Terms of Service
1. License Grant and Right of Use
1.1. License Grant
Subject to all the limitations and restrictions contained herein, OpExWorks Solutions Pvt. Ltd. (Hereinafter known as the “Service Provider”), grants Customer a free subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and use its products in the form of software modules and RIYO app, as hosted by the Service Provider. For clarity, “Software Module” means Service Provider’s proprietary software that is specifically licensed to Customer pursuant to the customer’s requirement.
Customer will have a limited right and license to Use the Application solely for its internal business purposes. Unless otherwise expressly permitted in writing by the service provider, Customer shall not permit any of its subsidiaries, affiliated companies, or third parties to access the Software.
1.3. Authorized Users
Unless otherwise specifically permitted by the Service Provider in writing, “Authorized Users” will only consist of employees of Customer.
2. Service Level Agreement (SLA)
2.1. Per Module Restrictions
Following are the restrictions imposed on the use of each software module.
2.1.1. Concern Management Module
a) Total number of Parts which can be tracked using Concern Management Module – 5
b) Total number of Quality Issues/ Concerns which can be raised – 20
c) Total number of Kaizen which can be entered – 10
d) Total number of CAPA which can be entered – 10
e) Total number of POKAYOKE which can be entered – 5
2.2.2. Gauge Calibration Module
a) Total number of Gauges which can be tracked – 10
b) Total number of Calibrations which can be entered – 20
c) Total number of Maintenance records which can be entered - 20
2.2.3. Production Module
a) Total number of Products which can be tracked – 5
2.2.4. Breakdown Maintenance
b) Total number of Equipment which can be tracked – 5
c) Total number of Breakdowns which can be entered – 20
2.2. Service Availability
Service Provider will use reasonable efforts to achieve 100% service availability to the customer at any time.
2.3. Support Services
Customer will receive on-call support for any query during working days from 9 am to 6 pm.
2.4. Data Entry and Maintenance
It is advisable for the customer to use a licensed antivirus program for data safety and security. In addition, the Customer itself shall be responsible for the entry and the maintenance of its data.
2.5. Historical Data Availability
Customer will have access to historical data upto 1 year. Post that, customer will have to put request to the Service Provider for Data Access.
3.1. No Malicious Code
To the knowledge of Service Provider, the Application does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, or similar component), which could damage, destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Application in any manner.
3.2. Disclaimer of Warranties
Any and all of software module, services, confidential information and any other technology or materials provided by service provider to the customer are provided “as is” and without warranty of any kind.
4. Termination of Contract
4.1. Subscription Term
This is a free subscription without any time limit. Hence, this subscription will continue till the time either of the parties sends a written communication to another for terminating the subscription.
4.2. Termination by Service Provider
The free subscription may be terminated by the service provider on mail intimation to the Customer –
(i) It is observed that the customer is not using the subscription for consecutive 30 days
(ii) It is observed that the customer is misusing the account
4.3. Termination by Customer
The customer may ask the service provider to terminate the subscription by sending a mail to the Service provider representative on 7 days prior notice.
4.4. Effect of Termination
Upon termination of this subscription, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. In case of any data requirement prior to termination, customer should write to the Service Provider’s representative and expect the response within 72 hours of the communication. This facility will be available only for 6 months after the termination of subscription.
5. Suggestions/ Improvements to Software
Unless otherwise expressly agreed in writing by the Service Provider, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software will not be the part of Software module offering by the service provider.
6. Reservation of Rights
By accepting these terms and conditions, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software Modules or Service Provider materials provided to Customer. Service Provider will own all right, title, and interest in all Software Modules and Service Provider materials. Service Provider reserves all rights not specifically granted herein.
7. Marks and Publicity
Service Provider and Customer trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. Service Provider may: (i) use the Customer’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) quote the Customer’s statements in one or more press releases; and/or (iii) make such other use of the Customer’s name and/or logo. Additionally, Service Provider may include Customer’s name and/or logo within its list of customers for general promotional purposes.
8. Ownership of Confidential Information
Nothing in these Terms and Conditions will be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Service Provider’s Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in writing to other. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
9. Force Majeure
Service Provider will not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
10. Entire Agreement
These Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.
During the term of these Terms and Conditions, and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee of Service Provider without the prior written consent of Service Provider. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee Service Provider for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Service Provider. Violation of this provision will entitle Service Provider to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
12. Governing Law
The validity, interpretation and performance of this agreement and the agreement itself shall be governed by and construed in accordance with the laws of India.
Updated: November 02nd , 2019