent we process any Customer Data to which the provisions of the European Union’s
        General Data Protection Regulation applies, the terms of the Data Protection
        Addendum will apply. You agree that we may process the Customer Data in any location of
        QILIN LAB, its affiliates, partners and service providers, in accordance with the terms of
        the Data Protection Addendum.
    3. Restricted use of Customer Data
      1. We will not use, or allow anyone else to use, Customer Data to contact any individual or
        company except as directed or otherwise permitted by you. We will use Customer Data only in
        order to provide the Subscription Services and Consulting Services and only as permitted by
        applicable law, these Terms of Service and the Privacy Policy, as set out at qilinlab.com/privacy-policy.
    4. Aggregate and anonymised data
      1. We may monitor use of the Subscription Services by all our customers and use the data
        gathered in an aggregate and anonymous manner. You agree that we may use and publish such
        information, provided that such information does not incorporate any Customer Data and/or
        identify you.
    5. Security Measures
      1. We will adopt and maintain appropriate organizational and technical safeguards for the
        protection of the security, confidentiality and integrity of Customer Data.
  8. TERM, RENEWAL, SUSPENSION AND TERMINATION

    1. These Terms of Service shall be effective from the Effective Date and be binding between you and
      QILIN LAB till the completion of all the obligations undertaken pursuant hereto, unless terminated
      earlier in accordance with the terms hereof.
    2. The Subscription Term shall commence on the Start Date set out in the relevant Order Form and be
      valid for the period specified therein. The Subscription Term will renew automatically for a further
      subscription period or 1 (one) year, whichever is lesser, unless (i) you send a non-renewal notice
      in writing to sales@qilinlab.com at least 15 (fifteen) days prior to the approaching renewal; or
      (ii) an explicit renewal Order Form captures a different Billing Cycle. If you add new products or
      functionalities during the Subscription Term, they will renew along with the Subscription Term,
      unless otherwise indicated in the relevant Order Form.
    3. The term of Consulting Services will be as set out in the relevant Order Form. If you procure
      Consulting Services that recur, they will be considered part of the subscription and will renew
      along with the Subscription Term.
    4. Free Services, if made available, will generally be provided for the agreed trial period or the
      Start Date of the Subscription Services, whichever is earlier. We may, however, suspend or terminate
      the Free Services for any reason at any time without notice.
    5. Accounts pertaining to subscriptions that are not renewed in accordance with these Terms of Service
      shall be deactivated and permanently deleted after a period of 30 (thirty) days from the date due
      for renewal.
    6. No Termination without Cause
      1. Neither Party will terminate these Terms of Service, a Subscription Term or an Order Form
        for Consultancy Services without cause or for convenience prior to the expiry of the
        relevant term. In case you choose to stop using any of the Services before the expiry of the
        relevant term, you may do so, without QILIN LAB being liable to refund any Services Fees
        already paid. Notwithstanding the applicable Billing Cycle, you will be liable to pay all
        Service Fees payable for the remainder of the Subscription Term
    7. Suspension of Services
      1. We may suspend access to your account after giving 15 (fifteen) days’ prior written notice
        to you, in case any amounts remain due and payable upon completion of the payment period set
        out in these Terms of Service or the relevant Order Form.
      2. We may also suspend access to your account with immediate effect if (i) there is
        unauthorized access to your account; (ii) there is a violation of Acceptable Use Policy;
        (iii) your use of the Services is in violation of applicable laws or regulations; or (iv)
        your use of the Services poses a risk to the Platform or other users of the Services.
      3. If the reason for the suspension continues for a period of 15 (fifteen) days, we may proceed
        to terminate these Terms of Service or the relevant Order Form, without prejudice to other
        remedies that may be available under these Terms of Service or applicable laws.
    8. Termination for Cause
      1. Either Party may terminate these Terms of Service or an Order Form for cause: (i) upon 30
        (thirty) days’ prior written notice to the other Party on grounds of a material breach, if
        such breach remains uncured at the expiration of such period; or (ii) immediately, if the
        other party becomes the subject of insolvency, bankruptcy, liquidation or other such
        proceedings and the same are not stayed by a competent court within a period of 6 (six)
        months therefrom.
    9. Consequences of expiry/termination
      1. Upon expiry or termination of any of the Services, all payments that are due and payable
        therefor shall immediately become due and payable, irrespective of the Billing Cycle. We
        shall not be liable to provide any refunds to you, except, where you have terminated on
        grounds of our material breach, we shall refund pro-rata any Subscription Fees for the
        unexpired portion of the Subscription Term.
      2. For a period of 30 (thirty) days following expiry or termination, we will retain the data
        stored by you on the Platform. Within this period, you can request us to keep the account
        active for an additional fee or provide a copy of the contacts stored in your account. Upon
        completion of the afore-mentioned period of 30 (thirty) days, we will permanently delete all
        data in your account, without retaining any copy thereof. You agree that we are not liable
        for any such deletion of data.
      3. In respect of Free Services, we do not undertake to provide any access to or copy of the
        data stored in your account post expiry or termination of the access; all such data will be
        deleted from the Platform.
      4. All terms hereof, which by their nature survive termination (including but not limited to
        terms pertaining to intellectual property rights, data privacy, confidentiality, indemnity
        and dispute resolution) shall survive the expiry or termination of these Terms of Service.
  9. INDEMNITY

