Please read these Terms & Conditions carefully. Acceptance of these Terms & Conditions create an agreement (the “Agreement”) between “Customer” (You as individual, or the Organization that you are representing as an Authorized Representative) and WOAS Technology Pvt. Ltd. (“Wooqer”) regarding access to and use of this website (www.wooqer.com), other URLs served by Wooqer, use of Wooqer Platform Services (Private Internet) as well as any Additional and Partner services on Wooqer Platform, subscribed by Customer and/or Users who the Customer has extended the Private Internet Access to. These Terms & Conditions govern the scope of use, subscription, payment, commitment and responsibilities of Customer, Users and Wooqer. By accepting this Agreement on behalf of an Organization or an individual, you represent that you have the authority to bind the Customer to this Agreement.
EFFECTIVE DATE AND TERM
The terms and conditions shall become effective from the date of first Annual License payment receipt (“Effective Date”) and shall continue till the time there is an Active Private Internet for the Customer.
KEY CONTRACT TERMS
The Platform Services include the all URLs (including but not limited to www.wooqer.com) serviced by WOAS Technology Pvt. Ltd., core infrastructure with tools to create, assign, manage and analyze content and content usage across the defined network (organization). Platform Services facilitate content creation, process design and administration, communication management, and tracking of progress, performance, activity while giving access to data collected through processes at any distanced location with online connectivity. The Platform Services may evolve for better over time based on feedback received from all Customers and Users of Wooqer. Following are the features that constitute the Platform Services: 2.1.1 Users End Users with access to Wooqer as extended by the Customer. These Users have access to Wooqer. 2.1.2 Talk The ability to communicate in with one or more Users in written form. The Platform Service extends to Tasks and Approvals available on mobile. 2.1.3 Modules Share files (with or without questions attached to them) with Users.2.1.4 Process This Platform Service covers the ability to create, assign, launch & track one-time or periodic forms with web and mobile access for the User. 2.1.5 Retrospective Video broadcast to Users of the Private Internet. 2.1.6 Survey Create, Assign, Launch a& Track one-time or periodic surveys with web and mobile access. 2.1.7 Reports The ability to view and analyze visits and time spent on Modules & Chapters. These also extend to the data aggregated through a Process or a Survey. 2.1.8 Online Payment The ability to pay the annual license, on-boarding fee and monthly payments through the Platform Services. Refer Modes of Payment for online payment details.
Wooqer may tie up with partners to provide their services through the platform. Details of Partner services available on platform shall be made available to customer and customer will have an option to avail those services as per applicable pricing.
Wooqer may at a later date make available to customer, additional services that are not part of the core platform. Customer shall have an option to avail such services as per applicable pricing. Other License Terms and Conditions may apply.
Wooqer may alter or remove existing parts of the Platform Services or launch new Platform Services from time to time. Some of these shall be a part of Platform services and would be available to the customer free of cost, whereas others may be independent offers with a separate fee structure. Other License Terms and Conditions may apply to these updates and supplements. Wooqer reserves the right to withdraw existing Platform Services after a minimum of sixty (60) days notice to the Customer.
In addition to the fixed Charges (Annual License and on-boarding fees), or charges defined as per Pay per use, or Additional Services or Partner Services. Please refer the details for Pay per use Charges on https://www.wooqer.com/pricing
1. Geographic Location
The Customer must be registered in India to subscribe to Wooqer lite and Wooqer learning. Service Tax is applicable under the laws of Indian and is subject to change for the all transactions made to Wooqer. Wooqer reserves the right to deny service to Customers outside India which subscribe to “Wooqer lite” or “Wooqer learning” directly from www.wooqer.com or any other Platform Services without electronic confirmation from the Wooqer Sales team.
