The Agreement contains the legal terms and conditions that govern our provision of Services and your use of and access to the Services. You are entering into the Agreement with Sezlon Technologies Private Limited. “HelpyFinder™” is the one of the trading names of Sezlon Technologies Private Limited. In this agreement of HelpyFinder™ service usages, Sezlon Technologies Private Limited may be referred to as “we”, “our”, “us” or “STPL”. By signing the T&C Contract or electronically accepting the Terms of Service or using the Services of HelpyFinder™ website and mobile application, you agree to and are legally bound by the Agreement. If you do not accept all of the terms contained in the Agreement, you may not use the Services. If you are agreeing to the Agreement on behalf of an entity, you represent that you have the authority to agree to the Agreement on behalf of such entity. In the Agreement, the entity you represent may be referred to as “you” “your” “Customer” or user. Your use of and access to the HelpyFinder™ services are subject to additional terms that include without limitation the Supplemental Terms. Supplemental Terms may be presented or made available to you through means determined by us. We reserve the right (but are not obliged) to provide certain additional Services (including but not limited to our pre-paid Services) to you under the Agreement without a T&C Contract. Capitalized terms in the Agreement shall have the meanings given to them in Section 19 of these Terms of Service.
(a) License. Subject to the Agreement, you will have a limited, non-exclusive, non-transferable, non-sub licensable right to use the applicable Services in accordance with the Agreement, and to permit your Affiliates, employees, contractors and agents to use the same. Such right shall be immediately revoked without notice upon the earlier of termination of:
(i) the Agreement;
(ii) the applicable T&C Contract; or
(iii) the applicable Service.
(b) License Restrictions. You will not (and will not allow your Affiliates, employees, contractors, agents, or any third party) to:
(i) reverse engineer, decompile, or disassemble the Services and layout;
(ii) market, sell (subject to Section 1(c)), sublicense, rent, lease, or otherwise distribute the Services, in whole or in part;
(iii) modify, upgrade, improve, enhance or create derivative works of any portion of the Services for any purpose (including without limitation error correction or any other type of maintenance); or
(iv) remove, obscure, or alter any identification, proprietary, copyright or other notices in the Services.
(c) Applications, Devices, Numbers and Codes. You acknowledge and agree that you shall not have any intellectual property rights and/or other proprietary interests in any Devices, Applications, Numbers and Codes made available to you under the Agreement. You will not take any action that would cause you or any third party to acquire any intellectual property rights and/or other proprietary interest in any Devices, Applications, Numbers and Codes. We may withdraw or suspend such Devices, Applications, Numbers and Codes at any time to comply with Relevant Laws and/or an order, instruction, or request of a Service Provider, Regulator, court or other competent authority. Conduct
You agree that you will not, and will not encourage or permit any party to, access or use the Services:
(a) other than as expressly prescribed by the Agreement;
(b) in violation of: (i) Compliance Rules or Relevant Laws or (ii) applicable third party licenses;
(c) to add Network numbers creating unsolicited messages or other communications;
(d) in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights;
(e) to breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, Security Industry, Telecare Industry, Lone Worker Industry, Regulator or any Service Provider;
(f) to facilitate the transmission or use of any: (i) malicious code (including malware, viruses, worms, and Trojan horses); (ii) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (iii) code that would allow any third party to interfere with or access any Data;
(g) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, its operation, any networks or servers used in connection with the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing);
(h) to gather, store, upload or otherwise transmit any Data for which you do not have a right to do so; or
(i) to impersonate any person or entity or add a number you do not have the express authorization of the bill payer or holder of the communications devices;
(j) You will not add any emergency services (Like 1076,181, 100,101 or 102 or any specific types of numbers) The Services are not intended to replace any primary phone service, such as a traditional landline or mobile phone, that may be used to contact emergency services. Your Responsibilities
(a) Your Account. You are solely responsible for your Account, all activities conducted in connection with your Account, and the accuracy of all information provided by or to you relating thereto, including without limitation, contact, technical and payment information, the Credentials, and for protecting and safeguarding the foregoing. You will promptly update any Account information if it changes and notify us of any unauthorized use of your Account and/or Credentials, and any related security breach. You will only connect to the Services through your Account and using only the Credentials.