    1. We shall defend, indemnify and hold you harmless against any loss, damage or costs (including
      reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made
      or brought against you by a third party alleging that the use of the Services as contemplated
      hereunder infringes the intellectual property rights of such third party; provided that you (i)
      promptly give us written notice of the claim; (ii) give us sole control of the defense and
      settlement of the claim (we shall however not settle any claim unless it unconditionally releases
      you of all liability); and (c) provide us, at our cost, all reasonable assistance.
    2. You shall defend, indemnify and hold us harmless against any loss, damage or costs (including
      reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made
      or brought against us by a third party alleging that Customer Data or your use of the Services
      infringes the privacy rights or intellectual property rights of, or has otherwise harmed, a third
      party or violates any law or regulation; provided, that we (i) promptly give you written notice of
      the claim; (ii) give you sole control of the defense and settlement of the claim (you shall however
      not settle any claim unless it unconditionally releases us  from all liability); and (c)
      provide you, at your cost, all reasonable assistance.
  10. DISCLAIMERS & LIMITATIONS OF LIABILITY

    1. Disclaimer of Warranties
      1. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,
        TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE
        SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING
        INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE
        SUBSCRIPTION SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR
        CONDITION OF ANY KIND AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
        IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES,
        INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    2. Limitation of Liability
      1. IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE
        FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT
        LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF
        SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE  OR ANY THIRD PARTY
        SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF
        SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE,
        TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER
        PARTY’S CUMULATIVE LIABILTY HEREUNDER (OTHER THAN FOR CLAIMS FOR INDEMNITY AND PAYMENT OF
        FEES DUE) EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO QILIN LAB IN THE 6 (SIX) MONTH PERIOD
        IMMEDIATELY PRECEDING ANY SUCH CLAIM OR USD 5000 ( US DOLLARS FIVE THOUSDAND ONLY),
        WHICHEVER IS LESSER.
  11. GENERAL PROVISIONS

