Terms of use

Thanks for taking the time to read our General Terms. We’ll try to keep things simple, but it’s important that you understand your rights and responsibilities, so please keep reading.

By accessing this website we assume you accept these terms and conditions. Do not continue to use www.amara.ai or dashboard.amara.ai,  if you do not agree to take all of the terms and conditions stated on this page.

This contract is between Squadgain Techlabs private Limited ( (hereinafter referred to as the “Squadgain or “AMARA”) & Customer( (hereinafter referred to as the “User”)

1. APPOINTMENT

• User hereby engages Squadgain to provide the Services, to User and, Squadgain hereby accepts such appointment and agrees to render certain Services to User for the consideration and on the other terms and conditions contained herein below.
• Squadgain grants the User a non-exclusive, non-transferable, non-sub-licensable, and royalty-free license to reproduce, install, and use the data internally, solely for purposes of using it in connection with the Services.
• User hereby appoints the Service Provider, on a non-exclusive, principal-to-principal basis for the supply and providing of Services as per the terms of this Agreement. It is expressly understood by the User that this Agreement does not confer any exclusive right with respect to the Services to be rendered under this Agreement; further, the Service provided by the Squadgain is also offered on a non-exclusive basis. Squadgain however reserves the right to appoint or partner with other service providers in respect of the Services. 

 2. SERVICES

• The Services shall be provided: (i) in accordance with the conditions, methods, and timelines agreed between the parties and (ii) at such times and places, mutually agreed by the parties, from time to time.
• In the event that either User or Squadgain is desirous of varying/adding/reducing the scope of Services, then the party requesting the change shall notify the same to the other party. If such variation/addition/reduction impacts the terms and conditions hereof or in the relevant Annexure, the Parties shall mutually agree on the amendments to be carried out and accordingly modify this Agreement and/or the relevant Annexure. 

3. REPRESENTATION AND WARRANTY

 Squadgain represents and warrants to the User:

• Squadgain has been validly existing under the laws of India and eligible to provide the services under this agreement
• Upon executing, this Agreement shall form a valid binding contract enforceable against Squadgain.

 The User represents and warrants to Squadgain:

• The User has been validly existing under the laws of India and eligible to obtain the Services under this Agreement.
• The User undertakes and warrants that the information and documents provided through KYC or e-KYC have been validly obtained.
• Upon executing, this Agreement shall form a valid binding contract enforceable against the User.
• The User shall not utilize the Services in any manner except for the purposes specifically permitted under this Agreement.             

4. COMPLIANCE OF LAWS

The Parties hereto agrees that it shall comply with all applicable local laws, ordinances, and codes in performing its obligations hereunder, including the procurement of licenses, permits, certificates, and any other requirements with regard to its employees or persons engaged by that Party and such taxes, licenses as may be applicable under this Agreement.

5. PROFESSIONAL RESPONSIBILITY OF SQUADGAIN

In providing the Services, Squadgain will: 

• exercise the same degree of professional competence, care, skill, diligence, and prudence as is normally exercised by professionals in the field of Squadgain; (ii) provide the Services in a timely manner in accordance with the instructions of the User and terms hereof; (iii) fulfill such incidental duties and responsibilities in connection with the Services; (iv) devote the required resources, time and attention necessary to satisfactorily provide the Services; and (v) not knowingly do any act or thing which may injure or tend to injure or adversely affect the reputation of User and its business.
• Squadgain undertakes to resolve all the technical issues within the assigned scope, and in any case within the ambit of the Services provided, in a timely manner, which may arise while providing Services under this Agreement.  
• During the tenure of this Agreement, Squadgain shall create an account for the User to use and access the Dashboard, in order to carry out Services.
• Squadgain may store personally identifiable details of the User’s service accounts. It may also automatically receive and record server logs from the User’s browser, including IP addresses, cookie information, SMSs, Dashboard history, etc., in relation to the provision of Services. This data is governed by Squadgain’s Privacy Policy.
• Squadgain shall be solely responsible for the development, operation, and maintenance of the Squadgain Platform.