2. Billing and Payment
Annual License, and other non-recurring charges (On-boarding fee) shall be billed in advance of the execution of Platform Services, Partner services on platform or Additional Services. Payment for all recurring charges for full periods during which Pay per use or Additional Services are to be provided shall be billed following the execution of Platform Services. Billing shall be monthly starting on the first of each period and running through the end of each period (the “Billing Cycle”). Wooqer will submit an Invoice, in an electronic format to the Customer monthly in respect of Pay per use Charges or Additional Services due for the relevant period. Wooqer reserves the right to determine in its sole discretion the format of the Invoice.
3. Due Date and Invoice
All amounts stated on each Invoice are due and payable on the Due Date stated in the Invoice. Customer agrees to remit payment to Wooqer through RTGS or cheque or Payment Gateway as per details mentioned in Modes of Payment. In the event Customer fails to make full payment of Balance outstanding, including any prior Balances or late fees (the “Balance”) by Due Date, Customer shall also pay a late fee of two percent (2%) of the unpaid Balance per month, which shall accrue from the Due Date. Wooqer reserves the right to discontinue the Platform Services if the outstanding Balance is not cleared within thirty (30) days of Due Date.
Customer acknowledges and understands that all charges are computed exclusive of any applicable service, excise, valued added, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income taxes imposed on Wooqer), whether charged to or against Wooqer, its suppliers or affiliates or Customer associated with the Platform Service, Partner service on platform or Additional or Pay per use Services provided to Customer (“Additional Charges”). Customer shall pay such Additional Charges in addition to all other charges provided for herein.
5. Billing Disputes
If Customer in good faith disputes any portion of an invoice it must pay the undisputed amount of the Invoice on or before its Due Date and provide written notice to Wooqer of the billing dispute within seven (7) days after Invoice Date. Such notice must include documentation substantiating the dispute. Customer’s failure to notify Wooqer of a dispute within period shall be deemed to be Customer’s acceptance of such charges. The parties will make a good faith effort to resolve disputes as expeditiously as possible. If a dispute is resolved in favor of Customer, Customer shall receive an adjustment in the next bill. In the event of over billing, Customer may request billing adjustments substantiated by underlying documentation till (a) Within sixty (60) days of provided license, or (b) Sixty (60) days after the relevant Invoice Date, whichever is later. If Customer has no balance outstanding, a payment for such amounts will be issued to Customer within thirty (30) days of verification of the claim. If Customer has a Balance outstanding at the time, a credit will be issued in the next invoice.
6. Suspension of Service
(a) In the event payment for undisputed amounts is not received from Customer on or before sixty (60) days following the Invoice Date, Wooqer shall have the right to suspend all or any portion of the Platform Services, Partner services on platform or Additional Services to Customer. Wooqer shall exercise this suspension right by providing Customer with a minimum of ten (10) days written notice specifying the Balance Outstanding and the Platform Services and / or Additional Services to be suspended. All suspended services shall be restored within one (1) working day post payment of outstanding Balance including all interest accrued. (b) Suspension of Platform Services, Partner services on platform and/or Additional Services as set forth in this Paragraph shall not affect Customer’s obligation to pay for the Platform Services, Partner services on platform or Additional Services.
If any sales taxes, valued added taxes or similar charges or impositions are asserted against Wooqer after, or as a result of, Customer’s use of Platform Services, Partner services on platform or Additional Service by any local, state, national, international, public or quasi-public governmental entity or foreign government or its political subdivision, Customer shall be solely responsible for such taxes, charges or impositions. Customer agrees to pay any such taxes, charges or impositions and hold Wooqer harmless from any liability or expense associated with such taxes, charges or impositions.
Wooqer may make billing adjustments substantiated with documentation for a period of thirty (30) days after the Due Date of an invoice, or thirty (30) days after the date a service is rendered or changed, whichever is later.
PLATFORM SERVICE PROVISIONS
Wooqer has made arrangements for fail-overs. However, Wooqer shall not be responsible for outage due to an unnatural event like a sea cable affecting all ISP’s cut, acts of god, acts of willful or forced cyber/material terrorism, or which are beyond the control of Wooqer. For Security measures, Wooqer reserves the right to deny service to specific IP addresses.