    1. FORCE MAJEURE. Neither Party shall be responsible for failure or delay in performance if caused by
      Force Majeure, except in respect of payment obligations hereunder. Each Party will use reasonable
      efforts to mitigate the effect of a Force Majeure event.
    2. COMPELLED DISCLOSURE. We reserve the right at all times to disclose any information, including
      Customer Data and Confidential Information, when compelled to so by any applicable law, regulation,
      legal process or governmental request; however, we shall, if permissible, provide you notice of the
      same.
    3. SEVERABILITY. If any provision of these Terms of Service is held by a court of competent
      jurisdiction to be contrary to law, or for any reason invalid, void or unenforceable, the remainder
      of the provisions shall, to the extent practicable, remain in full force and effect and Parties will
      negotiate in good faith to amend such invalid, void or unenforceable provision to give effect to the
      intended purpose of such provision in accordance with applicable laws.
    4. RELATIONSHIP BETWEEN THE PARTIES. No joint venture, partnership, employment, or agency relationship
      is created between you and QILIN LAB as a result of these Terms of Service or use of the Services.
    5. ASSIGNMENT. You may assign your rights hereunder in the event of a merger or acquisition of all or
      substantially all of your assets; in all other cases, our prior written approval shall be required
      for assignment and the same shall not be unreasonably withheld. We may assign these Terms of Service
      to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our
      assets, change of control or operation of law; in all other cases, your prior written approval shall
      be required for assignment and the same shall not be unreasonably withheld.
    6. NO WAIVER. The failure of either Party to enforce any right or provision in these Terms of Service
      shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such
      Party in writing.
    7. NOTICE. Any notice or other communication required or permitted under these Terms of Service shall
      be given in writing to the other Party at the address set out below via hand delivery or by
      registered post acknowledgment due. Notices shall be effective upon receipt. However, notices
      pertaining to the use of the Services, including overuse and payments, may be sent by email only to
      the address set out below.If to the Customer: Customer Name, Address and Email ID
      as per Order Form If to QILIN LAB:

      For Customers in India / Abroad
      Name: Qilin Software Lab Private
      Limited
      Address: No. #69/3, 4th Floor, Sector 1, HSR Layout, Bangalore – 560102.
      Email:
      legal@qilinlab.com
      Attn: Legal Department – QILIN LAB.
    8. GOVERNING LAW AND DISPUTE RESOLUTION
      1. For Customers in India: These Terms of Service shall be governed by and
        construed in accordance with the laws of India. Parties shall try to resolve any dispute
        arising out of or in relation to these Terms of Service by mutual discussions, failing which
        the same shall be submitted to arbitration under the provisions of the Arbitration and
        Conciliation Act, 1996 and the rules framed by the Arbitration and Conciliation Centre –
        Bengaluru set up by the High Court of Karnataka. The place of arbitration shall be Bangalore
        and the language of arbitration, English. Subject to the foregoing, the courts at Bangalore,
        India shall have exclusive jurisdiction.
      2. For Customers in any jurisdiction other than India: These Terms of Service
        shall be governed by and construed in accordance with the laws of the State of New Jersey,
        United States of America, without reference to its conflict of law principles. The
        provisions of the U.N. Convention on Contracts for the International Sale of Goods and the
        Uniform Computer Information Transactions Act shall not apply to these Terms of Service.
         Parties shall try to resolve any dispute arising out of or in relation to these Terms
        of Service by mutual discussions. Failing settlement, Parties consent to the exclusive
        jurisdiction of the competent state and federal courts at New Jersey, United States of
        America.
    9. ENTIRE AGREEMENT. These Terms of Service, including its Order Forms, the Privacy Policy, the
      Acceptable Use Policy and any additional Order Forms, modifications or addenda that may be agreed to
      from time to time constitutes the entire agreement between the Parties and supersedes all prior and
      contemporaneous agreements, proposals or representations, written or oral, concerning its subject
      matter. Any additional or different terms set out in a purchase order or any future correspondence
      shall not be binding on us. Any modification to these Terms of Service shall be notified to you
      within the QILIN LAB Application used to access your Subscription Services and by posting a revised
      copy on our website. Any modification to an Order Form shall be as mutually agreed to by the
      Parties.
    10. ORDER OF PRECEDENCE. In the event of any conflict between these Terms of Service and the terms of an
      Order Form, the Order Form shall prevail solely with respect to the subject matter thereof.
    11. CONTACT INFORMATION. You can contact us at legal@qilinlab.com.
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