Terms of Service

1. INTRODUCTION AND ACCEPTANCE TO THE TERMS OF SERVICE FOR SIRRUS.AI

These Terms of Service for the use of sirrus.ai along with the Order Form, General Terms and Conditions, Privacy Policy, Cookie Policy and any other terms and conditions as agreed between First Livingspaces Private Limited (formerly known as ‘TCG Livingspaces Private Limited’) (“Company”), having its registered office at Bengal Intelligent Park, Building.-Delta, 2nd Floor, Block EP&GP, Sector V, Salt Lake Electronics Complex, Kolkata 700091, West Bengal, India and the Customer (as defined under the Order Form) (“Agreement or Terms”) constitute a binding and enforceable legal contract.

This Agreement governs Customer’s and Permitted Users (as defined hereinbelow) access and use of Services provided by the Company.
The terms ‘Party’ & ‘Parties’ shall respectively be used to refer to the Company and the Customer individually and collectively, as the context so requires.
Services- means Sirrus.ai, an online software-as-a-service platform which is an AI-driven application, that seeks to automate operations of various businesses. It equips the Customer with advanced tools for inventory management, intelligent content creation, AI driven sales funnel analysis and post-sales assistance. Sirrus.ai is managed and provided by the Company, to the Customer in the form of module(s)/features which collectively forms part of the online services (“Platform”).
If anything in the documents referred to above is inconsistent with the Order Form, then the terms stipulated in the Order Form shall prevail.
The Company reserves the sole and exclusive right to update, amend and/or modify these Terms in whole or in part, with prior written notice to the Customer. The Customer’s uninterrupted and continued usage of the Services shall be deemed as acknowledgment and acceptance of changes, updates, and modifications to these Terms.

2. SERVICES

Access to the Services: The Company grants to the Customer and Permitted Users a limited, non-exclusive, revocable, non- transferable, and non-sublicensable right to access and use the Services (including the Intellectual Property Rights therein) during the Term, subject to the Terms and the restrictions mentioned herein.
Restrictions on use – The Customer shall ensure that the Customer through its Permitted Users shall only use the Services: (i) for the limited purpose specified in the Order Form; (ii) in accordance with Terms, defined herein.
Other restrictions – The Customer must not, and shall ensure that Permitted Users must not,: (i) directly or indirectly infringe Company’s Intellectual Property Rights or those of its licensors, suppliers, and/or vendors; (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the Services or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (iii) use the Service to provide services to a third party or allow any third party to use or access the Services, save as expressly agreed in writing by the Company in advance, or where required by law; (iv) use the Service without obtaining any necessary permits, consents or licenses required to integrate or inter-operate the Services with other software, hardware or data the Customer uses or licenses; (v) use the Services on any unsuitable system, which may not support the core functionality of the Service; (vi) duplicate, modify or create a derivative work from the Service without Company’s prior written consent or infringes any patent, trademark, copyright or other proprietary rights; (vii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way; (viii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (ix) send or store infringing, obscene, threatening, libelous, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, information that belongs to another person and to which the Customer or the Permitted User does not have any right, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling or an online game that causes user harm, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (x) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, including those designed to interrupt, destroy or limit the functionality of a computer resource, (xi) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (xii) share the Access Codes of the Services with any third party including competitor of the Company (xiii) transmit, store, update or share any information that threatens the unity, integrity, defense, 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, or deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature, impersonates another person, display or host any information that is in the nature of an online game that is not verified as a permissible online game, is in the nature of advertisement or surrogate advertisement or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such an online game, or (xviii) use the Services in a way that violates Applicable Law.
Information about use – On the reasonable request of the Company in writing of at least 7 (seven) days in advance, the Customer shall allow the Company to undertake an audit or inspection, which the Company may require, for the purposes of ascertaining whether the Customer is using the Services in accordance with these Terms (“Permitted Audit”). The Customer agrees to facilitate such audit or inspection by making available relevant records evidencing the use of Services and by directing its personnel to cooperate with the Company. Permitted Audit will (a) be undertaken and completed in a professional and ethical manner (b) be carried out at the Company’s sole cost and expense, (c) not unduly interrupt the business and must be conducted in such a manner which does not compromise the integrity of the Customer’s data, system security or operational performance. The Company, its agents and representatives shall keep confidential all information learned during any Permitted Audit.

