The unexciting but important terms and conditions for using Recepto Services.
Last updated: 30th Mar, 2025
These Terms and Conditions (“Terms”), along with any other terms set out in the ordering page or user interface through which Customer purchases a subscription or enables access (“Site”), or an ordering document (collectively the “Agreement”), set forth the terms and conditions under which Quick Response Technologies Pvt. Ltd. (“Service Provider” or “Recepto”) will provide access to certain proprietary technology to the organization or individual identified on the Site and agreeing to this Agreement (“Customer”). The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) Service Provider’s technology services indicated on the Site (“Software”). These Terms must be read along with the privacy policy of Recepto published on its website; any capitalized term used herein but that is not defined shall have the same meaning as ascribed to it in the said privacy policy. By clicking "I agree" or similar assent, signing an order document, or using the Software or Services (as defined below), you agree to the Agreement as a Customer.
If you are agreeing to this Agreement by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these Terms, otherwise you must not sign up.
LICENSE GRANT and RIGHT OF USE
License Grant. Subject to all limitations and restrictions contained herein, Recepto grants Customer a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by Recepto as described in the Site (“Use”). During the Term (as defined below), Recepto grants Customer a non-exclusive right to access and Use the SaaS (“Services”). This right also includes the use of Service Provider's application programming interfaces ("APIs") to integrate the Services into third party online services (each a "Third Party Application") used by End Users (as defined below). Customer may only Use the Software for its own internal business needs and may not use it for timesharing or service bureau or otherwise operate the Software for the benefit of any third party or any affiliate of Customer. The rights granted herein shall terminate automatically upon expiration of the Subscription Term or any Renewal Term (defined herein). The Customer is granted the nature of license as set forth in the Site or the ordering document.
Responsibilities for Customer's Account. Customer shall ensure that all individual employees or representatives that are authorized to use the Software and the Services (“End User”) access the Third Party Application through legitimate means using valid access credentials. Customer will promptly notify Recepto if Customer becomes aware of any unauthorized access to or use of Customer's account or Recepto's Services.
Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined below) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behaviour in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, decompiling or (v) using any means or form of technology malpractice that inter alia those designed for cyber security attacks. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Service Provider’s Confidential Information solely in connection with the Software and pursuant to these terms of this Agreement.
Prohibited Uses. Customer will not, and will not permit End Users to:
(a) use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Recepto’s policies including the Acceptable Use Policy annexed hereto (and as may be set out and updated in the Site or Recepto’s website) (“Service Provider Policies”); (b) use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights; (c) send or allow or enable Recepto’s access to any personally identifiable information of natural individuals (including Customer’s employees, contractors, agents and representatives) without obtaining their prior written consent; (d) allow minors to use Service Provider's Services; (e) use Output to develop any artificial intelligence models that compete with Recepto's products and services; (f) use any method to extract data from the Services other than as permitted through the APIs or any other User interface; or (g) buy, sell, or transfer API keys from, to, or with a third party
Compliance with Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.
Maintenance. Recepto shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Recepto as defects in the Software (“Maintenance and Support Services”). A response is not a guarantee of a solution to the reported problem; however, Service Provider will keep Customer apprised of the resolution closure.
OUTPUTS/LEAD CARDS
As part of the Services, each Customer receives certain information captured as an output card (“Output” or “Lead Card”) that correlates to certain criteria and preferences set out at the time of set-up of the Services by it. Customer and/or the End User shall be entitled to update and/or revise the preferences / applicable criteria at such time, frequency and manner as set out in the Services settings. Recepto compiles these Lead Cards by processing a vast number of signals (including any signals that may be received from the Customer), data sets, whether licensed by it from any specific source or that are available generally over the internet, all of which are then processed through Recepto’s artificial intelligence tools to prepare the said Lead Card.
The parties agree and understand that all proprietary rights interest and title, in and or in relation to Lead Cards shall lie with Recepto or its licensors as applicable and no such proprietary rights shall pass on to the Customer. When any signal is received from the Customer and is used as-is in preparing a Lead Card, the proprietary rights in such signal shall lie with the Customer.
The Customer further acknowledges that Recepto shall utilize and rely upon various data sets procured from public sources in putting together the Lead Card and no proprietary rights shall pass thereon to the Customer, provided however, proprietary rights in any report, card, compilation or report (including the Lead Cards) including those that include any data collected from such publicly available resources shall lie solely with Recepto.
For the sake of clarity, the Customer shall be entitled to use the Output in any manner for its internal business purposes including transferring or assigning it to any other entity for such internal use only
Non-relevant Outputs. “Non-relevant Outputs” shall mean an Output that is categorized as non-relevant for a Customer based on the preference parameters set by the Customer. Non-relevant Outputs as generated from the Customer or End User’s use of Recepto could be deemed to be relevant for other customers of Recepto who are part of the Recepto Intelligence Network. The Customer acknowledges that such Outputs that are non-relevant for its own purpose could be stored, processed or used for the benefit of other customers of Recepto that are part of the Recepto Intelligence Network. No Non-relevant Outputs generated from the Customer’s (or its End Users’) Use of the Services shall be communicated as Output to any other customer of Recepto unless that particular Customer itself is part of Recepto Intelligence Network.
PAYMENT
Fees. All payments for the Initial Subscription Term (as defined below) of the Services shall be made in advance at the time of subscribing to the Service, as per the requirements set out on the Site or in the ordering document. The Customer acknowledges and agrees that once a payment has been processed, it cannot be reversed or refunded, regardless of the circumstances.
Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties), which shall be itemized and charged to the Customer. Customer shall reimburse Recepto Provider and hold Recepto harmless for all sales, use, GST, excise, property or other taxes or levies which Recepto is required to collect or remit to applicable tax authorities. This provision does not apply to Recepto’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate.
Security and Privacy
Security Program. Recepto shall maintain an information security program, including the adoption and enforcement of internal policies and procedures, designed to: (a) protect the Software and Customer Content against accidental or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable and internal risks to security and unauthorized access; and (c) minimize security risks through regular risk assessments and testing.
Security Obligations. As part of its information security program, Service Provider shall: (a) implement and maintain a written information security program; (b) maintain an incident response and disaster recovery process; and (c) conduct periodic reviews of its security measures.
Personal Data. If Customer uses the Services to process personal data, Customer must: (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, and (b) process personal data in accordance with applicable law.
OWNERSHIP Of SERVICES
Reservation of Rights. By agreeing to this Agreement, or by using the Services, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software and/or Service Provider materials provided to Customer. Recepto shall own all right, title, and interest in such Software and Recepto’s materials, subject to any limitations associated with intellectual property rights of third parties. Recepto reserves all rights not specifically granted herein.
Aggregate Data. Recepto owns and shall continue to own all right, title and interest in and to all Aggregate Data. “Aggregate Data” means any of the following information that has been aggregated with other similar information of other Recepto customers, and anonymized so that it does not reveal any personally identifying information or information identifying Customer: (a) information related to how Recepto’s customers are using the Software and its services including Recepto Intelligence Network, (b) information related to the performance of the Recepto Intelligence Network and its services, including the resolution to and the type, quantity, and cause of inputs, nature, type and category of Outputs, including any statistical analysis, benchmarking reports or comparison data and (c) any other information that provides insight into Recepto’s business. Aggregate Data may be used to build and train artificial intelligence models.
CONFIDENTIALITY
Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. The inputs from Customer that do not meet the exceptions noted below are Customer Confidential Information.
Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Recepto’s Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Recepto; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.
Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
Ownership of Confidential Information. Nothing in this Agreement shall 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 Recepto’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 this Agreement. 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.
Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors (as defined below) who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfil its obligations under this Section.
