Lexapar Analytics Private Limited Terms of Use Policy
Lexapar Analytics Private Limited Terms of Use Policy
The following terms (“Terms of Use”) govern your (“user” or “you” or “your”) access, viewing or use of www.lexapar.com and any associated application (collectively, along with any replacement website or application, the “Platform”) and the services provided by Lexapar Analytics Private Limited (and its affiliates) (“Lexapar” or “Company” or “us”) by virtue of your Use of the services made available in our Platform. The date on which Terms of Use become binding on you is the date on which you first visit or access the Platform in any manner or access/read/use/rely on any output created using the Platform in any manner (“Effective Date”). You acknowledge that these Terms of Use will be read along with the privacy policy (“Privacy Policy”) of Lexapar and any applicable enterprise level Software Licence Agreement that might be applicable to you based on the manner in which you obtained access to the Platform.
When you create an account on the Platform, you agree to: Provide the requisite amount of current, relevant, complete, and accurate information about yourself and your organisation, as and when prompted to do so; Maintain and update this information, as and when required, to keep it current, complete and accurate. By accepting these Terms of Use and the Privacy Policy and any applicable enterprise level Software Licence Agreement, or by accessing, viewing or using the Platform, you agree to be bound by the Terms of Use and the Privacy Policy and any applicable enterprise level Software Licence Agreement and they constitute your binding legal obligations towards the Company. The Terms of Use may be modified (including suspension, cancellation, discontinuance of the Platform or Services) at any time by the Company by posting the changes on the Platform, and you agree that it shall be your responsibility to ascertain the changes to the Terms of Use by accessing the Platform. Any modified terms shall be applicable to your use of the Platform without need for any further consent.
1. Definitions
Confidential Information means any and all information which is disclosed by a Party to the other Party pursuant to or in connection with these Terms of Use (whether orally or in writing and when such information is expressly stated to be confidential or marked as such or should reasonably be considered under the circumstances of disclosure or due to the nature of the information to be confidential) including, but not limited to, the Proprietary Information of Lexapar; User Data means any information, document, application, file, text or such other material that is provided or uploaded, directly or indirectly, in the Use of the Platform by you; Intellectual Property Right means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database right, design right, moral right or all know-how, Confidential Information or proprietary information, proprietary processes (including, without limitation, business processes), customer lists, all third-party software licenses, whether registered or not; Party means either Lexapar or you; and Parties shall refer to both Lexapar and you collectively; Services means the Platform provided by the Company to the Users; Use or Used means your, direct or indirect, activation or access of Platform or the Services, and/or your execution, access, utilization, employment of the Services, or displaying of information resulting from such use.
2. General
You agree and understand that the Use of the Platform is intended for people who are of the age of 18 years or above (or the applicable age of majority in their country of Use). You hereby represent that you meet this condition and are competent to contract. You understand that for the purpose of effectively using the Platform you will be required to provide accurate information. You represent that you have all rights required to provide the information that you have provided to the Platform, and represent that it is true and accurate. If you register as a legal entity or on behalf of a legal entity or represent a legal entity or Use the Platform on behalf of a legal entity, then you represent that you are duly authorized by such legal entity to register and accept these Terms of Use and the Privacy Policy and bind such legal entity to these Terms of Use and the Privacy Policy and to Use the Platform. You will be solely responsible for your acts on the Platform including those conducted under the username assigned to you. You understand and agree that Lexapar may, in its sole discretion, terminate your access to the Platform without notice and you waive any right to claim access to the Platform or any other claim that you may have.