3. USE OF THE SERVICES

The Company shall maintain the Services with reasonable skill and care customarily observed by skilled professionals rendering similar services. The Customer confirms that (i) the scope of the Services is sufficient for its requirements; and (ii) any work the Company performs in addition to providing the Services mentioned in the Order Form shall be contracted separately vide additional Order Form. The Customer agrees that the purchases of supplemental Developer Services (as defined in the User Guide) is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by the Company regarding future functionality or features.
Types of Services: Freemium Term: The Company at its sole discretion may provide a Freemium Term to the Customer as per the terms and conditions of the freemium offer. The Company reserves the right to (i) modify the terms and conditions of the freemium offer, or (ii) cancel such freemium offer, or (iii) change the terms of the Freemium Term at its sole discretion and without prior notice to the Customer. The limitations of a freemium account shall be as per the User Guide. Post the Freemium Term, if the Customer does not upgrade to a paid subscription account, the Services shall terminate and the Customer shall lose access to any data generated, kept or stored in the Platform. At any time during the Freemium Term, the Customer may convert its account into a paid subscription account. The limitations imposed during a Freemium Term will no longer apply when the Customer continues the use of the Services after upgrading to the standard subscription. At the time of termination of the Freemium Term, in the event of a change in the terms of the Service, the Company shall obtain prior written consent of the Customer to the revised terms.
Integration of Systems- The Customer is required to integrate the Services on its systems through the authorized system integrators as suggested by the Company. The Customer may opt to integrate the Services through a different system integrator. The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, vendors, suppliers and representatives from and against all claims, damages, losses, liabilities, costs, and expenses, including but not limited to legal fees and expenses, arising out of or related to the Customer's integration activities.
The Customer's role for the integration of Services includes:
1. System Analysis: Conducting a comprehensive analysis of the systems to assess compatibility with the Services and identify any potential integration challenges or requirements.
2. Project Management: Overseeing all aspects of the integration project, including planning, coordination of resources, setting timelines, and monitoring progress to ensure timely completion.
3. Data Management: Managing the migration and synchronization of data between the systems and the Services, ensuring data integrity, security, and compliance with relevant regulations.
By agreeing to integrate the Services into its Systems, the Customer acknowledges and accepts full responsibility for the integration process and its outcomes, including any associated liabilities.
Integration Process and Account Manager- The system integrator shall provide a turn-around time (“TAT”), based on the data of the Customer, on implementation of the Services on the systems of the Customer and execute the integration of Services (“Integration”). Upon Integration, the Company shall assign a dedicated account manager (“Account Manager”) to the Customer. In the event, that there are multiple parties who are Customer within the context of these Terms of Service, the Company shall appoint a separate Account Manager to each of such Customers. The Account Manager shall serve as the primary point of contact between the Customer and the Company, facilitating effective communication, coordination, and support throughout the duration of the Term.
The roles and responsibilities of the Account Manager shall include
1. Account Oversight: Monitoring the Customer's usage of the Services, analyzing performance metrics and key performance indicators (KPIs), and providing insights and recommendations to drive continuous improvement and achieve desired outcomes.
2. Issue Resolution: Identifying and addressing any issues, concerns, or challenges encountered by the Customer in relation to the Services, coordinating with internal teams and stakeholders to ensure timely resolution and Customer satisfaction.
3. and Education: Providing training, guidance, and support to the Customer, Permitted Users and Administrators to enhance their understanding of the Services, its features, functionalities, and best practices, enabling them to leverage its full potential effectively.
4. Product Updates: Keeping the Customer informed about new features, enhancements, and releases of the Services, and assisting with the implementation and adoption of relevant changes to optimize the Customer's experience and performance.
5. Escalation Management: Serving as a point of escalation for any critical issues or concerns raised by the Customer, liaising with senior management and technical teams as necessary to expedite resolution and mitigate risks. In the event the Account Manager terminates its relationship with the Company, the Company shall ensure that the duties of the Account Manager are duly handed over to the new resource, without any deficiency in Services.
Use of Artificial Intelligence: Generated Content- The Customer is required to input to the Service (“Inputs”) and receive output based on the Input (“Output”). Input and Output are collectively referred to as generated content (“Content”). The Platform uses experimental technology and may not be relied on as a substitute from advice from a qualified professional. The Customer acknowledges and agrees that they are solely responsible for the Content, and the Company disclaims all warranties and liabilities, whether express or implied, including but not limited to the accuracy, completeness, legality, or reliability of such Content. It is clarified that the Content generated may not be unique and is dependent on the Inputs and prompts given to Artificial Intelligence and the Customer is required to evaluate the Content for its accuracy and appropriateness for its use case. The Customer shall not remove, alter, or obscure any disclaimer indicating that the Content has been generated through artificial intelligence (“AI”), including but not limited to any automated tags, watermarks, or metadata appended to the content by the Platform. Any Content generated through the Platform shall contain a disclaimer that such Content is generated through AI, and is for representational purposes only, and the Customer shall not attempt to modify or remove such disclaimer before publishing the Content. By using the Services, the Customer agrees to retain and display any AI disclaimer provided by the Platform alongside the Content, ensuring transparency and informing end-users of its AI generated nature.
Information – In order for the Company to advise the Customer properly, the Customer will make sure that to the best of its knowledge: (i) any information that the Company needs is provided by the Customer, or Administrator, and that all information given to Company is (a) given within mutually agreed timelines, (b) is accurate in all material aspects and, (c) complete in all material aspects; and (ii) any assumptions are appropriate in all material aspects. The Customer represents and warrants to the Company that it has all the necessary rights in the information it may provide, including information that may be provided or displayed by the Permitted User while accessing the Service and use of this Information or any part thereof does not and will not infringe the Intellectual Property Rights of a third party anywhere in the world. The Company shall not verify any information given in relation to Services, however, the Company will notify the Customer in advance about any insufficiency that it finds in the information provided by the Customer, which may impact the smooth functioning of the Services. However, the Customer acknowledges that the Company’s scope of Services does not include verification of any data provided by the Customer.
Obligations of the Customer – Company’s performance depends on the Customer performing its obligations under these Terms including but not limited to the following obligations: The Customer agrees and undertakes that each mobile number shall be exclusively associated with a single account, thereby ensuring that each account is linked to a unique number. The Customer further agrees that the Company is not responsible for failing to provide Services within any agreed timeframe or for any errors in the Services or its outputs due to delays caused or materially contributed to by the Customer or a Permitted User or any third party acting on the Customer’s behalf by: (i) providing the Company with inaccurate or incomplete information or by using such information with the Services; (ii) any information that is provided to the Company or used with the Services in the format other than the format in which it is requested by the Company; (iii) failing to make the appropriate staff or assistance available within a reasonable time after making such request in writing; (iv) any other breach or non-compliance with these Terms.
Service selection – The Customer accepts responsibility for (i) verifying that Service is operating in accordance with its specifications; (ii) verifying the accuracy of the data input and output while using Services; and (iii) ensuring that all data and other software used with Services is adequately backed-up beforehand.
Third Party Services: (a) The Company may integrate third-party platforms, services, content, documents, and information owned by, licensed to, or otherwise made available by third parties (“Third-Party Services”) to extend and enhance effectiveness of its Services. These Third-Party Services are solely the responsibility of the respective third-party providers, and the Customer’s use of such services is entirely at the Customer’s own risk. The Company hereby disclaims all liabilities related to Third-Party Services, including but not limited to their availability, performance, security, accuracy, or completeness. Nothing in this clause shall be deemed to create an agency, partnership, or association between the Company and any Third-Party Service provider. The relationship between all parties remains on a principal-to-principal basis, with each party solely responsible for its own rights, obligations, and liabilities as per the relevant agreements executed between the parties concerned. (b) By using the Company’s Services, the Customer consents to the sharing of information, in whole or in part, with Third-Party Service providers as necessary for the provision of the Services, without further notice. The Company makes no representations and expressly disclaims all warranties and liabilities, whether express or implied, related to Third-Party Services, including but not limited to any errors, defects, failures, or interruptions. The Customer’s use of any Third-Party Services shall be governed by the respective terms, conditions, and privacy policies of the respective third-party service provider. The Company shall not be liable for any damages, losses, costs, or expenses arising directly or indirectly from the Customer’s use of Third-Party Services. The Customer acknowledges that all liabilities, costs, and expenses related to Third-Party Services shall be borne exclusively by the third-party service provider, subject to the terms agreed upon between the Customer and the third party. Additionally, all intellectual property rights in and to Third-Party Services remain the exclusive property of the respective third parties.