Data Processing Agreement. The parties agree that they will also in addition to terms of Section 6 be bound by terms of the data processing agreement here;
Suggestions/Improvements to Software; Learnings. Notwithstanding this Section 6, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Recepto’s materials provided to Customer shall be owned by Recepto, and Customer hereby agrees to assign any such rights to Recepto. Nothing in this Agreement shall preclude Recepto from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Recepto in the performance of services hereunder.
WARRANTY
Authorized Representative. Customer and Recepto warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.
Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT FOR THE WARRANTIES IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND RECEPTO AND ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. DESPITE ANYTHING TO THE CONTRARY, RECEPTO MAKES NO REPRESENTATIONS OR WARRANTIES (A) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT OUTPUTS/LEAD CARDS WILL BE ACCURATE, OR (D) WITH RESPECT TO THIRD PARTY OFFERINGS.
Additional Disclaimers. Without limiting in any way, the breadth of the above Disclaimer of Warranties, the parties agree as follows.
No Warranty of Accuracy. Recepto does not warrant that the Service will always provide accurate, complete, reliable, or timely responses. The accuracy, quality, and relevance of the Service’s responses are dependent on the input that is provided by the End Users within the Customer's organization. Recepto makes no representations or warranties that the input provided to the Service are correct, sufficient, or up-to-date, nor does it guarantee that the Service will be able to answer every query.
Limitations of Outputs. The Service Provider does not accept any responsibility or liability for any consequences arising from the use of the Lead Cards. The Lead Cards are based on the signals and other inputs that are collected from public sources and its end-use and effectiveness is affected by various factors none of which are in the control of Recepto. The Customer acknowledges and agrees that the Service’s responses are not guaranteed to be free from errors or omissions, and that the Service’s learning process is an ongoing one that may take time to improve.
No Guarantee of Human-Free Interaction. While this is designed to reduce the need for human intervention over time, the Service Provider does not guarantee that the Service will always be able to function adequately without any human involvement.
No Liability for Third-Party Integrations. Services may integrate with Third Party Applications. Service Provider does not accept any liability for issues arising from these Third-Party Applications, including but not limited to connectivity issues, data breaches, or errors in third-party services that may affect the operation of Services. Customer shall at all times comply with the restrictions, limitations and terms of usage of such Third-Party Applications. Customer agrees to the terms of any applicable end user license agreement with the Third-Party Applications necessary for its use. Notwithstanding any language to the contrary, Customer agrees that all times ensure that it has the appropriate rights, consents and authorizations to communicate to Recepto any personally identifiable information for the purpose of receiving the Services.
INDEMNIFICATION
Indemnification by Recepto. Recepto agrees to defend, indemnify, and hold Customer harmless from and against any damages or settlement amounts awarded by a court of competent jurisdiction or agreed to in a settlement, arising out of a third-party claim alleging that the Services, including any training data used by Recepto to train a model that powers the Services, infringe any third-party intellectual property rights. This indemnification obligation does not cover claims to the extent they arise from (a) the integration or use of the Services with any products, services, or software not provided by Service Provider or on its behalf, (b) any fine-tuning, customization, or modification of the Services by any party other than Recepto, (c) any signal data provided by Customer to Recepto, (d) Customer's use of the Output, (e) Customer’s failure to adhere to the terms of this Agreement, Service Provider Policies, or to applicable laws, regulations, or industry standards. Should Recepto reasonably believe the Services are, or may become, the subject of an infringement claim, it shall, at its own expense, (x) secure for Customer the right to continue using the Services under the terms of this Agreement, (y) replace or modify the Services to make them non-infringing, or (z) if options (x) and (y) are not commercially feasible, terminate this Agreement with written notice to Customer and refund any prepayments for Services not yet rendered. Customer is required to comply promptly with all reasonable instructions from Service Provider in relation to the options provided under sub-sections (x) or (y), including any instruction to cease use of, replace, or modify any Service implicated by such a claim.
Indemnification by Customer. Customer agrees to indemnify, defend, and hold Recepto and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) incurred in connection with any third-party claim arising out of: (a) Customer's use of the Services in a manner that violates this Agreement or the applicable Service Provider Policies, (b) Customer's use of the Output, or (c) any input provided by Customer.
Procedure for Indemnification. The party seeking indemnification must provide the indemnifying party with prompt written notice of any claim, cooperate reasonably in the defense or investigation of such claim (including the preservation and provision of relevant Customer Content), and allow the indemnifying party sole control over the defense and settlement of the claim. However, the indemnified party has the right to participate in its defense at its own cost. The indemnifying party cannot settle or compromise any claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed, except where the settlement fully absolves the indemnified party of liability, does not affect the indemnified party’s rights, and does not require an admission of liability by the indemnified party. THE REMEDIES SET FORTH IN THIS SECTION 8 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO EITHER PARTY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SERVICES OR CUSTOMER CONTENT.
LIMITATION OF LIABILITY
Liability Cap. IN NO EVENT SHALL RECEPTO BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Disclaimer of Damages. IN NO EVENT SHALL RECEPTO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
TERM AND TERMINATION
Term and Renewal. Subject to any earlier termination as expressly provided below, this Agreement is for the period set forth at the time of order on the Site or any ordering document (“Initial Subscription Term”) and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (each a “Renewal Term”), unless either party requests termination at least 30 days prior to the end of the then current term. The Initial Subscription Term, and each Renewal Term(s) thereafter, are respectively referred to as the "Subscription Term". The annual Fees for any Renewal Term shall be the Recepto’s then-current subscription price for the applicable Software as priced at the time of renewal (the “Renewal Price”). The Renewal Price could be auto-debited from the Customer’s credit card account used to pay for the Initial Subscription Term on the last day of such Initial Subscription Term or the Renewal Term, as the case may be. The Renewal Price can be obtained by Customer from Recepto by emailing [contact@ripplelabs.ai] with the title “Current Subscription Price Request” and providing written notice as provided below, no less than ninety (90) days prior to end of the then-current Subscription Term. Customer’s notice of non-renewal must be sent to the Recepto at: [contact@ripplelabs.ai] or such other email address provided to Customer by Recepto from time to time, in writing. The Parties agree that any negotiation of the Fees or terms and conditions for the Renewal Term shall not modify the automatic renewal provision contained in this Agreement. Any modification or termination of the renewal provisions of this Agreement shall require a written agreement between the Parties. CUSTOMER ACKNOWLEDGES THAT UNTIMELY NOTICE OF TERMINATION, OR TERMINATION NOTICES SENT TO THE INCORRECT SERVICE PROVIDER EMAIL ADDRESS SHALL NOT BE EFFECTIVE FOR THE TERMINATION OF THIS AGREEMENT.
Termination by Recepto. This Agreement and any license created hereunder may be terminated by Recepto (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently towards a cure.
Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. Upon termination of this Agreement, Recepto will delete all Customer Content from its systems within 30 days, unless Recepto is legally required to retain it.
Suspension. If Recepto, in good faith, believes that Customer has breached the Agreement or determines that Customer is using the Service in such a way as to negatively impact its ongoing business interests, Recepto may suspend Customer’s access to the Services, without refund, in addition to such other remedies as Recepto may have at law or pursuant to the Agreement. Whether breach results in suspension and/or termination of access shall be at Recepto’s sole discretion.
Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.
MISCELLANEOUS
Assignment. Customer may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Recepto. Any assignment or transfer in violation of this Section shall be null and void.
