Terms & Conditions
(a) Account means the user account created by You upon signing up to the Terms and providing the requisite information;
(b) Confidential Information means any information which is disclosed by either Party to the other Party pursuant to or in connection with the Terms (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) including, but not limited to, the Proprietary Information of valmi.io;
(c) Customer Data means any information, definitions, commands, credentials application, file, text or such other material that is shared, uploaded or generated by You while availing of or in the use of the Services and/or Product, such as and may include PII;
(d) Effective Date means the date on which You create an Account; accept the Terms; or install or use any part of the Product;
(e) Hosting Servers means those servers and other hardware and software that shall be used to host the Product or any other information as determined by valmi.io in its sole discretion;
(f) Intellectual Property Right means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database rights, design rights, moral rights or any other property rights that grant similar rights as the foregoing, whether registered or not, throughout the world;
(g) Party means either valmi.io or You as the context so requires and Parties shall refer to both valmi.io and You;
(h) Payment Method means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through Your Account with a third-party service provider/payment gateway;
(i) Personally Identifiable Information or PII means any data, records or information related to an individual that identifies (directly or indirectly) such individual;
(j) Product means managed SaaS offering of valmi.io low-code platform;
(k) Proprietary Information means (i) the Product, (ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Product, including its architecture, structure, sequence, and organization; and (iii) any inventions, customisations, drawings, performances, software, databases and methodologies in any manner related to the Product;
(l) Services mean the capability provided by valmi.io to You to perform certain specific processes by virtue of using the Product;
(m) Subscription Period means the monthly or annual subscription period that You may choose to sign up for in respect of the Product and Services;
(n) Subscription Plan means any subscription plan that You may choose to sign up for in respect of the Product and Services;
(o) Territory means worldwide;
(p) You or Yours means any person, individual or entity that enters into these Terms at the time of signing up for the use of Product and/or Services.
2. Grant of License and Hosting
(a) In consideration of the Fees paid by You to valmi.io, valmi.io hereby grants You a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Product and to avail the Services, for the Term, within the Territory, subject to the terms and conditions set forth herein.
(b) The Services are being made available to You on a fully hosted basis, i.e., the Product is hosted on the Hosting Servers or On-Prem basis where you are hosting valmi.io in your own infrastructure. You understand and agree that:
(i) the Hosting Servers are provided by third-party partners of valmi.io; and
(ii) such third-party partners have additional terms that are binding on You in the use of the services and access to the Product. Nothing herein shall be deemed to require valmi.io to provide You with the Product on any physical medium.
(c) valmi.io shall not be restricted (i) from collecting, storing, analyzing and using the data related to the use of the Product and the Services by You;
and (ii) from accessing and analysing the Customer Data on an pseudonymised basis, for any purpose valmi.io deems appropriate, including tracking Your usage of the Product and the Services, invoicing You in accordance with the Terms, tracking the product performance, marketing and sales materials, benchmarking studies and product development. Such data shall be valmi.io's Proprietary Information.
3. Intellectual Property Rights
(a) The Parties agree that You shall at all times retain the title to and the Intellectual Property Rights over the Customer Data.
(b) You acknowledge that, except for the limited right of access expressly granted under the Terms, the ownership of and title in and to all Intellectual Property Rights in the Product, the Services, modifications, enhancements (if any) and valmi.io Confidential Information, are and shall remain with valmi.io.
4. Prohibited Uses:
(a) You shall not:
(i) use the Products and the Services except as provided in these Terms and supplemental terms (if any);
(ii) copy any features, functions or user interfaces/graphics of the Products;
(iii) remove any copyright, trademark or other proprietary notices from any portion of the Product placed by us or any third-party partners;
(iv) decompile, reverse engineer or disassemble the Product;
(v) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, transmit or otherwise exploit the Product except as expressly permitted by valmi.io;
(vi) permit use of the Product by an unauthorised third party or undertake any activity which negatively impacts or tampers with the security measures of the Company;
(vii) build applications that interact with, or combine applications with, the Product which negatively affect the performance of the Product;
(viii) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Product or the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Product or valmi.io systems or any other computer system including by introduction of any virus, Trojan horses, worms, time bombs or such material;
(ix) attempt to gain unauthorized access to or impair any aspect of the Product or its related systems or networks;
(x) use the Product to host, download, store display, upload, modify, publish, transmit, update or share any information including the Customer Data that
(A) belongs to any other person and to which You do not have any right;
(B) infringes any patent, trademark, copyright or other proprietary rights;
(C) violates any law which is in force.
5. Customer Data
(a) You understand that all Customer Data is the sole responsibility of the person from whom such Customer Data originates. This means that You, and not valmi.io, are solely responsible for any Customer Data You transmit, store or otherwise make available through Your use of the Product or the Services. valmi.io does not control or store the Customer Data, nor does it guarantee the accuracy, integrity or quality of such Customer Data. You understand and agree that Your use of the Product and/or the Service and any Customer Data is solely at Your own risk.