4. PERMITTED USERS

Customer responsibilities – The Customer is responsible for (i) use of Services by all Permitted Users; and (ii) ensuring the Permitted Users are made aware of the relevant terms of these Terms and comply with them. The Customer shall be liable in the event of any non-compliance by the Permitted User under these Terms or under the General Terms and Conditions signed up to by the Permitted User at the time of accessing the Service. The Customer warrants that anyone who accesses the Services using Access Codes the Company provides the Customer, has the Customer’s authority to do so.
Administrator- The Customer shall assign an Administrator who shall have permission to create and delete system users, modules and functions on the Platform and the actions taken by such Administrator shall bind the Customer. In the event, there are multiple parties who are Customer within the context of these Terms, each such Party who is a Customer shall appoint an Administrator. The Company clarifies that each such Administrator shall have access to the entire profile of the Customer and the Company shall not be liable for any steps, decisions taken by the respective Administrators or shall have any role in managing the inter-actions of the Administrators. This includes but is not limited to accessing, modifying, and deleting user data, configuring system parameters, and administering Platform resources. The Administrator shall exercise these privileges in strict adherence to the Customer's established policies and procedures, with the obligation to act solely in the best interests of the Customer. By appointing an Administrator, the Customer acknowledges and assumes full responsibility for the actions and decisions of said Administrator within the Services.
Access rights – The Customer must monitor the access rights of the Permitted Users on an ongoing basis to ensure its and their compliance with these Terms. The Customer shall with prior 15 (Fifteen) days written notice (if feasible) or with reasonable time notify the Company if (i) any changes to the Permitted Users’ access are required; or (ii) any Permitted User details become known to anyone other than the relevant Permitted User so that the Company can disable those Permitted User details and provide a replacement Access Code.
Unauthorized use – The Customer is required to notify the Company as soon as the Customer becomes aware of any unauthorized use of the Services by anyone. Neither the Company, nor its licensors, accept any liability in connection with any unauthorized use of the Access Codes or any unauthorized access to or use of the Services, except where such unauthorized use is attributable to the Company.

5. HOSTING, SUSPENSION, AVAILABILITY

Hosting – The Company may use third parties to host or provide back-end support for all or parts of the Service. The Company warrants that it will remain solely liable for the performance of such third parties
Suspension – The Company may with prior 7 (Seven) days written notice to the Customer, suspend the Customer and its Permitted User’s use of or access to the Services from time to time: (i) to perform necessary routine or emergency maintenance; (ii) to implement service changes and upgrades to the Services; (iii) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or (iv) if Service is, in the opinion of the Company, being misused (collectively, “Scheduled Downtime”). Any such scheduled Downtime will be limited to the minimum extent necessary in the circumstances, as determined by the Company and as may be intimated to the Customer.
Availability – The Company shall endeavor to ensure availability of the Services at all times except for the unavailability arising out of any Force Majeure Events (“Uptime”). “Force Majeure Events” means any event which is beyond the reasonable control of a Party and includes acts of God, fire, drought, flood, earthquake, epidemics, typhoons, hurricanes, storms, explosions, and other natural disasters or calamities, government orders any actions or measures taken by governmental or regulatory authorities (not attributable to the Company’s failure or non-compliance), change in government application and operating environment relevant to the Services, planned Downtime, pandemic/ epidemic circumstances, disease outbreak, prolonged failure of energy arising out of unforeseen circumstances, revocation of sanctioned approvals not arising out of the Company’s action or omission or negligence, change of Applicable Laws, political/public strikes or lock outs, lockdowns or acts of terrorism, civil commotion, and sabotage, plagues, events of war, war like conditions, riots, blockades, embargoes, insurrection, intervention of defense authorities or any other law enforcement agencies of government. In the event the Service is unavailable (a) The Company shall notify the Customer promptly of such event and the impact of such event on the guaranteed Uptime; (b) implement a transition as per the disaster recovery plan of the Company to endeavor that there is no adverse impact on the Services and its availability during such Force Majeure Events.
Technical support – The Company shall provide all technical support services for the Services provided by the Company to the Customer.

6. DATA

Customer’s data –The Customer will own all rights, title and interest in and to all its data and the Content and shall ensure that it has the right to input into and use it with the Services. The Customer grants the Company a non-transferable, non-exclusive, royalty-free licence to use any data the Customer makes available to the Company solely for the purpose of providing Services to the Customer. Customer agrees that, notwithstanding the provisions of Section 30A of the (Indian) Copyright Act, 1957, such license shall not lapse, nor the rights transferred therein revert to the Customer, even if the Company does not exercise the rights under the license within a period of one year from the date of license. The Customer hereby waives any right to and shall not raise any objection or claims to such licenses.
Data use – Provided that the Company complies with the Applicable Law and the confidentiality obligations stated herein and limit the use for internal purposes only, the Company may (i) use any information obtained from the use of the Services, on an anonymized basis for the purposes of improving the Services; (ii) combine the Customer’s information with information of other parties in order to provide reports and services to other parties; and (iii) compile, collect, copy, modify and use anonymous and aggregate data generated from the Customer’s use of the Services, for analytical and other business purposes. The Company shall ensure that use of any personal information shall be subject to confidentiality obligations and disclosure obligations as stated in the Privacy Policy and Cookie Policy.
Viruses – The Company shall use standard, commercially available virus-checking software in relation to any data, files or output accessible using the Services. The Company confirms all reasonably appropriate technical and organizational security measures are in place in respect of the information held on the Platform. The Company shall ensure all reasonable administrative, technical and physical safeguards are designed to ensure security and integrity of data held in the Platform against any anticipated threats or hazards including maintenance of control checks for security purposes as well as most updated antivirus protection on the systems.
DATA PROTECTION - The Customer shall not provide the Company with any personal data unless the Terms requires the use of such data, or the Company requests such personal data from the Customer, or directly from a Permitted User, in order to provide the Services under the Terms. The Company and the Customer shall always comply with applicable data protection legislation in relation to any personal data shared pursuant to these Terms.
The Company will collect and process any personal information as per the terms set out in the Privacy Policy and Cookie Policy, accessible here
The Customer represents, warrants and covenants (a) that it has obtained and maintains all consents, registrations and/or authorizations and complied with all requirements under Applicable Law as may be required to enable Company to legally and authorisedly process any personal data it may receive from its customers and its Permitted Users; and (b) that it has maintained and shall maintain appropriate technical and organizational measures in place to prevent unauthorized or unlawful processing of such personal information, protect personal information against accidental loss, destruction or damage, and ensure the reliability of its employees / contractors having access to the personal information.
The Customer shall (a) immediately provide the Company with full details of any complaint or allegation that the Customer is not complying with applicable data protection laws; and (b) assist the Company in taking any action that the Company deems appropriate to deal with such complaint or allegation.
Each Party shall promptly notify the other Party regarding the occurrence of a cyber-incident or data breach and in any event within 2 hours of the same being brought to its notice. The notifying Party shall cooperate with the other Party in investigating and mitigating the adverse effects of such cyber-incident or data breach as well as meeting any reporting obligations under Applicable Law.
In the course of providing Services, we reserve the right to migrate data as necessary. It is hereby acknowledged and agreed that such migration may occur without the need for explicit consent, or as necessary, in accordance with these Terms and Applicable Laws.
Materials – The Company may retain copies of all materials for the Term relevant to the provision of Services, including any materials given to the Company by the Customer or on its behalf.