Updates. Recepto may update the Agreement or the Service Provider Policies by posting the update on our website. Customer's continued use of, or access to, the Software after an update goes into effect will constitute acceptance of the update. If Customer does not agree with an update, Customer may stop using the Software or terminate this Agreement under the termination clause specified in this Agreement. Except for an update to comply with applicable law, updates to the Agreement or the Service Provider Policies will not apply to: (a) disputes between Customer and Recepto arising prior to the update; or (b) orders signed by Customer and Recepto (as opposed to agreed to on an online ordering page) prior to Recepto notifying Customer of the update. However, to the extent an update relates to a Service or feature launched after an order is placed, it will be effective upon Customer's first use of such Service.
Survival. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.
Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address of Recepto as set out in the Site and of the Customer as provided at the time of signing up to the Services or to such other address as the parties may designate in writing. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
Subcontracting. Recepto shall have the right to use third parties, including employees of Service Provider’s affiliates and subsidiaries (“Subcontractors”) in the performance of its obligations and services hereunder and, for purposes of this Section, all references to Recepto or its employees shall be deemed to include such Subcontractors.
Force Majeure. Recepto shall not be liable to Customer for any delay or failure of Recepto to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Recepto. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
Modifications. The parties agree that this Agreement cannot be altered, amended or modified other than as permitted in Section 11.2 (Updates), except by a writing signed by an authorized representative of each party.
No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
Governing Law. This Agreement shall be governed and interpreted by the laws of the India without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this agreement shall be brought in the competent courts located in Bangalore, India and each party hereby submits to the exclusive jurisdiction of such courts.
Entire Agreement. This Agreement constitutes 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 thereto.
Acceptable Use Policy
This Acceptable Use Policy applies to Recepto’s Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination.
When using the Services, these rules apply:
B2B Operations only – You are engaged in business-to-business services such that recipient of your services are enterprises/business organizations and not individuals
Comply with applicable laws – Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
Don’t harm yourself or others – Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
Observe safeguards - Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
Manage Regulated Advice - Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
No Deception - Don’t cause harm by intentionally deceiving or misleading others, including:
Seeking unauthorized access to online accounts;
Disinformation or misinformation;
Impersonating another individual or organization without consent or legal right; and
Failing to disclose to people that they are interacting with AI, unless it's obvious from the context.
Appropriate for All Ages - Don’t use the Services in a manner inappropriate for minors.
No Sexual Content - Don’t create sexually explicit or suggestive content.
No Automated Decision-making - Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including conducting automated decision-making without a review mechanism.
Respect IP Rights – Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
Don’t Collect “Sensitive” Information. Don’t use to collect drivers license numbers, passport numbers, Aadhar or similar numbers, bank, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.
Acceptable Use Policy
This Acceptable Use Policy applies to Recepto’s Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination.
When using the Services, these rules apply:
B2B Operations only – You are engaged in business-to-business services such that recipient of your services are enterprises/business organizations and not individuals
Comply with applicable laws – Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
Don’t harm yourself or others – Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
Observe safeguards - Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
Manage Regulated Advice - Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
No Deception - Don’t cause harm by intentionally deceiving or misleading others, including:
Seeking unauthorized access to online accounts;
Disinformation or misinformation;
Impersonating another individual or organization without consent or legal right; and
Failing to disclose to people that they are interacting with AI, unless it's obvious from the context.
Appropriate for All Ages - Don’t use the Services in a manner inappropriate for minors.
No Sexual Content - Don’t create sexually explicit or suggestive content.
No Automated Decision-making - Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including conducting automated decision-making without a review mechanism.
Respect IP Rights – Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
Don’t Collect “Sensitive” Information. Don’t use to collect drivers license numbers, passport numbers, Aadhar or similar numbers, bank, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.
Recepto Intelligence Network Policy
Meaning
Recepto Intelligence Network refers to the group of entities that are (i) customers of Recepto’s Services (ii) have agreed to be part of this network and (iii) have signed up to be subject to this Agreement including this Policy.
Opt-in
Access to Recepto Intelligence Network shall be based on a voluntary opt-in through the platform. Customers will get incentives to be part of and contribute to the Recepto Intelligence Network. Participation in the network shall require them authorizing Recepto to pass on Non-relevant Outputs generated by the Customer and its End-Users by their Use of the Services. From time to time, Recepto might change or modify the incentives
Charges
There are currently no charges to be part of Recepto Intelligence Network other than the fees payable for the Services. This may change in the future for which Recepto shall provide advance notice with an opt-out right.
Compliance with Policies
Participation in Recepto Intelligence Network is subject to the participating entity complying all with Recepto policies. Recepto reserves the right to cancel participation of any entity when it has reasonable ground to believe in breach of any policies by such entity.
The unexciting but important terms and conditions for using Recepto Services.
Last updated: 30th Mar, 2025
These Terms and Conditions (“Terms”), along with any other terms set out in the ordering page or user interface through which Customer purchases a subscription or enables access (“Site”), or an ordering document (collectively the “Agreement”), set forth the terms and conditions under which Quick Response Technologies Pvt. Ltd. (“Service Provider” or “Recepto”) will provide access to certain proprietary technology to the organization or individual identified on the Site and agreeing to this Agreement (“Customer”). The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) Service Provider’s technology services indicated on the Site (“Software”). These Terms must be read along with the privacy policy of Recepto published on its website; any capitalized term used herein but that is not defined shall have the same meaning as ascribed to it in the said privacy policy. By clicking "I agree" or similar assent, signing an order document, or using the Software or Services (as defined below), you agree to the Agreement as a Customer.
If you are agreeing to this Agreement by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these Terms, otherwise you must not sign up.
LICENSE GRANT and RIGHT OF USE
License Grant. Subject to all limitations and restrictions contained herein, Recepto grants Customer a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by Recepto as described in the Site (“Use”). During the Term (as defined below), Recepto grants Customer a non-exclusive right to access and Use the SaaS (“Services”). This right also includes the use of Service Provider's application programming interfaces ("APIs") to integrate the Services into third party online services (each a "Third Party Application") used by End Users (as defined below). Customer may only Use the Software for its own internal business needs and may not use it for timesharing or service bureau or otherwise operate the Software for the benefit of any third party or any affiliate of Customer. The rights granted herein shall terminate automatically upon expiration of the Subscription Term or any Renewal Term (defined herein). The Customer is granted the nature of license as set forth in the Site or the ordering document.
Responsibilities for Customer's Account. Customer shall ensure that all individual employees or representatives that are authorized to use the Software and the Services (“End User”) access the Third Party Application through legitimate means using valid access credentials. Customer will promptly notify Recepto if Customer becomes aware of any unauthorized access to or use of Customer's account or Recepto's Services.
Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined below) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behaviour in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, decompiling or (v) using any means or form of technology malpractice that inter alia those designed for cyber security attacks. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Service Provider’s Confidential Information solely in connection with the Software and pursuant to these terms of this Agreement.
Prohibited Uses. Customer will not, and will not permit End Users to:
(a) use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Recepto’s policies including the Acceptable Use Policy annexed hereto (and as may be set out and updated in the Site or Recepto’s website) (“Service Provider Policies”); (b) use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights; (c) send or allow or enable Recepto’s access to any personally identifiable information of natural individuals (including Customer’s employees, contractors, agents and representatives) without obtaining their prior written consent; (d) allow minors to use Service Provider's Services; (e) use Output to develop any artificial intelligence models that compete with Recepto's products and services; (f) use any method to extract data from the Services other than as permitted through the APIs or any other User interface; or (g) buy, sell, or transfer API keys from, to, or with a third party
Compliance with Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.
Maintenance. Recepto shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Recepto as defects in the Software (“Maintenance and Support Services”). A response is not a guarantee of a solution to the reported problem; however, Service Provider will keep Customer apprised of the resolution closure.