Licensed Platform Services are licensed to the Customer, not sold. The Customer or the User has no right to:
Wooqer lite: Wooqer reserves the right to upgrade or temporarily suspend the Customer’s license if over 5GB of Storage has been occupied by the Customer’s Data on its Platform Services everyday for more than 15 calendar days. Charges associated with the modified plan will be paid by the Customer. Wooqer learning: Wooqer reserves the right to upgrade or temporarily suspend the Customer’s license if over 10GB of Storage has been occupied by the Customer’s Data on its Platform Services everyday for more than 15 calendar days. Charges associated with the modified plan will be paid by the Customer.
All of the following, when taken together are proof of the Customer’s Annual License: (a) acceptance of this Agreement, (b) On-going conformance to this Agreement, (b) proof of payment from an Indian Bank account, (c) payment receipt from Wooqer.
1. PAST AND ON-GOING CONFORMITY TO THIS AGREEMENT
The Customer is responsible for the ensuring the usage of all Users and/or Authorized Representatives is conforming to the Agreement.
2. RESPONSIBILITIES OF PRIVATE INTERNET ACCESS
The Customer is responsible for the management, activation & deactivation of User that the Customer provisions. The Customer is responsible for the correctness of the User’s information. The Customer must inform Wooqer immediately about the any possible misuse of the User accounts or any security incident related to the Platform Services. The Customer is fully and solely responsible for satisfying itself that the Platform Services are fit for the Users and Wooqer will not provide any warranties in this regard. The Customer is also responsible to clear the Balance accrued by all Users to whom the Private Internet Access has been extended through the Customer’s License.
3. RESPONSIBILITIES OF PRIVATE INTERNET
Customer has sole responsibility for maintaining content, data, reports, surveys, and operation of Platform including but not limited to what is visible to the Users through the platform, services and relevant equipment (“Customer Facilities”). In no event will the untimely activation or non-operation of Customer Facilities relieve Customer of its obligation to pay outstanding charges to Wooqer after the Effective Date.
Customer has limited rights to terminate the License:
In addition to the nonpayment of any sum due hereunder, and non conformance to Terms and Conditions set here Wooqer may immediately suspend Platform services, Partner services on platform or Additional Services in whole or part if the imposition of any government statute, or promulgation of any rule, regulation, or order of the TRAI or other governing body makes Wooqer’s performance commercially impracticable. Wooqer shall endeavour to provide advance notice to the Customer of any suspension or termination of the Platform Services described in these terms and conditions but shall not be required to do so. The Customer shall not be relieved of the obligation to pay the Annual License or monthly charges notwithstanding the suspension or termination of the provision of the Platform Services described in these upto the date of usage or expiration of license, whichever comes later. Monthly charges shall not be applicable for the period of suspension.
The Platform Services contain proprietary and confidential information that is protected by applicable Intellectual Property and other laws and treaties. At no point of time should the Customer do any of the following, or knowingly allow anyone having access to the platform on account of a user id provided by the customer to do any of the following: copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the platform, unless such activity is expressly permitted or required by law or has been expressly authorized by Wooqer in writing. The obligation of confidentiality shall not apply to any information that:
is in or comes into public domain through no fault of the parties hereto, their directors, employees or contractors
is known to the parties hereto before the date of the receipt of the proprietary information,
is acquired by the parties hereto from a third party who has good legal title thereto.