(b) Content and Monitoring. You are solely responsible for all Content, and the storage and transmission of the Content must comply with the Agreement. We may (but have no obligation to) monitor your use of the Services at any time, with or without notice.
(d) Affiliates and Third Parties. You shall remain fully liable to us for any use of the Services by your Affiliates, customers, employees, contractors, agents or any third parties (whose acts and omissions shall be considered to be your acts and omissions). We will provide support, when and if provided, only to you, not to your Affiliates, customers, employees, contractors, agents or any third parties.
(e) Records. You will maintain accurate and complete records of your performance under the Agreement during the term and as required under the Compliance Rules and Relevant Laws. Upon reasonable written notice, you shall provide copies of any such records to STPL. STPL or its representatives shall be entitled to submit any such records to any Service Provider, Regulator or other competent authority. Ownership
You retain all rights and ownership in Data. We do not claim any ownership rights in Data. Except for rights expressly granted herein, no implied licenses are granted by us, and we hereby reserve all rights not so granted. You acknowledge that we retain all sole and exclusive ownership of all right, title and interest in and to the Services and our Confidential Information (defined below), including all intellectual property rights thereto, and at no time will you dispute or contest our exclusive ownership rights in any of the foregoing. If you provide any Feedback, we will own such Feedback and may use and modify the Feedback without any restriction or payment to you. IF we have provided you unique account (if you have opted for these services) the account properties always remains our, as STPL’s property, which must be used in conjunction with STPL services you receive; you must not (nor allow others to) disclose this account or use it in another purpose not authorized by STPL.
Except as expressly stated in a T&C Contract, we reserve the right, in our sole discretion and with or without notice from time to time, to modify or update any Services (including but not limited to the features, scope, reach and functionality). Additionally, we may amend the Agreement (or any part thereof), and such amendment will take effect on the date we designate (or upon expiration of the minimum period of notice we are required to provide under Relevant Law). Further and without limit, we specifically reserve the right to make changes to the Terms of Service by publishing a revised version at https://www.helpyfinder.com (or any successor URL we determine) as may be updated by us from time to time. If an amendment to the Agreement or Services is to your material detriment, you may terminate either: (i) the affected T&C Contract; or (ii) the affected Service, upon written notice within thirty (30) days following the effectiveness of such amendment (or by the date which you are entitled to terminate under Relevant Law).
Relevant Laws and Compliance Rules
You shall (and shall ensure that your customers, Affiliates, employees, contractors and agents shall) ensure that all use of the Services and all Data complies with Relevant Laws and the Compliance Rules as per the government norms. You shall provide (and shall ensure that your customers, Affiliates, employees, contractors and agents shall provide) all co-operation as is required by us to enable us to comply with requests and investigations by Regulators, law enforcement agencies and Service Providers relating to the Services and Data.
(a) Warranties. Each party represents it has the necessary authority to enter into and perform the Agreement, and that such performance does not violate or breach any other agreement to which it is a party. Additionally, you represent and warrant that you will fully comply with the Agreement, and that the Content and your use of the Services do not and will not cause any breach of the Agreement.
(b) DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES AND DATA, AND WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, TIMELY, OR ERROR-FREE OR THAT CONTENT WILL BE DELIVERED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM AND THE AGREEMENT EXCLUDES ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN NETWORK CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, DATA, CONFIDENTIAL INFORMATION AND PROPERTY. YOU FURTHER ACKNOWLEDGE THAT STPL DOES NOT CONTROL NETWORKS OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION SERVICE PROVIDERS AND THEIR NETWORKS) AND STPL IS NOT RESPONSIBLE FOR THE IMPACT ON THE SERVICES BY THE ACTION OR INACTION OF SUCH NETWORKS OR THIRD PARTIES.
(a) Indemnification by Us. We will NOT indemnify, hold harmless and defend you from and against any and all Losses arising out of or relating to any Claim from a third party (including one of your Affiliates) arising from or relating to any proven infringement of the intellectual property rights of such third party by your use of the Services in accordance with the Agreement. If we receive information about an alleged or potential infringement or misappropriation claim related to a particular Service, we may in our sole discretion: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for your continued use of that Service in accordance with the Agreement, or (iii) terminate your subscription to that Service upon written notice and it is our sole discretion to refund you any prepaid Fees or Taxes less administration costs accrued on a time-basis relating to such part of the Services which have not been provided by the effective date of termination. The above defense and indemnification obligations apply to Claims relating to Data or breach of the Agreement.