6. PROFESSIONAL RESPONSIBILITY OF USE

• User shall: (i) provide Squadgain with the requisite inputs in a detailed and timely manner, as considered necessary by it to enable it to discharge its obligations hereunder in an efficient manner; (ii) render all necessary assistance and cooperation to Squadgain as reasonably required in the performance of the Services. 
• The User shall not use the Services illegally and/or for any prohibited activity or for conducting any illegal activity under applicable laws. The User shall not use the Services for spam, unsolicited email; in any way violate applicable laws. 
• The User shall not create a false identity for the purpose of utilizing the Services and misleading others.
• The User is responsible for maintaining the security and privacy of its account, at its’ end. 
• The User shall not reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from Squadgain ’s Intellectual Property.
• The User shall promptly inform Squadgain of any updates or upgrades to Users systems that could affect the Services.

 7. COMPENSATION AND PAYMENT TERMS 

• Squadgain Services are billed on a subscription basis (Subscription) and you will be billed in advance on a recurring, periodic basis (called a Billing Cycle). The Billing Cycle for your Subscription is outlined in the Master Service Agreement.
• You agree to pay Squadgain any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Master Service Agreement. Fees paid by you are not refundable.
• Squadgain may change its fees for Services at any time. Except where you exceed the User limit indicated in a Master Service Agreement, any changes to fees will apply from the start of your next Subscription Term.
• If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Master Service Agreement, we may charge you for the additional Users on a pro-rata basis for the remainder of that Billing Cycle.
• Except for any payments specifically described in this Agreement, each Party will be responsible for its own costs and expenses incurred in meeting its obligations under this Agreement.
• Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service.
• To avoid doubt, automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term. 

8. PAYMENT METHODS

You authorize us to charge for fees using the payment method indicated in the Service Order. Unless otherwise agreed, payments for invoices are due 30 days after the invoice date. If you elect to pay by credit card, debit card, or any other billing method that supports automatic recurring payments, we will initially attempt to charge you using that billing method when payment is due, and payments will be considered overdue if payment is not received within 30 days of that due date. If Squadgain is required to initiate legal action due to non-payment of fees, the Customer shall bear all costs resulting from the collection of such fees. You agree to keep your billing and billing contact information current and accurate.