(b) valmi.io shall adhere to reasonable security measures deemed by valmi.io to be appropriate, for the commercial deployment of the Product including, without limitation, using reasonable measures to secure the Customer Data from unauthorised access and modifications.
(c) While valmi.io shall to the extent it collects and processes the Customer Data comply with applicable laws, You undertake and agree that You shall procure all the consent(s) and approvals necessary to use Customer Data in Your use of the Product and/or Services and to enable valmi.io to provide the Services to You using the Customer Data.
(d) You are responsible for backing up, to Your own computer or other device, any important documents, materials or other user generated content that You store or access via the Service. valmi.io shall use reasonable skill and due care in providing the Service, but valmi.io does not guarantee or warrant that any user generated content You may store or access through the Service will not be subject to inadvertent damage, corruption or loss.
6. Third Party Materials
Third Party Materials, if any, with which the Product interoperates, shall be subject to the specific license terms set forth in the respective license agreements governing such Third Party Materials. To the extent that valmi.io has specific license terms agreed upon with the corresponding third parties with respect to one or more items of the Third Party Materials, such terms shall be set forth in the Annexure to these Terms.
(a) You shall at the time of creation of Your Account, provide certain payment details including Your Payment Method as maybe applicable to facilitate Your access and use of the Product and the Services.
(b) valmi.io will charge You using Your Payment Method based on the Subscription Plan and the Subscription Period that You may choose for the use of the Products and the Services (“Fees”) every month.
(c) The Fees for Your use of the Product and Services and any other charges You may incur in connection with the same, will be charged monthly in accordance with Your Subscription Plan and the Subscription Period on the calendar day corresponding to the commencement of Subscription Period.
(d) Notwithstanding anything contained in these Terms, the Fees are exclusive of all taxes thereon. You may deduct tax at source at applicable rates. You shall be liable for all transaction taxes on any fees provided under these Terms and supplemental terms (if any) including but not limited to goods and services tax (GST), consumption tax, business tax, service tax, product sales tax and similar taxes.
(e) In the event You fail to pay the Fees in accordance with the Subscription Plan and the Subscription Period that You have signed up for, valmi.io may, at its discretion, suspend Your use and access to the Product and Services.
8. Disclaimer of Warranties
(a) You understand and acknowledge that certain risks are inherent in the transmission of information over the internet. By signing up to these Terms, You have chosen to use the security measures provided by valmi.io even though other security measures are available. While valmi.io uses industry standard information security measures to protect the Product and the Service from viruses and malicious attacks, valmi.io does not represent or guarantee that the Product or the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and valmi.io disclaims any liability relating thereto to the extent that such loss, corruption, attack, viruses, interference, hacking, or other security intrusion occur despite valmi.io using the information security measures. valmi.io warrants that, during the term of these Terms, valmi.io will employ commercially reasonable system security measures. Except as expressly set forth in this section, valmi.io makes no representation, warranty, covenant or agreement that its security measures will be effective and neither valmi.io nor its affiliates shall have any liability for the breach of its security measures, or the integrity of the systems or valmi.io's computer servers, unless caused by the wilful misconduct or gross negligence of its employees.
(b) The Product and the Services are provided to You on an “as-is” and “as available basis”. valmi.io is not responsible for any failure of the telecommunications network or other communications links utilized to gain access to the Product and/or the Services.
(c) You further acknowledge that the Product and the Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage.
(d) EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, VALMI.IO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM AND EXPRESSLY WAIVE ALL OTHER, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF VALMI.IO OR THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR OF NON-INFRINGEMENT EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE (LIMITED WARRANTY). IN PARTICULAR, VALMI.IO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE PRODUCT AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE PRODUCT AND/OR THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE.
(e) Any telecommunication or other links required for the purposes of the Services and Your access of the Product shall be procured by You and valmi.io shall have no responsibility for the non-availability or failure of any telecommunication or other links.
9. Term, Termination and Suspension
(a) The Terms will come into force on the Effective Date and shall continue in force unless terminated earlier in accordance with the terms of the Terms.
(b) valmi.io may terminate these Terms:
(i) if You breach any of provisions under this Terms and have not cured such breach within 30 (thirty) days after receipt of notice of such default from valmi.io; or
(ii) immediately, if You have breached Your obligations under Section4 (Prohibited Use) or Section 10 (Confidential Information) or You file for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
(c) You may terminate these Terms with a 30 (thirty) day notice if valmi.io breaches any provision of the Terms and have failed to cure such breachwithin thirty (30) days after receipt of notice of such default from You.
(d) Each Party may terminate the Terms for its convenience upon providing a thirty (30) day written notice to the other Party.