7. FEES

The Parties hereby agree that subscription fees shall be levied in accordance with the provisions set forth in the Order Form. The pricing structure encompasses the module fee or the per-user fees and any additional service charges selected by the Customer. Charges for integration and data migration shall not be part of the pricing structure. The fees may be structured as follows (i) based on the modules chosen by the Customer, wherein the Services provided by the Company incorporates several modules of the Service. The Customer may subscribe to a combination of these modules or all of the modules, and the payment shall be as per individual prices for each module plus relevant taxes; (ii) Alternatively, fees may be structured on a per-user basis, as delineated in said Order Form. User fees shall be determined based on the maximum number of users utilizing the Customer’s Service during the billing month, irrespective of their activity status. In the event that the Company notes that the user restrictions have been exceeded, then without prejudice to the Company’s other rights, the Customer shall pay to the Company an amount equal to such underpayment as calculated in accordance with the prices within 10 [ten] working days. It is clarified that the liability for the subscription fees shall accrue from the start date as specified in the Order Form despite any Customer related delays.
Goods and Services Tax (GST) shall be applicable in accordance with the Applicable laws. The Customer retains the right to deduct or withhold any applicable tax, as mandated by the Applicable Law, from the amounts payable to the Company pursuant to the Order Form and in compliance with these Terms. Any such withheld amounts shall be remitted to the appropriate governmental authorities within the timeframe stipulated by the Applicable Laws.
Invoices and payment –The Company shall raise an invoice to the Customer in the first week of every month. Any reasonable dispute in respect of an invoice must be communicated by the Customer via a notice (“Invoice Dispute Notice”) to the Company within 7 (seven) working days from the date of receipt of invoice. The Company shall at its sole discretion use good faith efforts to reconcile any reasonably disputed amounts. In the event of non-payment of the invoice within a period of 10 days from the date on which the undisputed invoice is raised or from the date on which the Parties reconcile any reasonably disputed amounts, the Customer shall pay an interest of 12 (twelve)% per annum on the outstanding amount. The inactive Service will be reactivated when the overdue payment including the interest and the reactivation fee of the Services informed in the price list have been paid by the Customer. The Company reserves the right to shut down the Services if an invoice of the Customer has been overdue for over 30 (thirty) days from the date of invoice.

8. TERM AND TERMINATION

Term – These Terms will commence on the start date as specified in the Order Form and shall be valid until the end date also specified therein. The Term can be extended as may be mutually agreed in writing by the Parties. These Terms will last for the Term specified in the Order Form, unless it is either renewed or terminated earlier in accordance with these Terms.
Termination – Either party may end these Terms immediately by giving written notice to the other if (i) the other party materially breaches its obligations under this Agreement and does not remedy the breach within 30 (thirty) days from date of occurrence of breach, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of its obligations under this Agreement (including the application of any fee arrangements) may breach a legal or regulatory requirement. The Company may unilaterally terminate these Terms immediately by giving written notice if the Customer violates the Company’s Intellectual Property Rights or gives Access Codes to a competitor of the Company or tries to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Platform, documentation or data related to the Services or breaches its obligations under Clause 6 (Data) and Clause 9 (Confidentiality Information. Either party may terminate these Terms for convenience at any time by providing the other party a prior written notice of at least 90 (ninety) days.
Fees payable on termination – The Customer agrees to pay the Company the applicable fees and interest, if any then due and owing in accordance with these Terms as at the date of termination.
Cessation of use – On expiration or termination of these Terms, the Customer shall and shall ensure that its Permitted Users shall immediately cease accessing and using the Services. Unless otherwise agreed, the Company may disable the access and use of the Company and its Permitted Users with immediate effect. Subject to any relevant laws, the Company may destroy or otherwise dispose of any of the Content or data in possession immediately after the termination of the Terms.
Upon termination or expiration of the Agreement, it shall be the obligation of the Customer to procure and secure backups of all data hosted or stored on the Platform. The Company expressly disclaims any liability for any loss, damage, or corruption of data occurring subsequent to such termination or expiration.

9. CONFIDENTIALITY

Use of Confidential Information- Each of the Parties who receives Confidential Information (Receiving Party) from the other party (Disclosing Party) in the course of execution of this Agreement, acknowledges and agrees that it shall (i) maintain all Confidential Information of the Disclosing Party in strict confidence, taking steps to protect the Disclosing Party’s Confidential Information substantially similar to those steps that the receiving party takes to protect its own similar Confidential Information, which shall not be less than a reasonable standard of care; (ii) not disclose, transfer, provide access to, disseminate or reveal any Confidential Information of the Disclosing Party to any person other than its Representatives whose access is necessary to enable it to exercise its rights or perform its obligations under the Terms; (iii) not use or reproduce or authorise its Representatives to use or reproduce any Confidential Information of the Disclosing Party for any purpose outside the scope of the Terms; and (iv) require the Representatives who are provided access to the Disclosing Party’s Confidential Information to be made aware of confidentiality obligations set forth in this Clause.
The Customer shall not disclose and shall ensure that its Representatives and Permitted User shall not disclose any Confidential Information about the Company, its Services, its terms and conditions, its pricing or any other facts relating thereto to any third party, unless otherwise permitted under these Terms.
Confidential Information of either party disclosed both prior to execution of the Terms and during the term of this Agreement will be subject to this clause 10.
Compelled Disclosure – The Parties agree to use all the Confidential Information that is shared in relation to the Service with strict confidence. The Parties agree that all the Confidential Information shared under the Terms may be used only in relation to the performance of a Party’s obligations under these Terms, and shall not be disclosed by either party, except where required by law or regulation, court order or any regulatory agency; provided that the Receiving Party required to make such a disclosure uses reasonable efforts to give the Disclosing Party reasonable prior notice of such required disclosure (to the extent legally permitted).
Referring to the Customer and the Services – The Company may wish to refer to the Customer (for example as a customer and user of Services) for marketing purposes. The Customer agrees that the Company may do so, as long as it does not disclose any Confidential Information.