(b) Indemnification by You. You will indemnify, keep indemnified, hold harmless and defend us from and against any and all Losses arising out of or relating to any and all (a) Claims arising from or relating to Data; and (b) Claims arising from or relating to all use of the Services (whether by you or your Affiliates, customers, agents, contractors or employees); and (c) breaches of Sections 1, 2 and/or 3 of these Terms of Service.
(c) Procedure. The indemnifying party’s obligations under this Section 10 are conditioned upon the indemnified party providing prompt written notice of a Claim. The indemnifying party will control the defense of the Claim, including any settlement, but will not settle any Claim without the indemnified party’s prior written consent, not to be unreasonably delayed, unless such settlement releases the indemnified party from all liability relating to the Claim. The indemnified party will provide reasonable cooperation in connection with the defense of a Claim, and may participate in the defense at its own expense. This Section 10 sets forth each party’s sole and exclusive remedy with respect to any and all Claims. Publicity
You hereby grant us a limited, non-exclusive, non-transferable, royalty-free, non-revocable, perpetual, non-sublicenseable license to display your name, trade names, trademarks, service marks, logos, domain names, mobile number, personal details such as blood group, location and the like for the purpose of promoting or advertising that you use or have used the Services, including on our website, mobile application, in press releases and in other media.
Beta Releases & Value Added Services
We may, from time to time, make available in our sole discretion pre-release versions of the Services or components thereof (each a “Beta Release”). Beta Releases may be changed, terminated or suspended without notice and are offered solely on an “as-is“basis. Additionally, certain features of the Services (including but not limited to certain types of Service interface) may be made available to you through without the charging of additional Fees. We reserve the right to charge for such features of the Services at any future date and will notify you in advance of the applicable rates upon which the Fees for such features will be calculated.
Test Accounts & Free Trails
We may make an Account available to you for the purposes of testing or trailing of certain Services (with or without a test Account T&C Contract, at our discretion). Or provide you with the services for a limited period free of charges. The terms of the Agreement shall govern your use and access to such Test Account, Free Account, Free Services, Free Trails or Test Services. You shall ensure that the test/free Account and test/free Services are used only for the purpose of testing, and not for any productive, commercial or other purpose (such restriction prevailing over any other provision to the contrary in the Agreement). You shall comply with any relevant instructions or protocols we notify you of in relation to the test/free Account and test/free Services. The Fees for such test Account and test Services shall be as determined by us from time to time. You agree that we can withdraw such test/free Account and test/free Services at any time (with or without notice to you). Governing Law and Venue
If you are party to the Agreement with Sezlon Technologies Pvt Ltd the law of India governs the Agreement (and any non-contractual matters arising out of it), and the parties agree to the exclusive jurisdiction of the courts in New Delhi, India (including without limit, in relation to non-contractual matters). We may however bring enforcement proceedings in any jurisdiction. Notice
STPL may provide all written notices hereunder to any email address under your Account, effective upon transmission. If an email address under your Account is not valid, or we for any reason are not capable of delivering to you any notices required/permitted by the Agreement, our dispatch of the email containing such notice will constitute effective notice. We may also give notice to you at any postal address provided, which shall be deemed effective on the date of dispatch. For an Agreement with Sezlon Technologies., you may give notice to us at company’s registered address. Such postal notice will be deemed effective when received by us by letter delivered by nationally recognized overnight delivery service or recorded prepaid mail at the above address.