OUTPUTS/LEAD CARDS
As part of the Services, each Customer receives certain information captured as an output card (“Output” or “Lead Card”) that correlates to certain criteria and preferences set out at the time of set-up of the Services by it. Customer and/or the End User shall be entitled to update and/or revise the preferences / applicable criteria at such time, frequency and manner as set out in the Services settings. Recepto compiles these Lead Cards by processing a vast number of signals (including any signals that may be received from the Customer), data sets, whether licensed by it from any specific source or that are available generally over the internet, all of which are then processed through Recepto’s artificial intelligence tools to prepare the said Lead Card.
The parties agree and understand that all proprietary rights interest and title, in and or in relation to Lead Cards shall lie with Recepto or its licensors as applicable and no such proprietary rights shall pass on to the Customer. When any signal is received from the Customer and is used as-is in preparing a Lead Card, the proprietary rights in such signal shall lie with the Customer.
The Customer further acknowledges that Recepto shall utilize and rely upon various data sets procured from public sources in putting together the Lead Card and no proprietary rights shall pass thereon to the Customer, provided however, proprietary rights in any report, card, compilation or report (including the Lead Cards) including those that include any data collected from such publicly available resources shall lie solely with Recepto.
For the sake of clarity, the Customer shall be entitled to use the Output in any manner for its internal business purposes including transferring or assigning it to any other entity for such internal use only
Non-relevant Outputs. “Non-relevant Outputs” shall mean an Output that is categorized as non-relevant for a Customer based on the preference parameters set by the Customer. Non-relevant Outputs as generated from the Customer or End User’s use of Recepto could be deemed to be relevant for other customers of Recepto who are part of the Recepto Intelligence Network. The Customer acknowledges that such Outputs that are non-relevant for its own purpose could be stored, processed or used for the benefit of other customers of Recepto that are part of the Recepto Intelligence Network. No Non-relevant Outputs generated from the Customer’s (or its End Users’) Use of the Services shall be communicated as Output to any other customer of Recepto unless that particular Customer itself is part of Recepto Intelligence Network.
PAYMENT
Fees. All payments for the Initial Subscription Term (as defined below) of the Services shall be made in advance at the time of subscribing to the Service, as per the requirements set out on the Site or in the ordering document. The Customer acknowledges and agrees that once a payment has been processed, it cannot be reversed or refunded, regardless of the circumstances.
Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties), which shall be itemized and charged to the Customer. Customer shall reimburse Recepto Provider and hold Recepto harmless for all sales, use, GST, excise, property or other taxes or levies which Recepto is required to collect or remit to applicable tax authorities. This provision does not apply to Recepto’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate.
Security and Privacy
Security Program. Recepto shall maintain an information security program, including the adoption and enforcement of internal policies and procedures, designed to: (a) protect the Software and Customer Content against accidental or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable and internal risks to security and unauthorized access; and (c) minimize security risks through regular risk assessments and testing.
Security Obligations. As part of its information security program, Service Provider shall: (a) implement and maintain a written information security program; (b) maintain an incident response and disaster recovery process; and (c) conduct periodic reviews of its security measures.
Personal Data. If Customer uses the Services to process personal data, Customer must: (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, and (b) process personal data in accordance with applicable law.
OWNERSHIP Of SERVICES
Reservation of Rights. By agreeing to this Agreement, or by using the Services, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software and/or Service Provider materials provided to Customer. Recepto shall own all right, title, and interest in such Software and Recepto’s materials, subject to any limitations associated with intellectual property rights of third parties. Recepto reserves all rights not specifically granted herein.
Aggregate Data. Recepto owns and shall continue to own all right, title and interest in and to all Aggregate Data. “Aggregate Data” means any of the following information that has been aggregated with other similar information of other Recepto customers, and anonymized so that it does not reveal any personally identifying information or information identifying Customer: (a) information related to how Recepto’s customers are using the Software and its services including Recepto Intelligence Network, (b) information related to the performance of the Recepto Intelligence Network and its services, including the resolution to and the type, quantity, and cause of inputs, nature, type and category of Outputs, including any statistical analysis, benchmarking reports or comparison data and (c) any other information that provides insight into Recepto’s business. Aggregate Data may be used to build and train artificial intelligence models.
CONFIDENTIALITY
Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. The inputs from Customer that do not meet the exceptions noted below are Customer Confidential Information.
Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Recepto’s Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Recepto; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.
Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
Ownership of Confidential Information. Nothing in this Agreement shall 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 Recepto’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 this Agreement. 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.
Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors (as defined below) who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfil its obligations under this Section.
Data Processing Agreement. The parties agree that they will also in addition to terms of Section 6 be bound by terms of the data processing agreement here;
Suggestions/Improvements to Software; Learnings. Notwithstanding this Section 6, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Recepto’s materials provided to Customer shall be owned by Recepto, and Customer hereby agrees to assign any such rights to Recepto. Nothing in this Agreement shall preclude Recepto from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Recepto in the performance of services hereunder.
WARRANTY
Authorized Representative. Customer and Recepto warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.
Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT FOR THE WARRANTIES IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND RECEPTO AND ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. DESPITE ANYTHING TO THE CONTRARY, RECEPTO MAKES NO REPRESENTATIONS OR WARRANTIES (A) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT OUTPUTS/LEAD CARDS WILL BE ACCURATE, OR (D) WITH RESPECT TO THIRD PARTY OFFERINGS.
Additional Disclaimers. Without limiting in any way, the breadth of the above Disclaimer of Warranties, the parties agree as follows.
No Warranty of Accuracy. Recepto does not warrant that the Service will always provide accurate, complete, reliable, or timely responses. The accuracy, quality, and relevance of the Service’s responses are dependent on the input that is provided by the End Users within the Customer's organization. Recepto makes no representations or warranties that the input provided to the Service are correct, sufficient, or up-to-date, nor does it guarantee that the Service will be able to answer every query.
Limitations of Outputs. The Service Provider does not accept any responsibility or liability for any consequences arising from the use of the Lead Cards. The Lead Cards are based on the signals and other inputs that are collected from public sources and its end-use and effectiveness is affected by various factors none of which are in the control of Recepto. The Customer acknowledges and agrees that the Service’s responses are not guaranteed to be free from errors or omissions, and that the Service’s learning process is an ongoing one that may take time to improve.
No Guarantee of Human-Free Interaction. While this is designed to reduce the need for human intervention over time, the Service Provider does not guarantee that the Service will always be able to function adequately without any human involvement.
No Liability for Third-Party Integrations. Services may integrate with Third Party Applications. Service Provider does not accept any liability for issues arising from these Third-Party Applications, including but not limited to connectivity issues, data breaches, or errors in third-party services that may affect the operation of Services. Customer shall at all times comply with the restrictions, limitations and terms of usage of such Third-Party Applications. Customer agrees to the terms of any applicable end user license agreement with the Third-Party Applications necessary for its use. Notwithstanding any language to the contrary, Customer agrees that all times ensure that it has the appropriate rights, consents and authorizations to communicate to Recepto any personally identifiable information for the purpose of receiving the Services.
INDEMNIFICATION
Indemnification by Recepto. Recepto agrees to defend, indemnify, and hold Customer harmless from and against any damages or settlement amounts awarded by a court of competent jurisdiction or agreed to in a settlement, arising out of a third-party claim alleging that the Services, including any training data used by Recepto to train a model that powers the Services, infringe any third-party intellectual property rights. This indemnification obligation does not cover claims to the extent they arise from (a) the integration or use of the Services with any products, services, or software not provided by Service Provider or on its behalf, (b) any fine-tuning, customization, or modification of the Services by any party other than Recepto, (c) any signal data provided by Customer to Recepto, (d) Customer's use of the Output, (e) Customer’s failure to adhere to the terms of this Agreement, Service Provider Policies, or to applicable laws, regulations, or industry standards. Should Recepto reasonably believe the Services are, or may become, the subject of an infringement claim, it shall, at its own expense, (x) secure for Customer the right to continue using the Services under the terms of this Agreement, (y) replace or modify the Services to make them non-infringing, or (z) if options (x) and (y) are not commercially feasible, terminate this Agreement with written notice to Customer and refund any prepayments for Services not yet rendered. Customer is required to comply promptly with all reasonable instructions from Service Provider in relation to the options provided under sub-sections (x) or (y), including any instruction to cease use of, replace, or modify any Service implicated by such a claim.