10. INTELLECTUAL PROPERTY RIGHTS

Ownership and right to use – The Company (or its licensors) is the sole and exclusive owner of the Intellectual Property Rights in the Services, and any related materials provided by the Company under these Terms and the Customer or its Permitted User acquires no rights in or to the Services or such related materials other than as set out in these Terms. The Company has sole responsibility for the legality of all its intellectual property and materials thereof.
The Customer must not, and shall ensure its Permitted Users do not, directly or indirectly, assist any third party to directly or indirectly: (a) copy, reproduce, republish, upload, post, transmit, spread or otherwise distribute the Services in any manner; (b) directly or indirectly decompile, distribute, recreate, reverse-engineer, disassemble, decode, create derivative works from, gain improper access to, sell or otherwise use, rent, loan, sub-license, lease or distribute, the Services or any software component therein unauthorizedly, whether for commercial or for non-commercial purposes; or (c) do or suffer to be done any act or thing which in any way may impair the Intellectual Property Rights of the Company, or act in a manner that could materially diminish the value of, or goodwill associated with the Services.
The Company will defend, indemnify and hold the Customer (“Indemnified Parties”) harmless from and against any and all losses, liabilities, claims, actions, costs, and expenses that arises from a claim against Indemnified Parties alleging that the Services (or any component thereof) infringe third party’s Intellectual Property Rights (“IPR claim”). This indemnity is conditional on the Customer: (i) having complied with and continuing to comply with these Terms (ii) notifying the Company as soon as the Customer becomes aware of any actual or threatened IPR claim.
IPR infringement exclusive remedy – When the Company becomes aware of any actual or potential Intellectual Property infringement, the Company may at its sole discretion and at its cost (a) modify or replace any part of Service with a non-infringing functional equivalent, provided that such replacement or modification does not result in a degradation of the performance or quality of the Service; (b) obtain rights; or (c) terminate these Terms. The Customer agrees to abide by the decision and, if appropriate, stop using the Service.
Indemnity limitations – The IPR indemnity does not cover IPR claims arising from: (i) the combination of the Services with products or services not provided by the Company (ii) modification of or work performed by any party other than the Company or (iii) use of the Services in a manner not permitted or contemplated under these Terms.
Customer Data –Other than as set out in these Terms, the Customer shall own and will at all times retain all rights, title and interest in and to all of the data that is uploaded by the Customer and its Permitted Users while using the Services.

11. INDEMNITY

The Customer shall indemnify, defend and hold the Company and its officers, directors, employees, agents, vendors, representatives, successors and assigns harmless from and against all claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses resulting from or arising out of (a) any unauthorized access to or any use or misuse of Services (b) breach of obligations set forth in these Terms (c) any negligence or willful misconduct with respect to the provision or use of the Services, (d) third party alleging that the Customer’s Data, or applications or other materials developed by the Customer using the Services, infringe or misappropriate the Intellectual Property Rights of a third party or violate Applicable Laws, (d) breach of Applicable Laws and (e) infringement of the Company’s Intellectual Property Rights.
The Customer shall indemnify, defend and hold the Company and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses to the extent they arise from any claim based on any of the factors in the foregoing sentence, and shall give the Company all reasonable information and assistance regarding such claim.

12. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY

The Company warrants and undertakes that: (i) it possesses the requisite skill and ability to build and operate the Services under these Terms; (ii) it (or its licensors) owns all rights, title and interest in the Intellectual Property Rights in the Services and are fully authorized to utilize and deploy the same for the purposes of rendering the Services; (iii) it is in compliance with the Applicable Laws; and (iv) it has all the necessary rights, licenses and permissions to use and deploy the Services and has all necessary authority to grant the Customer permission to use or access the Services as contemplated under these Terms.
During the Term, the Services will perform substantially in accordance with the User Guide. The foregoing warranty shall not apply to performance issues of the Services (i) caused by factors outside of the Company’s reasonable control; (ii) that result from any improper actions or inactions of the Company or any third parties; or (iii) that result from Customer’s data structure, operating environment or equipment.
EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION, THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. THE COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN ANY SO, THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS.
The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and provide Services in a professional and workmanlike manner. If the Services does not perform in accordance with the foregoing, then the Company shall, upon the receipt of the Customer’s notice in this regard, verify such nonconformity and use all reasonable efforts to correct any deficiencies so that it will perform in accordance with standard terms agreed under these Terms. Further, if the Company is not able to correct the alleged breach of warranty as per foregoing, then it shall refund and/or adjust the applicable fees paid by the Customer or payable by the Customer, as the case may be, in relation to the portion of Service which have found to be deficient and have not been corrected as above, post the alleged breach of warranty (if any). The Customer shall provide all information reasonably requested to enable the Company to cure the nonconformity, to the extent required.
The Company is not responsible for: (a) any consequences resulting out of the misuse of any kind by the Customer or the Permitted User of the Services, in a manner that causes any harm or injury to a third-party; and (b) any loss that the Customer may incur as a result of a third party using the Customer or its Permitted User’s account, either with or without their knowledge.
LIMITATION OF LIABILITY - In no event shall the Company be liable to the Customer and any third party for any Direct, Indirect, Punitive, Incidental, Special, Consequential or any other Damages whatsoever, including without limitation, damages for loss of use of data or profits, arising out of or in any way connected to the use of Services. Subject to Applicable Laws, in no event shall the total aggregate liability of the Company under these Terms exceed the amount of fees paid by the Customer for the Services during the three (3) months immediately preceding the formal written notice of any claim for liability arising hereunder.

13. DISPUTE RESOLUTION AND GRIEVANCE REDRESSAL

Mediation – If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.
Arbitration - In case any such dispute is not amicably resolved within 30 (Thirty) days of such referral, it shall be resolved through arbitration, in India, in accordance with the provisions of Arbitration and Conciliation Act 1996. The venue and seat of such arbitration in India shall be Mumbai. All the arbitration proceedings shall be carried out in English language.
Governing Law and jurisdiction – These Terms and any dispute arising from it, whether contractual or non-contractual, will be governed by Indian law and subject to the arbitration clause above, be subject to the exclusive jurisdiction of the courts of Mumbai, India.
Grievance Redressal Mechanism- any complaints, abuse, or concerns with regards to content or comment or discrepancies or misuse of information or breach of the Terms shall be immediately addressed to the grievance officer, whose details are provided below-
Name – Mr. Punit Pande, Head of Operations
Contact details:
grievanceofficer.fls@tcgre.com

14. GENERAL

Compliance with law – Both the Parties will comply with all Applicable Laws and regulations relevant to the Services.
Matters beyond reasonable control – No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control, or due to a Force Majeure Events or any epidemic, pandemic or disease outbreak, and any actions or measures taken by governmental or regulatory authorities in relation thereto.
Independence – The Parties will cooperate regarding the Parties’ audit independence requirements.
Entire Agreement – These Terms forms the entire agreement between the Parties in relation to the Services, superseding any prior agreements, documents and or communications or discussions.
Assignment – No party shall transfer or assign their rights or obligations under these Terms without prior written consent, of the other party.
Survival – Any clause that is meant to continue to apply after termination of these Terms will do so, including but not limited to 10, 11, 12,, 13, 14, 15 & 16.
Relationship - In performing the Services for the Customer, the Company is an independent contractor.
Headings and Interpretations- The headings and titles of the sections, clauses, and sub-clauses of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any of its provisions. Any reference to a section, clause, or provision in this Agreement shall be construed as referring to the relevant section, clause, or provision of this Agreement, regardless of the heading or title assigned to it.
Notices- All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices from the Company to Customer may be in the form of an electronic notice to the Customer's authorized representative or Administrator.
Management responsibilities and functions - The Customer is responsible for all management functions and for decisions relating to the Services, including evaluating and accepting the adequacy of the scope of the Services in addressing their needs.