Neither party will be liable for failures or delays in the performance of its obligations hereunder due to causes beyond its reasonable control, including, without limitation, in respect of the provision of the Services, failures or delays caused by Service Providers, any Act Of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labor/union disturbance, compliance with Relevant Laws, any act or omission of Government or other competent authorities. The parties are independent contractors, and there is no partnership, joint venture, employment, franchise or agency relationship created by the Agreement. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. You may not assign any of your rights in the Agreement, and any such attempt is void, but STPL may assign its rights to any of its Affiliates, or to any successor in interest of any business associated with the Services. You may not delegate or sub-contract any of your obligations under the Agreement. STPL may delegate any of its obligations under the Agreement as it sees fit. A waiver of any provision of the Agreement must be made in writing to be effective, and our waiver of a breach of any provision or right contained in the Agreement will not constitute a continuing waiver or waive any subsequent breach or right. You shall, in relation to this Agreement, comply with all Relevant Laws which are applicable to you, including but not limited to export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention, and the remaining provisions will not be affected. The Supplemental Terms will prevail in the event of a conflict with the Terms of Service, but only to the extent such conflicting term relates to the Services governed by those Supplemental Terms. In all other cases, the Terms of Service will prevail in the event of a conflict with another part of the Agreement, unless such other part of the Agreement intends and expressly states that the specific term supersedes. Further, the fact that a part of the Agreement does not contain a provision relating to particular matter, which another part of the Agreement does have a provision for, shall not be deemed to give rise to a conflict. There are no third party beneficiaries to the Agreement and any Relevant Law, which may grants third party rights, is expressly excluded. The Agreement is the parties’ entire agreement relating to its subject, and supersedes any and all prior oral and written proposals, agreements, understandings and contemporaneous discussions between the parties as to the subject matter. Neither party has entered into the Agreement (or any part thereof) in reliance upon and nor shall they have any remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in the Agreement. The only remedies available for breach of any representation or statement which was made prior to entry into the Agreement (or any part thereof) and which is expressly set out in the Agreement shall be for breach of contract (although nothing in this Section shall be interpreted or construed as limiting or excluding the liability of either party for any type of fraud). The terms contained in any customer-issued purchase order or order form will have no force or effect, and will not be binding upon us. The parties may sign the Agreement (or any part thereof) electronically and in counterparts, each of which is deemed an original and, together, comprise a single document. Each party to this Agreement agrees to use electronic signatures; and be subject to the provisions of the applicable national laws governing electronic signatures.
“Account”your account with us for the Services.
“Account Information” information you supply in relation to your Account.
“Accrued Liability” when calculated at any given time, the total Fees, Taxes and ETC’s invoiced under the Agreement which remain unpaid, plus the unbilled but accrued Fees, Taxes and ETC’s.
“Affiliate” an entity that directly or indirectly controls, is directly or indirectly controlled by, or is under common direct or indirect control with, a party. For purposes of this Agreement, “control” of any entity shall mean ownership of a majority of the voting equity interests or profit interests in such entity.
“Confidential Information” all information disclosed (whether in oral, written, or other tangible or intangible form) by a party to the other party concerning or related to the Agreement (whether before, during or after the Term), which the receiving party knows or should know, given the facts and circumstances surrounding the disclosure of the information, is confidential information of the disclosing party. Our Confidential Information includes, but is not limited to, the Agreement, our pricing, our intellectual property rights and the Services.
“Claim” claim, action, demand, allegation or proceeding brought or made by a third party.
“Compliance Rules” rules and restrictions (as updated by us from time to time) pertaining to the use of the Services including without limitation.
“Content”messages, information, data, text, software, music, audio, photographs, graphics, video, messages or other materials stored or transmitted via the Services in any medium.
“T&C Contract”any T&C Contract to which these Terms of Service are attached or incorporated by reference.
“Resale Contract” any Resale Contract to which these Terms of Service are attached or incorporated by reference.
“Credentials”names, passwords and other information provided to you or created in accordance with our policies.
“Credit Balance”a credit balance on a prepay Customer’s account.
“Credit Limit”the aggregate credit limit of all sums payable by you to us which is applied by us to your Account.
“Data”Account Information, Content, Personal Data and any other information made available to us in connection with the use of the Services.
“Data Controller”has the meaning given to it in the applicable Data Protection Laws.
“Data Processor”has the meaning given to it in the applicable Data Protection Laws.
“Data Protection Laws”the Relevant Laws relating to the collection, use, storage or disclosure of information about an identifiable individual.
“Documentation”the technical documentation made available to you by us regarding any portion of the Services, which includes without limitation the relevant Product Specification(s).