3. Grant of Right to Use, Intellectual Property Rights, Prohibited Uses
Lexapar hereby grants you a revocable, non-exclusive, non-transferable, limited permission to Use the Platform, for the Term, subject to these Terms of Use. The Parties agree that you shall at all times retain the title to and the Intellectual Property Right over the User Data. As between the parties, Lexapar retains all right, title and interest in and to the Platform, Services or its software and in all related copyrights, trade secrets, trademarks and any other Intellectual Property Rights embodied therein or used in association with the Platform, Services or its software. No right or license will be implied by estoppel or otherwise, other than the rights and license expressly granted to you under this Agreement. For the avoidance of doubt, all rights in relation to the Platform, Services or its software not expressly granted in this Agreement are reserved by Lexapar. If you provide any suggestions, feedback or improvements to the Platform, Services or its software, Lexapar will have the right to use and have others use such suggestions, feedback and improvements for any purpose. Without prejudice to Clause 3(2) above Lexapar shall not be restricted (a) from collecting, storing, analysing and using the data related to the Use of the Platform; and (b) from analysing the User Data, for enhancing the capabilities of the Platform and Services, tracking your usage of the Platform and Services, tracking Platform performance, producing marketing and sales materials, benchmarking studies and Platform development. Such data shall be Lexapar’s Intellectual Property. Without prejudice to the generality of the foregoing, you acknowledge that all the data and information created/generated during and in the course of availing the Services, through the Platform, may be recorded and stored by the Company. The Company may aggregate such data from multiple Users (such stored and aggregated data being the “Database”), which shall be the sole intellectual property of the Company. To the extent that the User has any Intellectual Property vested in the Database, the User hereby assigns, without limitation, the rights vested in such intellectual property exclusively in favour of the Company, in perpetuity and worldwide.
Notwithstanding anything contained in these Terms of Use, Lexapar reserves the right to capture certain model weights, learnings, and other data-derived insights as part of the machine learning processes applied to your data. Lexapar retains exclusive ownership of all such model weights, learnings, and any corresponding intellectual property, including any improvements, modifications, or innovations derived therefrom. Lexapar shall adhere to reasonable security measures deemed by Lexapar to be appropriate in accordance with all applicable data protection laws and the Privacy Policy, for the commercial deployment of the Platform including, without limitation, using reasonable measures to secure the User Data from unauthorised access and modifications. You acknowledge that the ownership of and title in and to all Intellectual Property Rights in the Platform, are and shall remain with Lexapar or its third-party licensors. Any violation may result in a copyright, trademark or other intellectual property right infringement that may subject the User to civil and / or criminal penalties under applicable law. Prohibited Uses: You shall not host, display, upload, modify, publish, transmit, store, update or share any information that: (a) belongs to another person and to which the user does not have any right; (b) is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force; (c) is harmful to child; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact; (g) impersonates another person; (h) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation; (i) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; (j) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person. Further you shall not commit Abuse. Abuse means in the your access and Use of the Platform (i) you sharing passwords and other authentication credentials; (ii) permitting the Use of the Platform by any unauthorized third party; (iii) to initiating denial of service (including DoS attack) or attempt to introduce malicious code; (iv) building applications that interact with, or combine applications with, the Platform which negatively affect the performance of the Platform; (v) for any commercial purpose; or (vi) in a manner that is not consistent with the objectives of these Terms of Use.
You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing;” (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. the Company will investigate occurrences that may involve such violations involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform. We may provide link to third-party websites. However, we are not responsible for the availability or proper functioning of such linked pages or sites, and we will not be held responsible for any loss or inconvenience encountered as a result of your usage of such third-party links. Furthermore, you agree and acknowledge that the Company disclaims all liability in this regard and you will be governed by the terms of use or privacy policy of such third-party website. Furthermore, notwithstanding the generality of the foregoing, you agree to defend, indemnify and hold harmless the Company, its contractors, affiliates, employees, directors, officers, representatives, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney’s fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to us by your use of such third-party links.
Should you have any grievance with respect access or usage of computer resource by any person, you can notify your complaints to the Company at contact@lexapar.com
4. Authentication, e-signatures
When using the redaction and/or conversion feature(s) of the Platform, the following terms apply in addition to the other disclaimers and limitations in these Terms of Use: We use technology and solutions provide by third parties to facilitate redaction and conversion of documents on our Platform. In addition to these Terms of Use, you will have to agree to and comply with the terms of such third parties. PDF technology powered by ApryseTM and distributed by Lexapar Analytics Private Limited under license. All rights reserved.
5. Certain AI model features have been built with Meta Llama 3.1. A copy of its terms may be found at https://llama.meta.com/llama3_1/license/. Llama 3.1 is licensed under the Llama 3.1 Community License, Copyright © Meta Platforms, Inc. All Rights Reserved.