15. The Parties acknowledge and agree that this Agreement has been negotiated and drafted by both Parties, and that each Party has had the opportunity to review, discuss, and seek advice on the terms and conditions set forth herein. Therefore, in the event of any ambiguity or uncertainty in the interpretation of this Agreement, such ambiguity or uncertainty shall not be construed against either Party as the drafter or proponent of such term. The Parties further agree that no Party shall be held liable or responsible for any misunderstanding or dispute arising from any ambiguous or unclear provision of this Agreement. Both parties have voluntarily entered into this Agreement with full knowledge of its contents and understand that any vagueness or unclear language will be interpreted fairly and reasonably, without favoring one Party over the other.

16. This Agreement may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same agreement. The Agreement shall become effective upon execution and delivery of all counterparts by the Parties, and it is understood that the Parties need not sign the same counterpart. Signatures transmitted by facsimile or other electronic means (including email or digital signature platforms) shall be deemed valid and binding, with the same legal effect as if the signature were an original. This Agreement may be executed in either physical or digital form, and all executed counterparts, collectively, shall form a valid and enforceable Agreement.

17. Interpretation - In these Terms the following words and expressions have the meanings given to them below:

Administrator- means a natural person named by the Customer who shall with the written consent of the Customer shall have the administrator privileges of the Services provided to the Customer.

Access Codes- The access credentials (such as usernames and passwords) the Company gives the Customer which allows the Customer’s Permitted Users to access and use the Services.

Applicable Law- means and includes any statue, law, regulation, sub-ordinate legislation, ordinance, rule, judgement, rule of law, order (interim or final), writ, decree, clearance, authorizations, approval, directive, circular guideline, policy, requirement, code of practice or guidance note, or other governmental, regulatory, statutory, administrative restriction or any similar form of decision, or determination by, or any interpretation or administration of any foregoing by, and any statutory or regulatory authority or government agency or any other authority, in each case having jurisdiction over the subject matter of these Terms.

Company- refers to First Livingspaces Private Limited (formerly known as TCG Livingspaces Private Limited), a company incorporated under the Companies Act, 1956, having CIN No. U73100WB2006PTC110866 and having its registered office at “Bengal Intelligent Park”, 2nd Floor, Building Delta, Plot A2, M2 & N2, Block EP & GP, Sector V, Salt Lake Electronics Complex, Kolkata 700 091, West Bengal, India.

Confidential Information- shall mean any and all information, material or data relating to a Party disclosed to, or otherwise acquired or observed by, Receiving Party, its affiliated companies, directors, officers and employees (collectively, “Receiving Party's Representatives”), from the Disclosing Party, its affiliated companies, group Companies, directors, officers and employees relating to the business of the Disclosing Party, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, and shall include, but not limited to, system architecture, reports, documentation, drawings, models, work-in-progress, product/service specifications, prototypes, personnel statistics, marketing and strategic information, proprietary research data and financial information, cost and pricing information, financial plans and analyses, information concerning customers, trade secrets, methods, processes or procedures of the Disclosing Party, or its financial information, all sales and operating information, existing and potential business and marketing plans and strategies, data media, know-how, designs, drawings, specifications, source codes, technical information, concepts, reports, methods, processes, techniques, operations, devices, and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright, and compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on such information disclosed by the Disclosing Party. The term “Confidential Information” does not include information which: (i) becomes generally available to the public other than as a result of disclosure by Receiving Party in breach of this Agreement; (ii) was available to Receiving Party on a non-confidential basis as shown in written records from a source other than the Disclosing Party, prior to its disclosure to Receiving Party by Disclosing Party and such other Disclosing Party is not bound by a Non-Disclosure Agreement or is not otherwise prohibited from transferring the information to Receiving Party by a contractual, legal or fiduciary obligation; or (iii) is independently developed by Receiving Party without any use of or benefit from the Confidential Information and such independent development can be documented by Receiving Party with written records.

Customer- refers to any legal person or legal entity though its authorized representative/signatory accessing or using the Services, who is competent to enter binding contracts, as per the provisions of the Indian Contract Act, 1872.

Freemium Period - the period during which the Company may agree to provide certain features of the Services for free.

Intellectual Property Rights- means national, regional and international patents (including utility patents and models, design patents and patents arising from any patent applications), design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks, logos and design marks, trade names and brand names, together with all goodwill associated with any of the foregoing, rights with respect to internet domain names and uniform resource locator, all computer programs and software, microcode, software implementations of algorithms, computer program architecture, models and methodologies, whether in source code, object code, executable code and components thereof, data bases, compilations of information, websites, content and graphics, systems, network tools, and related documentation, including any registrations and applications in respect thereof, to the extent transferable and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

Platform- refers to sirrus.ai, an online software-as-a-service platform.

Permitted Users- means the officers, employees, partners, directors or clients of the Customer who may access and use Services on the directions of the Customer.

Order Form- means an ordering document or an online order, entered into between the Company and the Customer specifying the Services availed by the Customer.

Services- means Sirrus.ai, an online software-as-a-service platform which is an AI-driven application, that seeks to automate operations. It equips the Customer with advanced tools for inventory management, intelligent content creation, AI driven sales funnel analysis and post-sales assistance. Sirrus.ai is managed and provided by First Livingspaces Private Limited (formerly known as TCG Livingspaces Private Limited), to the Customer in the form of module(s)/features which collectively forms part of the Platform.

User Guide- means the user guide, provided by the Company to the Customer for the usage of Services, as updated from time to time.

General Terms and Conditions for the use of Sirrus.ai

1. ACCEPTANCE OF TERMS

These General Terms and Conditions for the use of Sirrus.ai along with the Privacy Policy, Cookie Policy (“Agreement” or “Terms”) constitute a binding and enforceable legal contract between First Livingspaces Private Limited (formerly known as ‘TCG Livingspaces Private Limited’) (“Company”), having its registered office at Bengal Intelligent Park, Building.-Delta, 2nd Floor, Block EP&GP, Sector V, Salt Lake Electronics Complex, Kolkata 700091 (“Company”, “we”, “us” or “our”) and you, a Permitted User of Sirrus.ai (“you”, “your” or “user”).