“ETC”the early termination charge, which unless specified otherwise in a T&C Contract, shall be 100% of any monthly Recurring Fees (where charges are billed monthly) for a Service (including but not limited to the minimum monthly fee) payable for the remainder of the Initial Term or Renewal Term, as applicable. For any Fees billed annually in advance, the ETC shall be 100% of the annual Fee.
“Fees” & “Pay as you go”the charges payable for the Services including but not limited to Recurring Fees, Non-Recurring Fees and One-Time Fees.
“Feedback”the ideas, suggestions or recommendations on the Services provided by you.
“Fine”any and all fines, penalties, refunds, charges, debits, deductions, legal fees and costs incurred by or other sums payable to a Service Provider or Regulator.
“Initial Term”in respect of a Service, is the minimum period (commencing on the Service Start Date), which you are committed to purchase that Service. Unless detailed otherwise in a T&C Contract, the Initial Term of each Service shall be lower of the period/term selected by you for pre-paid accounts or a minimum of 12 months for Credit Accounts.
“Losses”all losses, damages, liabilities, costs, expenses, Fines and penalties (including without limitation reasonable legal fees and costs).
“STPL” & ”HelpyFinder”, STPL refers as Sezlon Technologies Private Limited and HelpyFinder™ is one of the trade product and service of STPL. Company incorporated in India, with company registration number (CIN) U51103DL2015PTC281834
“Non-Recurring Fees” includes but is not limited to usage based fees and Service Provider pass through fees.
“Applications, Devices, Numbers and Codes” Applications, Devices, numbers and/or codes which we make available for you to use as part of the Services, including (but not limited to), IOS Applications, Android Applications, Amazon Echo Smart Speakers, Google Home Smart Speaker, Apple Smart Speaker, Quick-Dial Numbers, Check-in Numbers, short codes, long numbers, sender ID’s and @XXX Unique identifiers,
“One-Time Fees” one-off fees, including but not limited to set-up fees.
“Personal Data” information about an individual that is defined as “personal data” or “personal information” in the applicable Data Protection Laws.
“Prior Agreement” any other agreement you have entered into with us prior to the effectiveness of the Agreement, which governs your use of the Services or any part of them.
“Product Specification” the document or documents setting forth our description of the Services, as provided (or otherwise made available) to you by us, which may also be referred to as a “Service Specification”.
“Recurring Fees” non-usage based fees, including but not limited to minimum fees and lease fees.
“Regulator” any regulator or other authority, voluntary or otherwise, to which a party is subject.
“Relevant Laws” any statute, regulation, bylaw, ordinance or subordinate legislation which is in force for the time being to which a party is subject; the common law as applicable to the parties (or any one of them); any binding court order, judgment or decree applicable to the parties (or any one of them); and any applicable industry code, policy, guidance, standard or accreditation terms enforceable by law, which is in force for the time being, and/or stipulated by any Regulator to which a party is subject, in each case, for the time being.
“Renewal Term” in respect of a Service, is either the same length of time as the Initial Term for that Service, or a newly selected term based on the pre-paid period selected with the first Renewal Term commencing upon expiry of the Initial Term and subsequent Renewal Terms commencing on expiry of each Renewal Term.
“T&C Contract” the means through which you purchase Services, which means are determined by us, governed by the Agreement and which shall come into force when accepted by us.
“T&C Contract Effective Date” the date detailed in a T&C Contract, being the date which it takes legal effect.
“Service Provider” any entity (including without limitation, a network, a mobile messaging aggregator or payment processor, that directly or indirectly provides a service to us or an Affiliate of ours) that is used in relation to the provision of any of the Services.
“Services” your use of and access to the platform, software, Documentation and any services made available to you or as set forth on a T&C Contract.
“Service Start Date” in respect of any Services, the date upon which such Services are first made available for your use, as determined by us.
“Supplemental Terms” the Documentation, Compliance Rules, and any other terms governing your use of the Services.
“Taxes” applicable taxes, duties, and similar charges, including sales, usage, excise and value added taxes.
“Term” the term of the Agreement, which commences on the date referred to in Section 5(a).
“Terms of Service” these terms of service.