6. Warranty
You hereby warrant that you have all necessary authority, approvals and consents to share the User Data with us. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT LEXAPAR DOES NOT MAKE ANY WARRANTY THAT THE PLATFORM OR THE SERVICES SHALL COMPLY WITH, ADHERE TO OR BE FIT FOR, YOUR REQUIREMENTS. BY ALLOWING USE OF THE PLATFORM AND SERVICES, LEXAPAR DOES NOT UNDERTAKE ANY RESPONSIBILITIES FOR ANY LIABILITIES OR CONSEQUENCES THAT MAY ARISE OUT OF SUCH USE. LEXAPAR IS NOT RESPONSIBLE FOR ANY FAILURE OF ANY COMMUNICATIONS LINKS UTILISED BY YOU TO GAIN ACCESS TO AND USE THE PLATFORM AND/OR SERVICES. LEXAPAR DOES NOT REPRESENT THAT THE PLATFORM AND/OR SERVICES WILL BE UNINTERRUPTEDLY AVAILABLE OR BE ERROR FREE. LEXAPAR HAS NO CONTROL OVER THE USER DATA UPLOADED OR GENERATED BY YOU IN THE USE OF THE PLATFORM AND SERVICES. LEXAPAR UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY USER DATA UPLOADED OR INPUTTED BY YOUR USE OF THE PLATFORM AND SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, LEXAPAR HEREBY DISCLAIMS AND EXPRESSLY WAIVES ALL OTHER, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF LEXAPAR OR THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR OF NON-INFRINGEMENT EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE.
Lexapar does not provide any legal advice or advice regarding applicable law or advice regarding execution or attestation of documents or registration or stamping of instruments, deeds and agreements. The Company disclaims any liability for any consequences or liability that may accrue to you as a result of using or accessing the Platform.
7. Term & Termination
These Terms of Use will come into force on the Effective Date and will continue to be in force unless terminated earlier as set forth herein (“Term”).
Lexapar reserves the right to terminate or suspend your user account or your access to the Platform at any time, at its sole discretion and convenience if you violate these Terms of Use or any applicable law. Upon termination of these Terms of Use, you will immediately cease the Use of the Platform and Services due from the effective date of termination. Those provisions, which by their nature are intended to survive the termination of these Terms of Use, shall survive the termination or expiration of this Terms of Use.
8. Confidential Information
During the Term, each Party may exchange and/or provide the other Party with access to its Confidential Information. Each Party shall maintain the secrecy of the other Party’s Confidential Information using reasonable standards and shall not permit the disclosure or duplication of Confidential Information to any third party other than an employee, agent or representative of the receiving Party who needs such information for the performance of the obligations hereunder and has a written obligation to maintain confidentiality of the information. The obligations with respect to the Confidential Information disclosed pursuant to this Terms of Use shall continue to bind the Parties for a period of five (5) years following the termination or expiry of these Terms of Use. The receiving Party may disclose Confidential Information where the contemplated disclosure is required by applicable law, provided that, where permitted by applicable law, the receiving Party gives the disclosing Party sufficient notice of the disclosure, uses reasonable endeavours to maintain the confidentiality of the Confidential Information and discloses only what it must. If the receiving Party commits a breach of its obligations related to Confidential Information, in addition to the remedies available to it for breach of contract, the disclosing Party shall be entitled to seek the remedies afforded to it in equity or at law for breach of confidence including injunctive relief without the requirement to post any bond or security. Notwithstanding anything here in, information disclosed pursuant to these Terms of Use shall not be deemed to be Confidential Information if the receiving Party can show that such information (a) was publicly available prior to these Terms of Use or is made publicly available by the disclosing Party without restriction; (b) was rightfully received by the receiving Party from third parties without accompanying secrecy obligations; (c) was already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party; or (d) was independently developed by the receiving Party. On termination of these Terms of Use as provided for in Clause 6 above or on request of the disclosing Party, the receiving Party shall return to the disclosing Party or destroy, any and all Confidential Information may have been disclosed.