As used herein, the term “Services” means Sirrus.ai, an online software-as-a-service platform which is an AI-driven application, that seeks to automate operations. It equips the Customer with advanced tools for inventory management, intelligent content creation, AI driven sales funnel analysis and post-sales assistance. Sirrus.ai is managed and provided by the Company, to the Customer in form of module(s)/features which collectively forms part of a platform (“Platform”).

Permitted Users use the Services as a part of any paid subscription plan purchased by the Customer, who has separately entered into a written agreement with the Company governing the access and use of Services and permitting such Customer to create and configure Services so that Permitted Users can access the Services. As a Permitted User, you gain access to the Services only through a Customer of the Company. The written agreement with the Customer governs our relationship and commitment to deliver the Service to that Customer.

By clicking "I Agree," "I Consent," or by using or accessing the Services in any manner, you acknowledge and agree to be bound by these Terms, as well as any applicable policies or additional terms. If you do not agree to these terms, you should not use or access the Services. Your continued use of the Services constitutes your acceptance of these Terms. . You acknowledge that you have read, understood, and represent and warrant that you have full legal capacity and authority to agree to be bound by these Terms, as amended from time to time and that you will comply with the obligations listed here. You further agree to be bound by all instructions, directions and requirements in relation to the Services that the Customer shall require you to follow pursuant to the written agreement entered between the Customer and the Company.

2. ACCOUNT CREATION

As a Permitted User, you gain access to the Services through a Customer of the Company. To use the Services, you will be required to create an account, access of which will be assigned and controlled by the Customer.
While registering, if you provide false, inaccurate, outdated or incomplete information, or if there are reasonable grounds to suspect the accuracy or completeness of the information provided, we reserve the right to suspend or terminate your account and deny current or future use of the Services (or any features/parts thereof) at our discretion.
To create an account, you must be at least 18 years of age. The Permitted User agrees and undertakes that each mobile number shall be associated with only one account, ensuring that each account is linked to a unique number.
When you or another Permitted User submit content or information while using the Services (“Customer Data”), you acknowledge and agree that, as between the Company and Customer, Customer Data is owned and controlled by the Customer.
Unless otherwise specified under these Terms, as between the Company and the Customer, You acknowledge and agree that it is solely Customer’s responsibility to (a) notify you and any other Permitted Users about any pertinent customer policies, practices, and configurations that might influence the handling of Customer Data; (b) secure any necessary rights, permissions, or consents from you, any other Permitted Users, and any other persons to ensure the lawful utilization of Customer Data and the functioning of the Service ; (c) ensure that the transfer and processing of Customer Data under these Terms is lawful; and (d) respond to and resolve any dispute with you, any other Permitted Users or any other persons relating to Customer Data, or Customer’s failure to fulfil these obligations. In your capacity as a Permitted User, the Company makes no representations or warranties of any kind (whether express or implied) to you relating to the Service, which is provided to you on an “as is” and “as available” basis.
You are solely responsible for maintaining the security and confidentiality of your own account and agree to immediately notify us of any disclosure or unauthorised use of your account or any other breach of security with respect to your account. You shall also ensure secrecy and confidentiality in relation to any information shared by the Company in relation to its Services including in relation to pricing or any other facts relating thereto.
You are liable and accountable for all activities that take place through your account, including activities performed by persons other than you. We shall not be held liable for any unauthorised access to your account.

3. CONSENT TO USE DATA

You agree that we may, in accordance with our Privacy Policy, collect and use your personal data. The Privacy Policy explains the categories of personal data that we collect or otherwise process about you and the manner in which we process such data.
In addition to any consent that you may provide pursuant to the Privacy Policy, you hereby consent to us sharing your information with our affiliates or other third-party service providers. We may use information and data pertaining to your use of Services for provision of the services, analytics, trend identification, and purposes of statistics to further enhance the effectiveness and efficiency of our Services, and provision of beneficial schemes, new offers, for experience enhancement and any other specific purposes in accordance with the terms of the Privacy Policy.
Subject to applicable laws, we may be directed by law enforcement agencies or the Government and related bodies to disclose data in relation to you in connection with criminal or civil proceedings. You understand and agree that in such instances we shall have the right to share such data with relevant agencies or bodies.
While providing Services, we reserve the right to migrate data as necessary. It is hereby acknowledged and agreed that such migration may occur without the need for explicit consent, or as necessary, in accordance with these Terms and applicable laws.

4. THIRD PARTY SERVICES

The Company may include services, content, documents, and information owned by, licensed to, or otherwise made available by, a third party (“Third-Party Services”) and contain links to Third-Party Services. You understand and acknowledge that Third-Party Services are the sole responsibility of the third party that created or provided it and that use of such Third-Party Services is solely at your own risk and the Company shall not be liable or responsible for any such Third-Party Services. Nothing contained herein shall constitute or be deemed to constitute an agency or partnership or association of persons for and on behalf of the Company or any Third-Party Service provider. The arrangement specified in this clause is strictly executed on principal-to-principal basis and each concerned person shall be bound for their distinct responsibilities, rights, liabilities and obligations in accordance with the relevant bilateral agreement between such persons.
The Company shall have the unequivocal consent of the Permitted User to share Permitted User information, in whole or part with the Third-Party Service provider, without any intimation to the Permitted User.
We make no representations and exclude all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Should you avail a Third-Party Service, you shall be governed and bound by the terms and conditions and privacy policy of the third parties providing such services. Further, all intellectual property rights in and to third party services are the property of the respective third parties.