Wooqer warrants that platform services shall be provided to Customer in accordance with the applicable data sheet/core platform set forth in Exhibit A. As Wooqer’s sole and exclusive obligation and Customer’s sole and exclusive remedy for any breach of the foregoing warranty, Wooqer shall use commercially reasonable efforts under the circumstances to remedy failures to conform to such warranty and restore such platform Services to comply with the terms of such warranty. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 4.3 ARE THE EXCLUSIVE WARRANTIES CONCERNING THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PLATFORM SERVICES AND ANY ADDITIONAL SERVICES. WOOQER HEREBY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WOOQER DOES NOT WARRANT THAT (A) INFORMATION INPUT INTO THE PLATFORM SERVICES WILL BE ACCURATE OR FREE OF ERRORS, (B) THE OPERATION OF THE PLATFORM SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR (C) ALL ERRORS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RISK. FURTHER WOOQER SHALL HAVE NO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE PLATFORM SERVICES RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS CONNECTIONS OR EQUIPMENT.
Excepting only liability for Wooqer’s reckless or willful misconduct, Wooqer’s liability arising out of its provision of services hereunder, including but not limited to liabilities arising out of Wooqer’s negligence, mistakes and omissions, interruptions, delays, errors, or other defects in the platform services or breach of contract arising out of the failure to furnish services whether caused by acts of commission or omissions, shall be limited to the extension of allowances for interruptions as set forth in these Terms and Conditions. Such allowances for interruptions shall be the sole remedy for Customer, including any User of Customer, and the sole liability of Wooqer. Hereunder, Wooqer’s liability for damages or losses of any kind arising out of its furnishing services shall in no event exceed an amount equal to its fixed monthly or other charge allocable to the faculty or defective service. Notwithstanding the provisions of the preceding, Wooqer shall not be liable to Customer or any other User for any loss of, defects in, or any inability to furnish service due to Acts of God, Acts of Government, Wars, Internet backbone sabotage, Riots, Strikes, Failure of the internet system, Failure of a certified transmission equipment or other causes beyond Wooqer’s control. Customer shall defend, indemnify and hold Wooqer harmless from any claims in context of Platform Access and Platform Services usage by Users or third parties to whom the Customer has extended Platform Access. Except for Customer’s payment obligations hereunder, in no event either party shall be liable to other for any direct or indirect damages in respect of any matter arising out of or in connection with the provision of the Platform Services described in these Terms and Conditions or for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill, regardless of the foresee ability thereof, occasioned by the termination of customer’s rights to use, or the preemption of or the failure of, or loss of technical quality of, the services or by any delay in commencement of these Terms and Conditions or by any other cause or matter whatsoever.
Customer shall make all arrangements with copyright holders, content (all content types supported by Wooqer platform and deployed by Customer) licensing organizations, authors’ representatives or other parties for necessary authorizations, clearances or consents with respect to transmission contents (“Consents”). Customers and Users shall indemnify and hold harmless Wooqer and partners (“Partner Services on Platform”) against and from any court, administrative, government or agency action, legal case or similar proceeding, whether civil or criminal, private or public, brought against Wooqer and partners arising out of or related to the contents transmitted hereunder (over Wooqer platform(s) or otherwise) including, but not limited to claims, actual or alleged, relating to any violation of copyright law, import/export control laws, failure to procure Consents, failure to meet governmental or other technical content broadcast standards, or that such transmission contents are libelous, slanderous, an invasion of privacy, pornographic, or otherwise unauthorized or illegal. Wooqer may terminate or restrict any transmissions over the platform if, in its judgment, (a) written protest is submitted by any end user over nature of content; or (b) there is a reasonable evidence that content is in violation of country laws or national security (c) or it is established that the content hurts the social sentiments of end users (d) or there is reasonable risk that criminal, civil or administrative proceedings or investigations based upon the transmission contents shall be instituted against Wooqer. Customer agrees not to use Platform Services, Partner services on platform or Additional Services for any unlawful purpose, including without limitation any use, which constitutes or may constitute a violation of any local, state or central obscenity guideline.