9. Limitation of Liability
Lexapar shall not be responsible under these Terms of Use: (i) if the Platform not Used in accordance with the provisions of these Terms of Use; or (ii) if a defect to the Platform is caused by your computing environment or by interfacing third-party software not authorized by us. IN NO EVENT SHALL LEXAPAR BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY CLAIM, LOSS INCLUDING LOSS OF PROFITS, BUSINESS, CONTRACTS, DATA, REVENUES, LOSS OF OPERATION TIME, LOSS OF GOODWILL OR REPUTATION, OR FOR ANY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THESE TERMS OF USE. LEXAPAR’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER OR IN RELATION TO THESE TERMS OF USE WHETHER IN CONTRACT OR TORT WILL NOT EXCEED INR 100 (INDIAN RUPEES ONE HUNDRED ONLY). Whilst all reasonable efforts are made to ensure the accuracy of the information and work provided, Lexapar accepts no liability for any errors or omissions. You are advised to independently verify all details before relying on them.
10. Indemnity
You shall defend, indemnify and hold harmless Lexapar, its principals, officers and employees against all claims, liabilities, loss, damages and costs (including reasonable attorneys’ fees), brought against Lexapar, arising as a result of your: (a) actions or omissions; (b) Use of the Platform or the Services; (c) breach of these Terms of Use; (d) breach of any applicable law; or (e) any fraud, misrepresentation or wilful misconduct; or (f) your misrepresentations.
11. Communication
You hereby consent to receive emails, messages, WhatsApps, calls, auto-dialled or pre-recorded calls, from us at any time with the use of your information that has been provided by you for the use of the Platform, subject to applicable law. You hereby voluntarily consent to receive transactional and/or promotional emails/SMSs from us at any time we deem fit. This consent is also for purposes that include and are not limited to clarification calls and marketing and promotional calls. You agree that Lexapar may acknowledge that you is a customer of Lexapar and in doing so Lexapar may use your name and logo on Lexapar website, marketing materials or in general discussions with customers or prospective customers.
12. General Clauses
You may not assign your rights, claims or other entitlements under this These of Use without a prior written consent from Lexapar. Lexapar may freely assign its rights and obligations under these Terms of Use. These Terms of Use shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles and all disputes arising out of these Terms of Use, User’s use of the Platform or Services or the information to which it gives access shall be exclusively referred and resolved by the competent courts at Bangalore. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of these Terms of Use. Further, no waiver shall be effective unless made in writing and signed by an authorised signatory of the waiving Party. The output and/or services provided by Lexapar are limited to the analysis of contractual or other data and related analytics. These output and/or services do not constitute legal advice, legal consulting, or any form of professional legal service. Lexapar expressly disclaims any responsibility for any legal interpretations, advice, or guidance, and you acknowledge that the output and/or services provided are for informational and analytical purposes only. Lexapar is not itself a law firm but acts as an intermediary between users and registered legal professionals who are permitted to practice law, and also offers AI-powered legal assistance, consultation, and document drafting tools to improve access to legal support. Use of our website, services, or AI tools is at the sole risk of the user and does not create any lawyer-client or professional relationship between Lexapar and the user. All consultations and interactions facilitated through our platform are strictly between the user and independent legal professionals. Lexapar is not liable for any actions, decisions, or outcomes arising from the use of our platform, AI tools, or reliance on any advice, consultation, or content provided by us or third-party legal professionals. The Bar Council of India does not permit advertisement or solicitation by advocates in any form or manner. By accessing this content from Lexapar you acknowledge and confirm that you are seeking information relating to Lexapar of your own accord and that there has been no form of solicitation, advertisement or inducement by Lexapar or independent legal professionals. The content of this material is for informational purposes only and should not be interpreted as soliciting or advertisement. No material/information provided should be construed as legal advice. Lexapar shall not be liable for consequences of any action taken by relying on the material/information provided on this material. The contents of this material are the intellectual property of Lexapar. If any of the terms in these Terms of Use are held to be invalid, such term shall to the extent of the invalidity be severed from the remaining terms which shall continue to be valid. In no event shall Lexapar be liable for any acts of god or acts beyond its reasonable control (including pandemics). You agree that such acts may result in Lexapar suspending the Platform or the Services without any liability to you. All notices and other communications made or required to be given under this Terms of Use shall be in writing. Any terms included in documents such as pay orders will have no binding effect on the Parties. You understand and agree that these Terms of Use along with the Privacy Policy constitute the entire general agreement between you and Lexapar. You may be subject to additional terms and conditions when you use, purchase or access other services, affiliate services or third-party content or material. The section headings used herein are for convenience only and shall be of no legal force or effect.