9. CONFIDENTIALITY, DATA PROTECTION, AND PRIVACY:

• Parties mutually agree to maintain the confidentiality of all Confidential Information provided under this agreement.
• Parties shall be permitted to use the Confidential Information only for exercising rights granted under this Agreement. Receiving Party shall not use the Confidential Information for any other purpose, commercial or otherwise without the disclosing party’s written permission.
• Receiving Party shall implement adequate security measures for maintaining the secrecy of Confidential Information of disclosing party. Such measures shall not be less than the measures taken by them to safeguard its own Confidential Information of the like nature.
•  Each Party hereby agrees that this Agreement or the contents thereof shall not be disclosed by either Party to any third party without the prior written consent of the other Party.
• Provided however that nothing contained hereinabove shall apply to any disclosure by either party of any information received from the other party if:
  • Such disclosure is required by applicable law or requested by Governmental Authority, provided, however, such Party must intimate to the other Party whose information is requisitioned by such Governmental Authority, the fact of such request from the Governmental Authority;
  • Such information is available in the public domain, other than by a breach of the Agreement by the party seeking to make such disclosure;
  • Such information is made available to the Squadgains and professional advisers of either Party, solely for the purpose of providing the Services under this Agreement; or
  • Such information is disclosed by a Party with the prior written consent of the other Party. Provided the disclosure is made strictly in accordance with such written consent.
• Each party shall at all times maintain secrecy and shall keep confidential (and procure that its members, directors, employees, and agents shall keep confidential) the materials, details regarding the services, and all other information and documents which it may acquire in connection with or which may be in its custody during the course of providing the Services hereunder and shall not use or disclose such information in an unauthorized manner. The obligation on the part of the Parties contained above shall continue for the Term of this Agreement and for a period of 5 (five) years after the termination of this Agreement.
• Consistent with the User’s expectations of information security for Squadgains working at the office, Squadgain will be expected to ensure the protection of User and customer information accessible to Squadgain or its representative(s). Squadgain warrant that it shall:
  • Removable Media Restrictions:  not store User’s Data on removable media (e.g., USB flash drives, thumb drives, memory sticks, tapes, CDs, or external hard drives)
  • Notification:   In the event that Squadgain becomes aware of any suspected or known breach of the security of, or loss of, any Personal Information collected, handled, stored, transmitted, or otherwise processed by User or any third party under this Agreement, Squadgain shall immediately provide notice to User.
  • The Personal Information shall include any information collected/accessed by Squadgain in accordance with the provisions of this Agreement or otherwise, relating to the User, its’ employees, customer, Squadgain, end-user, or any other information or data relating to a person, related to the User in any manner. 
  • Notification of Individual Access Requests: Notify the User within 24 hours if it receives a request from any individual for access to the Personal Information relating to such individual or another person (e.g., a minor) on whose behalf such individual is acting
  • Limited Use: Use the limited Personal and/or Confidential Information only to perform activities as described in this Agreement and that Squadgain shall not, under any circumstances, use the Confidential Information to perform any other services other than those designated in this Agreement.
  • In light of this Clause, Squadgain agrees not to use or modify Personal and/or Confidential Information as of the basis for design or creation of any other product, technology or information or use any of the Personal/Confidential Information directly or indirectly to compete against the User or use the Confidential Information in any way which might be detrimental to the User. 
  • If applicable, upon termination, cancellation, expiration, or other conclusions of the Agreement, Squadgain shall return or destroy all protected data or confidential information that may have been accessed during the term of the Agreement,   and retain no copies.
  • Restriction on Disclosure:  Not disclose the Personal Information to any such individual or to a third party other than at the written request or approval of User.
  • In the event the Receiving Party receives any request or order from the court, government or quasi-government or other law enforcement agency for disclosure of the Confidential Information of the Disclosing Party, the Receiving Party, to the extent legally permitted, shall notify the Disclosing Party of such request or order in order to enable the Disclosing Party to obtain a protective order against such disclosure. In the event the Disclosing Party fails to obtain such protective order, the Receiving Party may disclose Confidential Information without being in breach of this Agreement to the extent legally required.

10. Data Privacy and Security

•  User’s Sensitive and Classified Data. Squadgain shall comply with all Indian laws governing or relating to privacy, data security, and the handling of data security breaches. All information pertaining to the User shall be deemed to be proprietary information of the User, subject to the obligations and restrictions set forth in this Agreement.
• Limited Disclosure. Squadgain shall not disclose User’s Information to any third party or use any of User’s information (i) without User’s prior written approval; and (ii) only as permitted by law, and then only to the extent necessary to carry out its obligations under this Agreement.

 The provisions relating to intellectual property, Data Security, and confidentiality shall survive the termination of this Agreement. 

11. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

• Squadgain shall take due care to protect and safeguard the Intellectual Property of the User which it uses and shall use the User’s trademarks, trade names, or any other symbols in their showcasing the same in their client portfolio. However, Squadgain may do so only for the purpose of identifying and advertising the products within the scope of this contract shall not misuse the same in any way whatsoever.
• The whole right, title, and interest in and to and all Intellectual Property generated by or belonging to the User and used in connection with or for the purpose of providing the Services shall remain with the User. 
• Squadgain shall not use any Intellectual Property of User in any advertising or promotional efforts without User’s prior written consent except in the manner as agreed by the parties under this agreement.
• In the event of this Agreement being prematurely terminated, the Squadgain shall immediately cease to use such intellectual property and shall immediately return the same to the User.