If either party’s performance of these Terms and Conditions or any obligation (other than the obligation to make payments) hereunder is prevented, restricted or interfered with by causes beyond its reasonable control including, but not limited to, acts of God, fire, explosion, vandalism, cable cuts, power outage, tsunamis, storm or other similar occurrence including extraordinary cyber attacks or other terrorist attacks, atmospheric conditions, any law, order, regulation, direction, action or request of the Indian Government or federal, national, state or local governments, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority, or by national emergencies, insurrections, riots, wars, strikes, lockouts or work stoppages or other labor difficulties, then the affected party shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference. The affected party shall use commercially reasonable efforts under the circumstances to avoid and remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes cease.
Wooqer’s obligation to provide Platform Services to Customer is subject to the condition that Platform services, Partner services on platform or other Additional Services shall not be used for any unlawful purpose.
Customer understands and agrees that these Terms and Conditions and all documents referenced herein (including invoices and descriptions to Customer for any Services provided hereunder) are confidential between Customer, Wooqer and its affiliates and shall not be disclosed by Customer to any party other than the directors, officers, employees or agents of Customer who have specifically agreed to nondisclosure of the Terms and Conditions hereof. Violation by Customer or its agents of the foregoing provision shall entitle Wooqer, at its option, to discontinue Platform Services to Customer without further obligation or liability to Customer. Customer further agrees that any Customer generated press release, advertisement or publication regarding these Terms and Conditions, Platform Services, Partner services on platform or Additional Services provided hereunder or in which Wooqer, or its affiliates are to be mentioned, will be submitted to Wooqer for its consent prior to publication. Customer understands and agrees that Wooqer may disclose such information as may be required under applicable law including, without limitation, stating nature of service to competent government authority.
The Annual License does not, and shall not be deemed to, convey to Customer title of any kind to the System (hardware/software, algorithms, data center facilities, devices or other facilities utilized in connection with the offered Platform Services, Partner Services on platform, or Additional Services). Nothing in these Terms and Conditions or elsewhere in any commercial arrangement, will be deemed to or require Wooqer to transfer, assign or license any Intellectual Property to the Customer or Users. These Terms and Conditions constitute a “use” (or provisional) license to components that make up the Platform Services as per the plan subscribed by the Customer and does not extend license to resell to third parties by Customer or to any of Wooqer’s Intellectual Property Rights.
The provision of Platform Services, Partner Services on platform or Additional Services shall not create a partnership or joint venture between the parties.
These Terms and Conditions are binding upon and shall inure to the benefit of the parties hereto and upon their respective successors and permitted assignees. Customer may not assign these Terms and Conditions without the prior written consent of Wooqer, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon written notice, either party may assign to a parent, affiliate or subsidiary company without the consent of the other.
Customer and Wooqer agree to work in good faith to extend all reasonable devices to resolve disputes (billing, transaction or relationship related), claims and disagreements amicably. In event the parties fail to converge positions, such matter shall be resolved solely and exclusively pursuant to confidential binding arbitration wherein both parties select a single mutually agreeable arbitrator. If the parties fail to select single arbitrator within 30 days from the date such a need is expressed, counsels of both parties shall be tasked to make the selection. Arbitration shall remain the first course of resolution on all matters between Wooqer and Customer.
No rule of construction requiring interpretation against the draftsman hereof shall apply in the interpretation of this Agreement.
The provisions of this Agreement are for the benefit only of the parties hereto, and no third party may seek to enforce or benefit from these provisions.
If a proceeding is brought for the enforcement of this Agreement or because of any alleged or actual dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, Wooqer shall be entitled to recover reasonable legal fees and other reasonable costs and expenses incurred in such action or proceeding in addition to any other relief to which Wooqer may be entitled.
The failure of either party to enforce any provision hereof shall not constitute the permanent waiver of such provision.
Wooqer will occasionally update these Terms & Conditions to reflect customer feedback and changes in our Platform Services. When Wooqer posts changes to this statement, Wooqer will revise the “last updated” date at the top of this statement. Wooqer encourages Customers and Users to periodically review these Terms and Conditions.