If you have any questions, clarifications or concerns in relation to the Terms of Use, please reach out to us at contact@lexapar.com
Terms and Conditions for Lexapar Subscription Services
In addition to (and not to the exclusion of) the Terms of Use Policy above, these terms and conditions (hereinafter referred to as “Agreement”) govern your (hereinafter referred to as “Client”) subscription and/or services of Lexapar- the artificial intelligence platform (hereafter referred to as “Service Provider” or “Lexapar”) provided by Lexapar Analytics Pvt. Ltd. and should be read with the “Terms of Use” and “Privacy Policy “, available on lexapar.com.
The Service Provider and the Client are hereinafter collectively referred to as the "Parties".
By paying the fees and accessing the platform, you agree to the following:
"Software" means Service Provider’s software indicated and provided to the Client under the invoice as provided by Service Provider.
“Intellectual Property Rights” means all patents, copyrights, database rights, inventions (whether or not patentable), trade secrets, know-how, trade dress, trademarks, trade names, and any other intellectual property rights recognized in any country or jurisdiction in the world.
The Client represents and warrants the following:
The Client is 18 years of age or older; the Client is capable of entering into a legally binding agreement and/or understanding; and the Client are not barred or otherwise legally prohibited from accessing the services provided by the Service Provider.
Subscription License and Access:
Upon receipt of payment, the Client will be granted access to the platform as per the subscription plan as provided under the invoice. The client shall be granted a non-exclusive, non-transferable, non-sublicensable license to access and use the services provided by the Service Provider.
Subscription access is limited to the authorized users specified by the Client and may not be shared or transferred to any third parties under any circumstances without the Service Provider’s prior written consent.
Terms and Renewal:
Unless otherwise agreed upon by the parties, the term of the subscription service shall begin on the date of activation of the account and will expire at the end of the term specified under the invoice. Subscription may be renewed upon mutual agreement or automatic renewal if so, indicated in the subscription plan. The Service Provider reserves the right to terminate the Client’s access to and use of the subscription services with immediate effect, without prior notice or liability, upon discovering or forming a reasonable belief that the Client is using, has used, or intends to use the services platform for any illegal, unlawful, or unauthorized activities. Such termination shall be at the sole discretion of the Service Provider and the discretion, and judgement of the Service Provider shall be final and binding in this regard. The Client shall not be entitled to any refund, credit, or compensation in the event of termination under this clause, and the Service Provider shall bear no liability for any loss or damage arising from such termination. Upon termination or expiry of the service: (a) any and all rights granted to Client under this Agreement shall immediately cease; (b) Client shall destroy all copies of the Software in Client’s possession or control; and (c) if so requested by Service Provider, Client shall certify in writing that all copies of the Software in Client’s possession or control have been destroyed.
Fees and Payment:
Subscription fees are due as per the invoice terms. Late payment may result in suspension or termination of access. All- fees are non-refundable unless otherwise agreed upon in writing read with clause 2 (c). Taxes, if applicable, are the responsibility of the client and will be added to the invoice total.
Platform Use and Restrictions:
You agree to use the platform in compliance with all applicable laws and for lawful purposes only. Your subscription plan shall include those features and benefits as under your invoice. While your subscription plan might provide for unlimited access to the features listed in your invoice, Lexapar reserves the right, at its sole discretion, to impose or alter daily or periodic limits or complete stoppage on or of usage in order to maintain system stability, ensure fair access for all users, or manage server load.
You shall not:
(a) benefit the Software for any purpose that is not expressly permitted by this Agreement; (b) breach or exceed any restrictions or limits on the Use of the Software specified in the plan. (c) try to Use, sell, reproduce, distribute, subservice, lease or otherwise make available any part of the Software to any third party; (d) reverse-engineer, reverse-compile or decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Software provided in object code form; (e) disclose any download links, activation code, service key and/or registration information provided to Client by Service Provider for use in relation to the Software to any third party; (f) copy the Software; (g) modify, adapt, translate or create any derivative works of the Software; (h) Use the Software in a manner that infringes upon the lawful rights of others or in contravention of any and all applicable laws (including without limitations all applicable trademark and copyright laws); or (i) attempt, cause, permit or encourage any third party to do any of the foregoing. The functionality of the Software may be suspended, limited or restricted, in whole or in part, to prevent the illegal usage of the Software or usage of the Software that violates these terms and conditions read with the Terms of Use and Privacy Policy.
