Terms & Conditions

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.

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.

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.

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.

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; any personally identifiable information of natural individuals provided to Recepto by the client shall be subject to data processing agreement as set out on the Site.
• (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

Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.

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. A response is not a guarantee of a solution to the reported problem; however, Service Provider will keep Customer apprised of the resolution closure.

As part of the Services, each Customer receives certain information captured in a form as determined by Recepto from time to time (presently as a dashboard) ("Output" ) 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 Outputs by processing a vast number of signals (including any signals that may be received from the Customer) and data sets, compiled from Publicly Available Sources (as defined) over the internet, all of which are then processed through Recepto's artificial intelligence tools to prepare the said Output. The term "Publicly Available Sources" as used herein shall mean data sets captured from (i) freely accessible (both in terms of payment and access rights) search engines, (ii) online directories, (iii) third party vendors who collate, catalogue and license information that is available in an un-restricted manner over the internet.

The parties agree and understand that all proprietary rights interest and title, in and or in relation to Output shall lie with Recepto or its licensors as applicable and no such proprietary rights shall pass on to the Customer.

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.

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.

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.

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.

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.

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.

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, (b) information related to the performance of the 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.

"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.

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.

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.

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.

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 WILL BE ACCURATE, OR (D) WITH RESPECT TO THIRD PARTY OFFERINGS.

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.

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.

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.

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. Do not advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or for the individuals targeted
• 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.
• No Deception, Harassment – Don't cause harm by intentionally deceiving or misleading others or defraud, deceive, threaten or mislead anyone, or promote or engage in discrimination, harassment or hate speech
• Respect IP Rights – Don't provide or use inputs in violation of another person or organization's intellectual property rights.

In addition, the following communication practices are prohibited in connection with Customer's use of the Services or Outputs: (i) sending emails/messages from a group distribution alias such as marketing@; (ii) using a false identity or pseudonym to send emails / messages; (iii) sending commercial emails / messages that do not include an opt out message or that otherwise fail to comply with applicable privacy law; or (iv) sending emails / messages that generate an unacceptable level of bounces, spam or complaints, to be determined in Recepto's sole discretion.