Indemnification by Customer. Customer agrees to indemnify, defend, and hold Recepto and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) incurred in connection with any third-party claim arising out of: (a) Customer's use of the Services in a manner that violates this Agreement or the applicable Service Provider Policies, (b) Customer's use of the Output, or (c) any input provided by Customer.
Procedure for Indemnification. The party seeking indemnification must provide the indemnifying party with prompt written notice of any claim, cooperate reasonably in the defense or investigation of such claim (including the preservation and provision of relevant Customer Content), and allow the indemnifying party sole control over the defense and settlement of the claim. However, the indemnified party has the right to participate in its defense at its own cost. The indemnifying party cannot settle or compromise any claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed, except where the settlement fully absolves the indemnified party of liability, does not affect the indemnified party’s rights, and does not require an admission of liability by the indemnified party. THE REMEDIES SET FORTH IN THIS SECTION 8 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO EITHER PARTY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SERVICES OR CUSTOMER CONTENT.
LIMITATION OF LIABILITY
Liability Cap. IN NO EVENT SHALL RECEPTO BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Disclaimer of Damages. IN NO EVENT SHALL RECEPTO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
TERM AND TERMINATION
Term and Renewal. Subject to any earlier termination as expressly provided below, this Agreement is for the period set forth at the time of order on the Site or any ordering document (“Initial Subscription Term”) and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (each a “Renewal Term”), unless either party requests termination at least 30 days prior to the end of the then current term. The Initial Subscription Term, and each Renewal Term(s) thereafter, are respectively referred to as the "Subscription Term". The annual Fees for any Renewal Term shall be the Recepto’s then-current subscription price for the applicable Software as priced at the time of renewal (the “Renewal Price”). The Renewal Price could be auto-debited from the Customer’s credit card account used to pay for the Initial Subscription Term on the last day of such Initial Subscription Term or the Renewal Term, as the case may be. The Renewal Price can be obtained by Customer from Recepto by emailing [contact@ripplelabs.ai] with the title “Current Subscription Price Request” and providing written notice as provided below, no less than ninety (90) days prior to end of the then-current Subscription Term. Customer’s notice of non-renewal must be sent to the Recepto at: [contact@ripplelabs.ai] or such other email address provided to Customer by Recepto from time to time, in writing. The Parties agree that any negotiation of the Fees or terms and conditions for the Renewal Term shall not modify the automatic renewal provision contained in this Agreement. Any modification or termination of the renewal provisions of this Agreement shall require a written agreement between the Parties. CUSTOMER ACKNOWLEDGES THAT UNTIMELY NOTICE OF TERMINATION, OR TERMINATION NOTICES SENT TO THE INCORRECT SERVICE PROVIDER EMAIL ADDRESS SHALL NOT BE EFFECTIVE FOR THE TERMINATION OF THIS AGREEMENT.
Termination by Recepto. This Agreement and any license created hereunder may be terminated by Recepto (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently towards a cure.
Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. Upon termination of this Agreement, Recepto will delete all Customer Content from its systems within 30 days, unless Recepto is legally required to retain it.
Suspension. If Recepto, in good faith, believes that Customer has breached the Agreement or determines that Customer is using the Service in such a way as to negatively impact its ongoing business interests, Recepto may suspend Customer’s access to the Services, without refund, in addition to such other remedies as Recepto may have at law or pursuant to the Agreement. Whether breach results in suspension and/or termination of access shall be at Recepto’s sole discretion.
Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.
MISCELLANEOUS
Assignment. Customer may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Recepto. Any assignment or transfer in violation of this Section shall be null and void.
Updates. Recepto may update the Agreement or the Service Provider Policies by posting the update on our website. Customer's continued use of, or access to, the Software after an update goes into effect will constitute acceptance of the update. If Customer does not agree with an update, Customer may stop using the Software or terminate this Agreement under the termination clause specified in this Agreement. Except for an update to comply with applicable law, updates to the Agreement or the Service Provider Policies will not apply to: (a) disputes between Customer and Recepto arising prior to the update; or (b) orders signed by Customer and Recepto (as opposed to agreed to on an online ordering page) prior to Recepto notifying Customer of the update. However, to the extent an update relates to a Service or feature launched after an order is placed, it will be effective upon Customer's first use of such Service.
Survival. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.
Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address of Recepto as set out in the Site and of the Customer as provided at the time of signing up to the Services or to such other address as the parties may designate in writing. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
Subcontracting. Recepto shall have the right to use third parties, including employees of Service Provider’s affiliates and subsidiaries (“Subcontractors”) in the performance of its obligations and services hereunder and, for purposes of this Section, all references to Recepto or its employees shall be deemed to include such Subcontractors.
Force Majeure. Recepto shall not be liable to Customer for any delay or failure of Recepto to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Recepto. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
Modifications. The parties agree that this Agreement cannot be altered, amended or modified other than as permitted in Section 11.2 (Updates), except by a writing signed by an authorized representative of each party.
No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
Governing Law. This Agreement shall be governed and interpreted by the laws of the India without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this agreement shall be brought in the competent courts located in Bangalore, India and each party hereby submits to the exclusive jurisdiction of such courts.
Entire Agreement. This Agreement constitutes 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 thereto.
Our Legal Basis:
If you interact with our Service or Website while within the European Economic Area, Switzerland or the United Kingdom (the “European Territories”), our legal basis for processing the personal data as described hereunder may vary depending on the personal data at issue as well as the context in which we collect it.
Ordinarily, we process personal data about you in reliance on your consent or on legitimate interest. We may also process data to comply with our legal obligations, or to fulfill a contract you have entered into with us.
To contact us with any questions regarding the legal bases we rely on for processing your personal data, please email contact@recepto.ai .
European Residents' Privacy Rights: Residents of a European Territory have the following data subject rights under European Territory data protection law:
You have the right to access, correct, update or request deletion of your personal data. To submit a request to exercise those rights, you may contact us at the address provided for more information.
You have the right to object to our processing your personal data. To submit a request to exercise that right, or to otherwise restrict our processing of your personal data, you may contact us at the address provided for more information.
If we are relying on your consent to process your personal data, you have the right to withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any personal data processing prior to such withdrawal, nor will it affect any personal data processing that we undertake in reliance on legal bases other than consent (such as legitimate interests).
You have the right to complain to a data protection authority about our collection and use of your personal data. Please contact us at contact@recepto.ai with any questions you may have and before making a complaint so that we may answer any questions you have and attempt to assist you in resolving the basis for your complaint. If you do choose to make a complaint, contact details for data protection authorities in the European Territories are available from the European Data Protection Board website.
In some cases, we act as a processor for our Customers (for example, when our Customers use the Service to communicate with prospects regarding business opportunities). In cases where we act as a processor, you should direct any requests to exercise your data protection rights to the relevant Customer or User of our Service, not to us. If you are uncertain whether we process your personal data as a controller or a processor in any specific context, you can contact us at contact@recepto.ai for more information.
Data retention: The data we process in providing the Service is non-sensitive personal data and not subject to any sector specific data retention requirements.
We retain such personal data for as long as it is useful in our products, either as an actual data point or in order to derive, correct or validate other data points, and provided that we are comfortable that the data is accurate and can be relied upon.