5. YOUR RESPONSIBILITIES

represent and warrant that all information that you provide in relation to the Services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while you avail the services and/or use our Services. Should any information that you provide change during the existence of these Terms, you agree to immediately bringing such change to our notice. We do not accept any responsibility or liability for any loss or damage that you may suffer or incur if any information, documentation, material, or data, provided to avail the services is incorrect, incomplete, inaccurate, or misleading or if you fail to disclose any material fact.
You shall extend all cooperation to us in our defence of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Terms.
You shall not use our Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you shall not:
1. display, upload, modify, publish, transmit, store, update or share any information which belongs to another person and to which you do not have any right.
2. upload, post or otherwise make available any content while using the Services which would infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of any party.
3. copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, modify or create any derivative works from the Services.
4. deceive or mislead the addressee about the origin of the message or knowingly and intentionally communicate any misinformation or information which is patently false and untrue or misleading in nature.
5. You must not impersonate any person.
6. use the Services to transmit any data, or send or upload any material that contains viruses, trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes, or similar computer code, designed to adversely affect the operation of any computer software or hardware.
7. display, upload, modify, publish, transmit, store, update or share aby information that is in the nature of an online game that is not verified as a permissible online game.
8. use any robot, spider, other automated device, or manual process to monitor or copy the Services or any portion thereof.
9. engage in the systematic retrieval of content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory.
10. use the Services in any unlawful manner, for fraudulent or malicious activities or in any manner inconsistent with these Terms.
11. Decompile, decipher, reverse engineer, or disassemble the services or otherwise decrypt the Services or the facilities provided therein.
12. Use any content that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, public order, cause incitement to the commission of any cognisable offence, prevents investigation of any offence, or is insulting another nation.
13. upload, post or otherwise make available any content while using the Services which would be defamatory, grossly harmful, blasphemous, paedophilic, invasive of another’s privacy including bodily privacy, insulting, harassing or discriminatory based on gender, ethnically objectionable, disparaging, relating to, or encouraging money laundering or gambling, libellous, hateful, racist, violent, obscene, pornographic, unlawful, harmful to children or otherwise offensive to any other person, relating or encouraging money laundering or gambling, or an online game that causes user harm, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence;
14. Link to, mirror, or frame, any portion of all or any of the Services provided therein.
15. display, upload, modify, publish, transmit, store, update or share any information that is harmful to child.
16. display, upload, modify, publish, transmit, store, update or share any information is advertisement or surrogate advertisement or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such an online game.
17. display, upload, modify, publish, transmit, store, update or share any information that is advertisement or surrogate advertisement or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such an online game.
Violate applicable laws in any manner. You warrant that you shall not engage in any activity that interferes with or disrupts the Services provided by the Company.
You are prohibited from attempting to gain unauthorized access to any portion or feature of the Services, any other systems or networks connected to the Services, or to any of our servers, whether through hacking, password mining, or any other illegitimate means.

6. INTELLECTUAL PROPERTY

All rights, titles, and interest in Sirrus.ai, including all intellectual property rights arising out of the Services provided, are owned by us. Sirrus.ai is proprietary software developed and made available exclusively. All content on Sirrus.ai, which is including, but not limited to, names, logos, trademarks, images, text, columns, graphics, graphs, illustrations, artwork, software, designs, information, button icons, and any other content are the exclusive and sole property of the Company. All icons and logos are trademarks of and proprietary to the Company. The unauthorised copying, modification, use or publication of these marks is strictly prohibited. Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right on, or licence to, our or any third party’s intellectual property rights.
You only have a limited right to use the Services in accordance with these Terms and any other instructions received from the Company or the Customer in relation to use of the Services.
We may request you to submit suggestions and other feedback, including bug reports relating to Sirrus.ai from time to time (“Feedback”). We may freely use, copy, disclose, publish, display, distribute, and exploit the feedback we receive from you without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.
Systematic retrieval of the Company’s content to create or compile, directly or indirectly, a collection, compilation, database, or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from the Company is prohibited. In addition, use of the content for any purpose not expressly permitted by the Company in these Terms is also prohibited and may invite legal action.
Except as expressly permitted in these Terms, Permitted User shall not: (a) copy, store, reproduce, transmit, distribute, display, rent, lease, license, transfer, sell, modify, alter or commercially exploit intellectual property belonging to the Company, or any part thereof; (ii) reverse engineer, decompile, disassemble, translate or create any derivative work of the Company’s intellectual property, or any part thereof;

7. ARTIFICIAL INTELLIGENCE

If you use any AI or machine learning features and functionality provided while using the Services (collectively “Artificial Intelligence”), you agree to:

implement appropriate human oversight and safeguards to mitigate potential risks associated with your use of Artificial Intelligence.
remain responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of Artificial Intelligence.
provide information about your intended use of Artificial Intelligence and compliance with the terms upon request.
ensure compliance with any advisory, direction, regulation, rule, law or direction issued by the government from time to time in relation to Artificial Intelligence; and
evaluate Artificial Intelligence outputs for accuracy and appropriateness in light of the probabilistic nature of Artificial Intelligence and potential for producing inaccurate content.

8. DISCLAIMERS AND WARRANTIES

The Services are provided on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including without limitation to the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, we make no warranty that the services provided by the Company will meet your requirements or expectations.
No advice or information, whether oral or written, obtained by you from us shall create any warranty that is not expressly stated in the Terms.
The Company does not warrant the services or results obtained from the use or that the services will meet the user’s expectations or requirements or that Services will be uninterrupted or free from any technical error.
The Company shall not be held liable for any damage or injury caused due to performance, failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, link failure, site crash, malfunctioning or software/ hardware, unavailability of network, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of information, whether resulting in whole or in part from negligence or otherwise.
The Company is not responsible, and shall not be held liable, for: (a) any consequences resulting out of the misuse of any kind by the Permitted User, in a manner that causes any harm or injury to a third-party; and (b) any loss that the Permitted User may incur as a result of a third party using the Permitted User’s profile, either with or without their knowledge.

9. JURISDICTION, GOVERNING LAWS AND DISPUTE RESOLUTION

These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this clause, courts in Mumbai shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.
Any controversies, conflicts, disputes, or differences, arising out of these Terms shall be resolved by arbitration in Mumbai in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this clause. The tribunal shall consist of 1 (One) arbitrator appointed mutually by the Parties. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential, and not disclose to any person, other than on a need-to-know basis, or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the parties thereto. Each party to the arbitration shall bear its own costs with respect to any dispute.

10. GRIEVANCE REDRESSAL

You may contact our designated Grievance Redressal Officer with any complaints or queries relating to the services or these Terms through email, details of which are provided below:
Name: Mr. Punit Pande
Designation: Head of Operations
Email Address: grievanceofficer.fls@tcgre.com
We shall ensure that your complaint is resolved within timelines prescribed under applicable laws.

11. MISCELLANEOUS PROVISIONS

Changes to Terms: The terms are subject to revisions at any time, as determined by us, and all changes are effective immediately upon being posted on Sirrus.ai. It is your responsibility to review these Terms periodically for any updates or changes. You will be deemed to have accepted the changes made to these Terms if you continue to use our Services once it has been posted.
Severability: If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue to be in effect. If any unlawful or unenforceable provision would be lawful or enforceable if a part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
Notices: All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to grievanceofficer.fls@tcgre.com
Third-party rights: No third party shall have any rights to enforce any terms contained herein.
Force Majeure: We shall have no liability if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions, or accidents beyond our reasonable control, including without limitation to, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic or compliance with any law or governmental order, rule, regulation, or direction.