Data and Confidentiality:
Intellectual Property Rights:
The Software is serviced, not sold. As between the parties, Lexapar retains all right, title and interest in and to the Software, the documentation and all copies thereof and in all related copyrights, trade secrets, trademarks and any other Intellectual Property Rights embodied therein or used in association with the Software. No right or service will be implied by estoppel or otherwise, other than the rights and service expressly granted to Client under this Agreement. For the avoidance of doubt, all rights in relation to the Software not expressly granted in this Agreement are reserved by Lexapar. Any copies of the Software that Client is permitted to make pursuant to this Agreement must contain all copyright and other proprietary notices that appear on or in the Software in the same form and location as the notices on or in the Software and Client agrees not to obscure, remove or attempt to remove any such notices. If Client provides any suggestions, feedback or improvements to the Software, Lexapar will have the right to use and have others use such suggestions, feedback and improvements for any purpose. As between the parties, other than in respect of the Software, the Client Product(s) and all Intellectual Property Rights therein, are Client’s property.
Document Event Overages (if Applicable). If the Service Provider indicates the service is for a specified number of Document Events and Client exceeds the number of Document Events specified for a period, at the end of such period, the Service Provider shall invoice, and Client shall pay the Service Provider, additional fees for the overage at the per Document Event rate determined by dividing the number of permitted Document Events for the period in question by the fee for such period. This per Document Event rate will then be multiplied by the number of Document Events exceeding the limit, resulting in the overage fee payable by the Client for the period.
CONFIDENTIALITY. “Confidential Information” means any and all information disclosed by either party (the “Discloser”) to the other party (the “Recipient”), whether in written or electronic form or verbally, which is marked or identified at the time of disclosure as “confidential” or “proprietary” or which should reasonably be understood by the Recipient to be confidential or proprietary, including, but not limited to the Service Key, any information that relates to business plans, services, pricing, marketing or finances, research, product plans, products, developments, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Discloser. The Recipient hereby agrees that it will not use any Confidential Information received from the Discloser except for the purposes contemplated by this Agreement or as expressly authorized in writing by the Discloser. The Recipient will use the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The Recipient will not disclose the Discloser’s Confidential Information to any person or entity other than its employees, contractors and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are bound by confidentiality terms no less restrictive than those in this Agreement. The restrictions set forth in this Section will not apply to any Confidential Information that (a) was known to the Recipient prior to its disclosure by the Discloser; (b) is or becomes publicly known through no wrongful act of the Recipient; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or (e) has been approved for release by the Discloser’s prior written authorization. No party shall be liable for disclosure of the Confidential Information of the other party if such disclosure is required by valid court order, law, regulation, or by stock exchange requirement, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the Discloser to seek a protective order or otherwise prevent such disclosure.
MAINTENANCE AND SUPPORT:
Service Provider will provide technical support and maintenance services for the Software to the Client as is commercially reasonable in its discretion during the Subscription Service Term (the “Maintenance and Support”).
WARRANTIES.
Service Provider hereby warrants that: (a) it has the right to grant the service hereunder for use of the Software; and (b) it will use a commercially reasonable virus detection computer software program to test the Software for known worms, viruses or any other routine that can disable, erase or otherwise harm Client’s hardware, software, data or systems prior to delivery to Client.
DISCLAIMER.
THE SOFTWARE AND ANY MAINTENANCE AND SUPPORT ARE PROVIDED TO CLIENT "AS-IS" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTIBILITY, MERCHANTABLE QUALITY, INTEGRATION, SATISFACTORY QUALITY, DESIGN, DURABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED OR DISCLAIMED. SERVICE PROVIDER CANNOT AND DOES NOT WARRANT THAT THE PERFORMANCE OR RESULTS CLIENT MAY OBTAIN BY USING THE SOFTWARE WILL MEET CLIENT’S NEEDS, THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTIONS OR THAT IT WILL BE ERROR-FREE.