We delete personal data when (a) it is no longer used for any purposes, or (b) a data subject requests deletion of their personal data or objects to us processing their data pursuant to their GDPR or other state or national rights (unless we have a valid legal justification to retain it, such as to resolve disputes or comply with our legal obligations). Where applicable, we also retain personal data which is necessary to keep in a suppression file, i.e., so if we obtain someone's data again, we will be able to exclude it from use.
Acceptable Use Policy
This Acceptable Use Policy applies to Recepto’s Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination.
When using the Services, these rules apply:
B2B Operations only – You are engaged in business-to-business services such that recipient of your services are enterprises/business organizations and not individuals
Comply with applicable laws – Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
Don’t harm yourself or others – Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
Observe safeguards - Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
Manage Regulated Advice - Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
No Deception - Don’t cause harm by intentionally deceiving or misleading others, including:
Seeking unauthorized access to online accounts;
Disinformation or misinformation;
Impersonating another individual or organization without consent or legal right; and
Failing to disclose to people that they are interacting with AI, unless it's obvious from the context.
Appropriate for All Ages - Don’t use the Services in a manner inappropriate for minors.
No Sexual Content - Don’t create sexually explicit or suggestive content.
No Automated Decision-making - Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including conducting automated decision-making without a review mechanism.
Respect IP Rights – Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
Don’t Collect “Sensitive” Information. Don’t use to collect drivers license numbers, passport numbers, Aadhar or similar numbers, bank, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.
Acceptable Use Policy
This Acceptable Use Policy applies to Recepto’s Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination.
When using the Services, these rules apply:
B2B Operations only – You are engaged in business-to-business services such that recipient of your services are enterprises/business organizations and not individuals
Comply with applicable laws – Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
Don’t harm yourself or others – Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
Observe safeguards - Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
Manage Regulated Advice - Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
No Deception - Don’t cause harm by intentionally deceiving or misleading others, including:
Seeking unauthorized access to online accounts;
Disinformation or misinformation;
Impersonating another individual or organization without consent or legal right; and
Failing to disclose to people that they are interacting with AI, unless it's obvious from the context.
Appropriate for All Ages - Don’t use the Services in a manner inappropriate for minors.
No Sexual Content - Don’t create sexually explicit or suggestive content.
No Automated Decision-making - Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including conducting automated decision-making without a review mechanism.
Respect IP Rights – Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
Don’t Collect “Sensitive” Information. Don’t use to collect drivers license numbers, passport numbers, Aadhar or similar numbers, bank, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.
Recepto Intelligence Network Policy
Meaning
Recepto Intelligence Network refers to the group of entities that are (i) customers of Recepto’s Services (ii) have agreed to be part of this network and (iii) have signed up to be subject to this Agreement including this Policy.
Opt-in
Access to Recepto Intelligence Network shall be based on a voluntary opt-in through the platform. Customers will get incentives to be part of and contribute to the Recepto Intelligence Network. Participation in the network shall require them authorizing Recepto to pass on Non-relevant Outputs generated by the Customer and its End-Users by their Use of the Services. From time to time, Recepto might change or modify the incentives
Charges
There are currently no charges to be part of Recepto Intelligence Network other than the fees payable for the Services. This may change in the future for which Recepto shall provide advance notice with an opt-out right.
Compliance with Policies
Participation in Recepto Intelligence Network is subject to the participating entity complying all with Recepto policies. Recepto reserves the right to cancel participation of any entity when it has reasonable ground to believe in breach of any policies by such entity.
The unexciting but important terms and conditions for using Recepto Services.
Last updated: 30th Mar, 2025
These Terms and Conditions (“Terms”), along with any other terms set out in the ordering page or user interface through which Customer purchases a subscription or enables access (“Site”), or an ordering document (collectively the “Agreement”), set forth the terms and conditions under which Quick Response Technologies Pvt. Ltd. (“Service Provider” or “Recepto”) will provide access to certain proprietary technology to the organization or individual identified on the Site and agreeing to this Agreement (“Customer”). The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) Service Provider’s technology services indicated on the Site (“Software”). These Terms must be read along with the privacy policy of Recepto published on its website; any capitalized term used herein but that is not defined shall have the same meaning as ascribed to it in the said privacy policy. By clicking "I agree" or similar assent, signing an order document, or using the Software or Services (as defined below), you agree to the Agreement as a Customer.
If you are agreeing to this Agreement by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these Terms, otherwise you must not sign up.
LICENSE GRANT and RIGHT OF USE
License Grant. Subject to all limitations and restrictions contained herein, Recepto grants Customer a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by Recepto as described in the Site (“Use”). During the Term (as defined below), Recepto grants Customer a non-exclusive right to access and Use the SaaS (“Services”). This right also includes the use of Service Provider's application programming interfaces ("APIs") to integrate the Services into third party online services (each a "Third Party Application") used by End Users (as defined below). Customer may only Use the Software for its own internal business needs and may not use it for timesharing or service bureau or otherwise operate the Software for the benefit of any third party or any affiliate of Customer. The rights granted herein shall terminate automatically upon expiration of the Subscription Term or any Renewal Term (defined herein). The Customer is granted the nature of license as set forth in the Site or the ordering document.
Responsibilities for Customer's Account. Customer shall ensure that all individual employees or representatives that are authorized to use the Software and the Services (“End User”) access the Third Party Application through legitimate means using valid access credentials. Customer will promptly notify Recepto if Customer becomes aware of any unauthorized access to or use of Customer's account or Recepto's Services.
Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined below) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behaviour in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, decompiling or (v) using any means or form of technology malpractice that inter alia those designed for cyber security attacks. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Service Provider’s Confidential Information solely in connection with the Software and pursuant to these terms of this Agreement.
Prohibited Uses. Customer will not, and will not permit End Users to:
(a) use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Recepto’s policies including the Acceptable Use Policy annexed hereto (and as may be set out and updated in the Site or Recepto’s website) (“Service Provider Policies”); (b) use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights; (c) send or allow or enable Recepto’s access to any personally identifiable information of natural individuals (including Customer’s employees, contractors, agents and representatives) without obtaining their prior written consent; (d) allow minors to use Service Provider's Services; (e) use Output to develop any artificial intelligence models that compete with Recepto's products and services; (f) use any method to extract data from the Services other than as permitted through the APIs or any other User interface; or (g) buy, sell, or transfer API keys from, to, or with a third party
Compliance with Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.
Maintenance. Recepto shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Recepto as defects in the Software (“Maintenance and Support Services”). A response is not a guarantee of a solution to the reported problem; however, Service Provider will keep Customer apprised of the resolution closure.
OUTPUTS/LEAD CARDS
As part of the Services, each Customer receives certain information captured as an output card (“Output” or “Lead Card”) that correlates to certain criteria and preferences set out at the time of set-up of the Services by it. Customer and/or the End User shall be entitled to update and/or revise the preferences / applicable criteria at such time, frequency and manner as set out in the Services settings. Recepto compiles these Lead Cards by processing a vast number of signals (including any signals that may be received from the Customer), data sets, whether licensed by it from any specific source or that are available generally over the internet, all of which are then processed through Recepto’s artificial intelligence tools to prepare the said Lead Card.
The parties agree and understand that all proprietary rights interest and title, in and or in relation to Lead Cards shall lie with Recepto or its licensors as applicable and no such proprietary rights shall pass on to the Customer. When any signal is received from the Customer and is used as-is in preparing a Lead Card, the proprietary rights in such signal shall lie with the Customer.
The Customer further acknowledges that Recepto shall utilize and rely upon various data sets procured from public sources in putting together the Lead Card and no proprietary rights shall pass thereon to the Customer, provided however, proprietary rights in any report, card, compilation or report (including the Lead Cards) including those that include any data collected from such publicly available resources shall lie solely with Recepto.