12. USER’S PROPERTY

• Squadgain agrees that all the User Property belonging to User shall be and remain the sole and exclusive property of User. Squadgain will be responsible for the safekeeping and return in good condition and order, of all the User Property, which may be in Squadgain’s use, custody or charge. Squadgain agrees that during Term or the Renewed Term (both as defined below), it shall not make, use or permit to be used any User Property except for the benefit of User.
• For the purposes of this Agreement, “User Property” includes, but is not limited to the following: all originals and copies (in whatever form) any and all notes, data, notebooks, memoranda, lists, records, reports, drawings, sketches, specifications, computer programs, designs, graphics, architectures, frameworks, devices, and models (or portions of any of them), passwords, codes, personal computers, laptops, fax machines, scanners, copiers, printers, tools, CD-ROMs, diskettes, intangible information stored on diskettes, pagers, cellular phones, manuals, building keys and passes, access cards, parking passes, and any documentation or other materials of any nature, whether written, printed, electronic or in digital format or otherwise, relating to any matter concerning User’s business and any other property in Squadgain’s possession, custody or control.

13. TRADEMARKS & TRADE NAMES 

• Squadgain shall use the User’s trademarks, trade names, or any other symbols in their showcasing the same in their client portfolio during the term of the Agreement. However, Squadgain may do so only for the purpose of identifying and advertising the products within the scope of this contract and in the User’s sole interest
• Squadgain agrees neither to register, nor have registered, any trademarks, trade names, or symbols of the User (or which are confusingly similar to the User), in the Territory or elsewhere.
• Squadgain’s right to use the User trademarks, trade names, or symbols, as provided for under the first paragraph of this Article, shall cease immediately upon the expiration or termination, for any reason, of the present contract. 

14. INDEMNITY & LIMITATION OF LIABILITY 

• Each Party (“Defaulting Party”) hereby undertakes and agrees to indemnify and keep and hold the other Party (“Non-Defaulting Party”) indemnified and harmless from and against all claims, proceedings, damages, losses, actions, costs, and expenses arising as a consequence of or out of this Agreement or arising from any breach of terms and conditions of this Agreement.
• In providing the Services, Squadgain will ensure that it has obtained any and all necessary permission(s)/license(s)/ approval(s) from third parties to use the Third Party’s Materials/content, and that use of the Materials/content by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. Squadgain shall indemnify and hold User and User’s Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Materials by User to the extent of the consideration been received by the Squadgain under this agreement. This indemnity shall survive the termination of this agreement.No limitation of liability set forth elsewhere in this agreement is applicable to this indemnification.
• Notwithstanding anything contained in this agreement, in no event shall squad gain be liable to the user or any other person or entity for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with this agreement.  In no event shall either party’s total liability under this agreement exceed the total fees paid by the user in the calendar month immediately preceding the incident giving rise to the claim. 

15.    API Terms

• License Grant. The APIs are owned by Squadgain and are licensed to the User on a royalty-free, non-transferable, non-exclusive, non-sublicensable basis during the term of this Agreement. Except as otherwise provided in this Terms of Use, Squadgain retains all rights, title, and interest in and to all intellectual property rights embodied in or associated with the APIs.
• Limitation of Liability for API Use. User understands and agrees that Squadgain is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from your use of the API or third-party products that access data via the API.
• No Abuse or Overuse of the API. (i)The user understands and agrees that abuse or excessively frequent requests to Squadgain via the API may result in the temporary or permanent suspension of your account's access to the API. (ii)The user may not use the API to download data or Content from Squadgain for spamming purposes, including for the purposes of selling Squadgain users' personal information, such as to recruiters, headhunters, and job boards.(iii)All use of the Squadgain API is subject to these Terms of Service and the Squadgain Privacy Statement.
• Squadgain May Terminate User’s Use of the API. Squadgain reserves the right at any time to modify or discontinue, temporarily or permanently, terminate the User’s access to the API or any part of it by providing a prior written notice of at least 30 days to the User.

16. TERM & TERMINATION

• Each Party may immediately terminate this Agreement if the other party is in breach of any of its obligations hereunder and fails to correct the breach within 30 (Thirty) days following written notice specifying the breach. 
• Further, the User or Squadgain can terminate this agreement with or without any reason by giving  30 days' notice to the other party in writing. 
• Upon the termination of this Agreement: (i) Squadgain shall forthwith stop providing Services; (ii) User shall pay Squadgain all amounts/reimburse expenses incurred up to the date of termination for only the completed services as per this Agreement; (iii) Squadgain must immediately surrender or return to User (without retaining any copies or extracts thereof) any User Property which is in its control or possession or destroy the same, as instructed by User, and issue a certificate to that effect to User.
•  Any provisions of this Agreement, which by their nature are meant to survive the termination of this Agreement or are specified as such, shall continue to be binding, notwithstanding such termination.