LIMITATION OF LIABILITY.
IN NO EVENT WILL SERVICE PROVIDER’S AGGREGATE MAXIMUM LIABILITY TO CLIENT (INCLUDING LIABILITY TO A PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY CLIENT), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SOFTWARE OR THIS AGREEMENT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) OR OTHERWISE EXCEED THE AMOUNT CLIENT HAS PAID FOR THE SOFTWARE SERVICED UNDER THIS AGREEMENT OVER THE 3 (THREE) MONTH PERIOD PRIOR TO THE DATE THE CLAIM ARISES. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS, REVENUE, OR EXPECTED SAVINGS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, LOSS OF DATA OR INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. Whilst all reasonable efforts are made to ensure the accuracy of the information and work provided, Lexapar accepts no liability for any errors or omissions. You are advised to independently verify all details before relying on them.
INDEMNIFICATION.
Client Indemnification. Client agrees to indemnify and hold Service Provider harmless from and against any and all costs, losses, liabilities or expenses (including reasonable legal fees) arising out of third-party claims against Service Provider to the extent based on any alleged infringement of Intellectual Property Rights caused by Client.
GENERAL
11.1 Entire Agreement. This Agreement and the Order Form constitutes the entire agreement between Client and Service Provider with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous representations, statements, understandings or agreements, written or oral, between the parties regarding such subject matter. This Agreement and any Order Form may only be modified or supplemented in writing expressly stated for such purpose and signed by the parties to this Agreement. In the event that Client issues a Order Form or other instrument used to pay fees to Service Provider, any terms and conditions set forth therein which constitute terms and conditions which are in addition to those set forth in this Agreement or which establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by Service Provider and shall have no effect. In the event of any conflict or inconsistency among the applicable Order Form and this Master Service Agreement, the applicable Order Form shall prevail. There are no third-party beneficiaries under this Agreement. 11.2 Notices. All notices or other communications required to be given hereunder will be in writing, and shall be deemed to have been duly given and received (a) if sent via certified mail, return receipt requested, or by recognized courier service, on the date shown on the return receipt or on the courier confirmation of delivery, (b) if sent via electronic mail or similar electronic transmission, on the date of transmittal if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day, provided the sender does not receive a message that the email has not been received or the recipient is “out of the office”, or (c) if delivered personally or by any other means, as of the date received, and in each case shall be addressed to such party to the address specified in the Order Form or at such other address as a party shall designate in writing from time to time and shall be marked “Attention: Legal Notices”. In the case of notices to Service Provider, a copy of any notice shall also be sent to contact@lexapar.com. 11.3 Relationship. The parties’ relationship under this Agreement is that of independent contractors. No partnership or joint venture is intended to be created by this Agreement and no principal-agent or employer-employee relationship. Neither party will have any authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party under this Agreement. 11.4 Compliance Verification. Client agree that in order to verify Client’s compliance with this Agreement, at Service Provider’s sole discretion: (i) upon request from Service Provider, Client will provide Service Provider with a written certification that Client is in full compliance with the terms of this Agreement within 20 calendar days of such request; and/or (ii) during the term of this Agreement and for 2 years thereafter, allow Service Provider and/or its representatives to conduct a reasonable review of Client’s applicable records, computers and/or servers during regular business hours on not less than ten business days written notice, with the right to review and copy all pertinent records. Client agrees to comply with such request(s) and to provide Service Provider with such information and assistance as may be reasonably requested by Service Provider. If there is any material non-compliance, then Client shall also pay Service Provider’s reasonable costs and expenses of the review or audit, including fees of Service Provider’s representatives. Client agrees to notify Service Provider promptly of any circumstances of which it has knowledge relating to any unauthorized use or reproduction of the Software by any person. 