For the sake of clarity, the Customer shall be entitled to use the Output in any manner for its internal business purposes including transferring or assigning it to any other entity for such internal use only
Non-relevant Outputs. “Non-relevant Outputs” shall mean an Output that is categorized as non-relevant for a Customer based on the preference parameters set by the Customer. Non-relevant Outputs as generated from the Customer or End User’s use of Recepto could be deemed to be relevant for other customers of Recepto who are part of the Recepto Intelligence Network. The Customer acknowledges that such Outputs that are non-relevant for its own purpose could be stored, processed or used for the benefit of other customers of Recepto that are part of the Recepto Intelligence Network. No Non-relevant Outputs generated from the Customer’s (or its End Users’) Use of the Services shall be communicated as Output to any other customer of Recepto unless that particular Customer itself is part of Recepto Intelligence Network.
PAYMENT
Fees. All payments for the Initial Subscription Term (as defined below) of the Services shall be made in advance at the time of subscribing to the Service, as per the requirements set out on the Site or in the ordering document. The Customer acknowledges and agrees that once a payment has been processed, it cannot be reversed or refunded, regardless of the circumstances.
Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties), which shall be itemized and charged to the Customer. Customer shall reimburse Recepto Provider and hold Recepto harmless for all sales, use, GST, excise, property or other taxes or levies which Recepto is required to collect or remit to applicable tax authorities. This provision does not apply to Recepto’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate.
Security and Privacy
Security Program. Recepto shall maintain an information security program, including the adoption and enforcement of internal policies and procedures, designed to: (a) protect the Software and Customer Content against accidental or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable and internal risks to security and unauthorized access; and (c) minimize security risks through regular risk assessments and testing.
Security Obligations. As part of its information security program, Service Provider shall: (a) implement and maintain a written information security program; (b) maintain an incident response and disaster recovery process; and (c) conduct periodic reviews of its security measures.
Personal Data. If Customer uses the Services to process personal data, Customer must: (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, and (b) process personal data in accordance with applicable law.
OWNERSHIP Of SERVICES
Reservation of Rights. By agreeing to this Agreement, or by using the Services, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software and/or Service Provider materials provided to Customer. Recepto shall own all right, title, and interest in such Software and Recepto’s materials, subject to any limitations associated with intellectual property rights of third parties. Recepto reserves all rights not specifically granted herein.
Aggregate Data. Recepto owns and shall continue to own all right, title and interest in and to all Aggregate Data. “Aggregate Data” means any of the following information that has been aggregated with other similar information of other Recepto customers, and anonymized so that it does not reveal any personally identifying information or information identifying Customer: (a) information related to how Recepto’s customers are using the Software and its services including Recepto Intelligence Network, (b) information related to the performance of the Recepto Intelligence Network and its services, including the resolution to and the type, quantity, and cause of inputs, nature, type and category of Outputs, including any statistical analysis, benchmarking reports or comparison data and (c) any other information that provides insight into Recepto’s business. Aggregate Data may be used to build and train artificial intelligence models.
CONFIDENTIALITY
Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. The inputs from Customer that do not meet the exceptions noted below are Customer Confidential Information.
Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Recepto’s Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Recepto; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.
Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
Ownership of Confidential Information. Nothing in this Agreement shall 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 Recepto’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 this Agreement. 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.
Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors (as defined below) who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfil its obligations under this Section.
Data Processing Agreement. The parties agree that they will also in addition to terms of Section 6 be bound by terms of the data processing agreement here;
Suggestions/Improvements to Software; Learnings. Notwithstanding this Section 6, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Recepto’s materials provided to Customer shall be owned by Recepto, and Customer hereby agrees to assign any such rights to Recepto. Nothing in this Agreement shall preclude Recepto from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Recepto in the performance of services hereunder.
WARRANTY
Authorized Representative. Customer and Recepto warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.
Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT FOR THE WARRANTIES IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND RECEPTO AND ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. DESPITE ANYTHING TO THE CONTRARY, RECEPTO MAKES NO REPRESENTATIONS OR WARRANTIES (A) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT OUTPUTS/LEAD CARDS WILL BE ACCURATE, OR (D) WITH RESPECT TO THIRD PARTY OFFERINGS.
Additional Disclaimers. Without limiting in any way, the breadth of the above Disclaimer of Warranties, the parties agree as follows.
No Warranty of Accuracy. Recepto does not warrant that the Service will always provide accurate, complete, reliable, or timely responses. The accuracy, quality, and relevance of the Service’s responses are dependent on the input that is provided by the End Users within the Customer's organization. Recepto makes no representations or warranties that the input provided to the Service are correct, sufficient, or up-to-date, nor does it guarantee that the Service will be able to answer every query.
Limitations of Outputs. The Service Provider does not accept any responsibility or liability for any consequences arising from the use of the Lead Cards. The Lead Cards are based on the signals and other inputs that are collected from public sources and its end-use and effectiveness is affected by various factors none of which are in the control of Recepto. The Customer acknowledges and agrees that the Service’s responses are not guaranteed to be free from errors or omissions, and that the Service’s learning process is an ongoing one that may take time to improve.
No Guarantee of Human-Free Interaction. While this is designed to reduce the need for human intervention over time, the Service Provider does not guarantee that the Service will always be able to function adequately without any human involvement.
No Liability for Third-Party Integrations. Services may integrate with Third Party Applications. Service Provider does not accept any liability for issues arising from these Third-Party Applications, including but not limited to connectivity issues, data breaches, or errors in third-party services that may affect the operation of Services. Customer shall at all times comply with the restrictions, limitations and terms of usage of such Third-Party Applications. Customer agrees to the terms of any applicable end user license agreement with the Third-Party Applications necessary for its use. Notwithstanding any language to the contrary, Customer agrees that all times ensure that it has the appropriate rights, consents and authorizations to communicate to Recepto any personally identifiable information for the purpose of receiving the Services.
INDEMNIFICATION
Indemnification by Recepto. Recepto agrees to defend, indemnify, and hold Customer harmless from and against any damages or settlement amounts awarded by a court of competent jurisdiction or agreed to in a settlement, arising out of a third-party claim alleging that the Services, including any training data used by Recepto to train a model that powers the Services, infringe any third-party intellectual property rights. This indemnification obligation does not cover claims to the extent they arise from (a) the integration or use of the Services with any products, services, or software not provided by Service Provider or on its behalf, (b) any fine-tuning, customization, or modification of the Services by any party other than Recepto, (c) any signal data provided by Customer to Recepto, (d) Customer's use of the Output, (e) Customer’s failure to adhere to the terms of this Agreement, Service Provider Policies, or to applicable laws, regulations, or industry standards. Should Recepto reasonably believe the Services are, or may become, the subject of an infringement claim, it shall, at its own expense, (x) secure for Customer the right to continue using the Services under the terms of this Agreement, (y) replace or modify the Services to make them non-infringing, or (z) if options (x) and (y) are not commercially feasible, terminate this Agreement with written notice to Customer and refund any prepayments for Services not yet rendered. Customer is required to comply promptly with all reasonable instructions from Service Provider in relation to the options provided under sub-sections (x) or (y), including any instruction to cease use of, replace, or modify any Service implicated by such a claim.
Indemnification by Customer. Customer agrees to indemnify, defend, and hold Recepto and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) incurred in connection with any third-party claim arising out of: (a) Customer's use of the Services in a manner that violates this Agreement or the applicable Service Provider Policies, (b) Customer's use of the Output, or (c) any input provided by Customer.