17. RELATIONSHIP BETWEEN THE PARTIES 

Squadgain will, for all purposes, be deemed to be an independent contractor, contracting with the User on a “Principal To Principal” basis. No employment is created by virtue of this Agreement between the Squadgain and User and nothing in this Agreement is intended to or will result in either Party becoming or being treated as a representative, agent, or partner of the other.

18. MISCELLANEOUS PROVISIONS

• ASSIGNMENT: Neither this Agreement nor any rights or obligations contained in this Agreement will be assignable directly or indirectly, in whole or in part, by either party without the prior written consent of the other Party; provided, however, User may assign this Agreement to its affiliate(s) without having to obtain the consent of Squadgain. 
• This is a non-exclusive agreement and it does not, in any manner, restrict User from appointing any other person(s)/agencies to do same/similar/identical work on such terms and conditions as User may deem fit.
• FORCE MAJEURE: Neither Party shall be liable for failure to fulfill any obligation under this Agreement on account of force majeure reasons or reasons beyond its reasonable control. 
• NON-SOLICIT: Both parties further agree that at any time during the Term or the Renewed Term, either party shall not, directly or indirectly, solicit the employees of the other party or others engaged by the other party, in whatsoever capacity, to work with them or any other third party.
• NON-CIRCUMVENT: Squadgain agrees that at any time during the Term or Renewed Term, Squadgain shall not, directly or indirectly, either by itself or through others, attempt to circumvent User in any manner and/or deal directly with its employees, customers, clients, suppliers, vendor, contractors, and other such persons/entities.
• NOTICES: Any notices, requests, and other communications required or permitted hereunder shall be in writing and shall be given by hand against written acknowledgment of receipt, or sent by registered mail, or by facsimile followed by a confirmation letter by registered mail, at or to each of the Parties at the addresses set forth in this Agreement.
• HEADINGS: The headings contained in this Agreement are solely for the purpose of reference and shall not in any way affect the meaning or interpretation of this Agreement.
• AMENDMENTS: This Agreement can be modified, supplemented, or amended only by a written agreement executed by both Parties.
• WAIVER: Failure of either Party to require performance of any provision of this Agreement shall not affect such Party's right to the full performance thereof at any time thereafter, and any waiver by either Party of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach. No waiver shall be effective unless in writing and duly executed by the concerned Party.
• SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision will be struck from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. Further, the Parties shall endeavor to replace such provision with a valid, legally enforceable provision that reflects the original intent of the Parties.
• STAMP DUTY & CHARGES: The Stamp duty and any other related charges/expenses payable on this agreement and its duplicate shall be borne by both the Parties equally 
• COMPLETE AGREEMENT: This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof.
• All remedies of any Party under this Agreement, whether provided herein or conferred by Statute, Civil Law, Common Law, Custom or Trade usage, are cumulative and not alternative and may be enforced successively or concurrently.
• EXECUTION: This Agreement shall be executed in a single set, original to be retained by User and duplicate will be sent to the Squadgain, both of which embody one and the same agreement.
• GOVERNING LAW AND ARBITRATION: This Agreement shall be governed by the laws of India. Any disputes or differences whatsoever between the Parties which cannot be settled by mutual discussions shall be settled by arbitration at New Delhi in English language, under and in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. Nothing contained in this clause will preclude either Party from applying for and obtaining any injunctive, prohibitory, or other similar urgent or interim relief from a competent court of law, for which the courts New Delhi, shall have exclusive jurisdiction.
• GOOD FAITH: Parties acknowledge and represent that this agreement is concluded in a spirit of good faith and each party shall strive to protect the interest of the other.