11.5 Nature of Service. The services provided by Service Provider under this Agreement are limited to the analysis of contractual data and related analytics. These services do not constitute legal advice, legal consulting, or any form of professional legal service. The Service Provider expressly disclaims any responsibility for any legal interpretations, advice, or guidance, and the Client acknowledges that the Services Provided are for informational and analytical purposes only. Lexapar is not itself a law firm but acts as an intermediary between users and registered legal professionals who are permitted to practice law, and also offers AI-powered legal assistance, consultation, and document drafting tools to improve access to legal support. Use of our website, services, or AI tools is at the sole risk of the user and does not create any lawyer-client or professional relationship between Lexapar and the user. All consultations and interactions facilitated through our platform are strictly between the user and independent legal professionals. Lexapar is not liable for any actions, decisions, or outcomes arising from the use of our platform, AI tools, or reliance on any advice, consultation, or content provided by us or third-party legal professionals. The Bar Council of India does not permit advertisement or solicitation by advocates in any form or manner. By accessing this content from Lexapar you acknowledge and confirm that you are seeking information relating to Lexapar of your own accord and that there has been no form of solicitation, advertisement or inducement by Lexapar or independent legal professionals. The content of this material is for informational purposes only and should not be interpreted as soliciting or advertisement. No material/information provided should be construed as legal advice. Lexapar shall not be liable for consequences of any action taken by relying on the material/information provided on this material. The contents of this material are the intellectual property of Lexapar. 11.6 Machine learning. The Service Provider acknowledges that no confidential information of the Client will be shared or disclosed in the course of providing the services. However, the Service Provider reserves the right to capture certain model weights, learnings, and other data-derived insights as part of the machine learning processes applied to the Client's data. The Service Provider retains exclusive ownership of all such model weights, learnings, and any corresponding intellectual property, including any improvements, modifications, or innovations derived therefrom. 11.7 Assignment. Client shall not assign or transfer this Agreement nor any of its rights and duties under this Agreement, in whole or in part, whether by merger, operation of law or otherwise without the prior written consent of Service Provider. Any change of control of Client will be deemed to constitute an assignment for the purposes of this Section. Service Provider may assign this Agreement, in whole or in part, to any third party provided that any such third party agrees in writing to perform all of the obligations of Service Provider hereunder. 11.8 Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of India, the courts at Mumbai shall have exclusive jurisdiction over the matter. a. For settling any dispute(s) between the Parties arising out of or in connection with this Order or Agreement, the Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the Parties shall refer such dispute(s) to arbitration. b. The arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (“Act”), as amended from time to time and in force as on the date of commencement of the arbitration proceedings. The arbitration proceedings shall be conducted by sole arbitrator to be appointed with mutual consent of the Parties (referred to as “Arbitral Tribunal”). The seat and venue of arbitration shall be Mumbai, and the language of arbitration shall be English. The Parties agree to conduct the arbitration proceedings remotely and virtually through video conferencing. The provision pertaining to 'Fast Track Proceedings' prescribed under section 29B of the Act shall be applicable to the arbitration proceedings invoked under this Clause. c. The cost of the arbitration proceedings shall be borne equally by the Parties. Except for the matters under dispute before Arbitral Tribunal, the Parties shall continue to perform and fulfil their respective rights and obligations under this Agreement unless the same is impossible without resolution of the said dispute.
11.9 Validity of Agreement This Agreement does not require signature and by paying the fees and accessing the platform the Client expressly agrees to this Agreement and all its terms.
Severability. If any provision of this Agreement is determined to be illegal or unenforceable by a court of competent jurisdiction, then such provision shall be severed and deleted, or modified and limited as to give effect to the original intent of the parties and to the extent necessary for this Agreement to be otherwise enforceable, and the remaining provisions of this Agreement will remain in effect.
No Waiver. No failure or delay of or by Service Provider to exercise any right or remedy under this Agreement and no partial or single exercise thereof shall be construed to be a waiver of any such right or remedy or any other right or remedy hereunder. All of the rights of Service Provider under this Agreement shall be cumulative and may be exercised separately or concurrently.
Force Majeure. Except in respect of any obligations relating to the payment of fees, neither party will be liable for failure to perform any obligation under this Agreement where such failure is due to fire, flood, pandemic, labour management dispute, natural calamity, act of terrorism, or act of the government or if such causes are otherwise beyond its reasonable control, provided the party gives prompt notice and makes all reasonable efforts to perform.