Procedure for Indemnification. The party seeking indemnification must provide the indemnifying party with prompt written notice of any claim, cooperate reasonably in the defense or investigation of such claim (including the preservation and provision of relevant Customer Content), and allow the indemnifying party sole control over the defense and settlement of the claim. However, the indemnified party has the right to participate in its defense at its own cost. The indemnifying party cannot settle or compromise any claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed, except where the settlement fully absolves the indemnified party of liability, does not affect the indemnified party’s rights, and does not require an admission of liability by the indemnified party. THE REMEDIES SET FORTH IN THIS SECTION 8 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO EITHER PARTY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SERVICES OR CUSTOMER CONTENT.
LIMITATION OF LIABILITY
Liability Cap. IN NO EVENT SHALL RECEPTO BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Disclaimer of Damages. IN NO EVENT SHALL RECEPTO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
TERM AND TERMINATION
Term and Renewal. Subject to any earlier termination as expressly provided below, this Agreement is for the period set forth at the time of order on the Site or any ordering document (“Initial Subscription Term”) and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (each a “Renewal Term”), unless either party requests termination at least 30 days prior to the end of the then current term. The Initial Subscription Term, and each Renewal Term(s) thereafter, are respectively referred to as the "Subscription Term". The annual Fees for any Renewal Term shall be the Recepto’s then-current subscription price for the applicable Software as priced at the time of renewal (the “Renewal Price”). The Renewal Price could be auto-debited from the Customer’s credit card account used to pay for the Initial Subscription Term on the last day of such Initial Subscription Term or the Renewal Term, as the case may be. The Renewal Price can be obtained by Customer from Recepto by emailing [contact@ripplelabs.ai] with the title “Current Subscription Price Request” and providing written notice as provided below, no less than ninety (90) days prior to end of the then-current Subscription Term. Customer’s notice of non-renewal must be sent to the Recepto at: [contact@ripplelabs.ai] or such other email address provided to Customer by Recepto from time to time, in writing. The Parties agree that any negotiation of the Fees or terms and conditions for the Renewal Term shall not modify the automatic renewal provision contained in this Agreement. Any modification or termination of the renewal provisions of this Agreement shall require a written agreement between the Parties. CUSTOMER ACKNOWLEDGES THAT UNTIMELY NOTICE OF TERMINATION, OR TERMINATION NOTICES SENT TO THE INCORRECT SERVICE PROVIDER EMAIL ADDRESS SHALL NOT BE EFFECTIVE FOR THE TERMINATION OF THIS AGREEMENT.
Termination by Recepto. This Agreement and any license created hereunder may be terminated by Recepto (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently towards a cure.
Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. Upon termination of this Agreement, Recepto will delete all Customer Content from its systems within 30 days, unless Recepto is legally required to retain it.
Suspension. If Recepto, in good faith, believes that Customer has breached the Agreement or determines that Customer is using the Service in such a way as to negatively impact its ongoing business interests, Recepto may suspend Customer’s access to the Services, without refund, in addition to such other remedies as Recepto may have at law or pursuant to the Agreement. Whether breach results in suspension and/or termination of access shall be at Recepto’s sole discretion.
Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.
MISCELLANEOUS
Assignment. Customer may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Recepto. Any assignment or transfer in violation of this Section shall be null and void.
Updates. Recepto may update the Agreement or the Service Provider Policies by posting the update on our website. Customer's continued use of, or access to, the Software after an update goes into effect will constitute acceptance of the update. If Customer does not agree with an update, Customer may stop using the Software or terminate this Agreement under the termination clause specified in this Agreement. Except for an update to comply with applicable law, updates to the Agreement or the Service Provider Policies will not apply to: (a) disputes between Customer and Recepto arising prior to the update; or (b) orders signed by Customer and Recepto (as opposed to agreed to on an online ordering page) prior to Recepto notifying Customer of the update. However, to the extent an update relates to a Service or feature launched after an order is placed, it will be effective upon Customer's first use of such Service.
Survival. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.
Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address of Recepto as set out in the Site and of the Customer as provided at the time of signing up to the Services or to such other address as the parties may designate in writing. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
Subcontracting. Recepto shall have the right to use third parties, including employees of Service Provider’s affiliates and subsidiaries (“Subcontractors”) in the performance of its obligations and services hereunder and, for purposes of this Section, all references to Recepto or its employees shall be deemed to include such Subcontractors.
Force Majeure. Recepto shall not be liable to Customer for any delay or failure of Recepto to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Recepto. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
Modifications. The parties agree that this Agreement cannot be altered, amended or modified other than as permitted in Section 11.2 (Updates), except by a writing signed by an authorized representative of each party.
No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
Governing Law. This Agreement shall be governed and interpreted by the laws of the India without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this agreement shall be brought in the competent courts located in Bangalore, India and each party hereby submits to the exclusive jurisdiction of such courts.
Entire Agreement. This Agreement constitutes 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 thereto.
Acceptable Use Policy
This Acceptable Use Policy applies to Recepto’s Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination.
When using the Services, these rules apply:
B2B Operations only – You are engaged in business-to-business services such that recipient of your services are enterprises/business organizations and not individuals
Comply with applicable laws – Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
Don’t harm yourself or others – Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
Observe safeguards - Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
Manage Regulated Advice - Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
No Deception - Don’t cause harm by intentionally deceiving or misleading others, including:
Seeking unauthorized access to online accounts;
Disinformation or misinformation;
Impersonating another individual or organization without consent or legal right; and
Failing to disclose to people that they are interacting with AI, unless it's obvious from the context.
Appropriate for All Ages - Don’t use the Services in a manner inappropriate for minors.
No Sexual Content - Don’t create sexually explicit or suggestive content.
No Automated Decision-making - Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including conducting automated decision-making without a review mechanism.
Respect IP Rights – Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
Don’t Collect “Sensitive” Information. Don’t use to collect drivers license numbers, passport numbers, Aadhar or similar numbers, bank, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.
Acceptable Use Policy
This Acceptable Use Policy applies to Recepto’s Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination.
When using the Services, these rules apply:
B2B Operations only – You are engaged in business-to-business services such that recipient of your services are enterprises/business organizations and not individuals
Comply with applicable laws – Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
Don’t harm yourself or others – Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
Observe safeguards - Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
Manage Regulated Advice - Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
No Deception - Don’t cause harm by intentionally deceiving or misleading others, including:
Seeking unauthorized access to online accounts;
Disinformation or misinformation;
Impersonating another individual or organization without consent or legal right; and
Failing to disclose to people that they are interacting with AI, unless it's obvious from the context.
Appropriate for All Ages - Don’t use the Services in a manner inappropriate for minors.
No Sexual Content - Don’t create sexually explicit or suggestive content.
No Automated Decision-making - Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including conducting automated decision-making without a review mechanism.
Respect IP Rights – Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
Don’t Collect “Sensitive” Information. Don’t use to collect drivers license numbers, passport numbers, Aadhar or similar numbers, bank, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.
Recepto Intelligence Network Policy
Meaning
Recepto Intelligence Network refers to the group of entities that are (i) customers of Recepto’s Services (ii) have agreed to be part of this network and (iii) have signed up to be subject to this Agreement including this Policy.
Opt-in
Access to Recepto Intelligence Network shall be based on a voluntary opt-in through the platform. Customers will get incentives to be part of and contribute to the Recepto Intelligence Network. Participation in the network shall require them authorizing Recepto to pass on Non-relevant Outputs generated by the Customer and its End-Users by their Use of the Services. From time to time, Recepto might change or modify the incentives
Charges
There are currently no charges to be part of Recepto Intelligence Network other than the fees payable for the Services. This may change in the future for which Recepto shall provide advance notice with an opt-out right.
Compliance with Policies
Participation in Recepto Intelligence Network is subject to the participating entity complying all with Recepto policies. Recepto reserves the right to cancel participation of any entity when it has reasonable ground to believe in breach of any policies by such entity.