(e) Upon termination of the Terms, You shall be under an obligation to pay any Fees due, up till the date of termination, and the rights granted for use of the Product and Services shall automatically cease.
(f) Those provisions, which by their nature are intended to survive the termination of the Terms, shall survive the termination of the Terms. Notwithstanding anything stated in this Terms, valmi.io may, at any time, suspend the Services and/or the Product if in the reasonable opinion of valmi.io: (i) You or any or all users have breached the terms of the Terms; or (ii) such suspension is required for safety purposes or to prevent a security breach; or (iii) to prevent any irreparable damages or losses to valmi.io or any other third party; or (iv) if any Fees and/or payments are more than fifteen (15) days overdue.
10. Confidential Information
(a) In the course the Terms, the Parties may exchange and/or provide the other Party with access to their Confidential Information. Each Party shall maintain the secrecy of the other Party’s Confidential Information and shall not permit the disclosure or duplication of Confidential Information to any third party other than an employee, agent or representative of the receiving Party who needs such information for the performance of the obligations hereunder. The receiving Party shall ensure that it maintains Confidential Information using security practices and procedures which conform to generally accepted industry standards.
(b) The obligations with respect to the Confidential Information disclosed pursuant to the Terms shall continue to bind the Parties for a period of five (5) years following the termination or expiry of the Terms. The receiving Party may disclose Confidential Information where the contemplated disclosure is required by applicable law, provided that, where permitted by applicable law, the receiving Party gives the disclosing Party sufficient notice of the disclosure and the reasonable endeavors to maintain the confidentiality of the Confidential Information and discloses only what it must.
(c) If the receiving Party commits a breach of its obligations related to Confidential Information, in addition to the remedies available to it for breach of contract, the disclosing Party shall be entitled to seek the remedies afforded to it in equity or at law for breach of confidence including injunctive relief without the requirement to post any bond or security.
(d) Notwithstanding anything here in, information disclosed pursuant to the Terms shall not be deemed to be Confidential Information if the receivingParty can show that such information: (i) was publicly available prior to the disclosure of such Confidential Information or is made publicly available by the disclosing Party without restriction; (ii) was rightfully received by the receiving Party from third parties without accompanying secrecy obligations; (iii) was already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party; or (iv) was independently developed by the receiving Party and the same can be evidenced with written records.
(e) On termination of the Terms as provided for in Section 9 above or on request of the disclosing Party, the receiving Party shall return to the disclosing Party or delete, any and all Confidential Information that may have been disclosed.
You shall defend, indemnify and hold harmless valmi.io, it’s officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, debts and costs (including reasonable attorneys’ fees), brought against valmi.io by third parties, arising out of or in relation to (i) Your violation of these Terms; (ii) Your breach of any Customer Data; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) Your breach of any applicable laws. Your indemnification obligation under this Section 11 will survive termination of these Terms and Your use of the Services.
12. Limitation of Liability
(a) valmi.io shall have no responsibility or liability if (i) the Product and/or the Services are not used in accordance with these Terms and supplemental terms (if any); or (ii) if any defect is caused by Your computing environment, or by interfacing third-party software.
(b) IN NO EVENT SHALL VALMI.IO BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, OR REVENUES, LOSS OF OPERATION TIME, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION, SPECIAL, INDIRECT, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF OR IN RELATION TO THE PRODUCT, SERVICES OR ITS USE BY YOU OR ANY USER OR THE TERMS.
(c) THE MAXIMUM AGGREGATE AMOUNT THAT YOU OR ANY PARTY CLAIMING THROUGH YOU CAN RECOVER FROM VALMI.IO AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THIS TERMS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED USD ONE THOUSAND (1000).
Neither Party shall assign its rights, claims or other entitlements under the Terms without prior written consent from the other Party.
14. Governing Law and Dispute Resolution
(a) These Terms shall be governed by and construed in accordance with the laws of California, without regard to its conflict of laws principles and all disputes arising out of this Terms shall be exclusively referred to and resolved by the competent courts in California.
(b) All disputes arising out of the Terms shall be exclusively resolved by arbitration at Hyderabad by a sole arbitrator, mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996 (as amended, supplemented or replaced). The language to be used in arbitral proceedings shall be English.
15. Force Majeure
Neither Party shall be liable to the other for failure or delay in the performance of an obligation, excluding payments due, if such failure or delay is caused by an event beyond the Party's control, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other Party may terminate the Terms if such condition continues for a period of thirty (30) days.
No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Terms. Further, no waiver shall be effective unless made in writing and signed by an authorized signatory of the waiving Party.
valmi.io may, at its sole discretion, amend the Terms or the supplemental terms (if any) from time to time. Unless otherwise set out herein, amendments will be effective upon valmi.io's posting of such updated Terms on https://www.valmi.io/terms-conditions or by notification to You. Your continued access or use of the Product and/or the Services after such posting constitutes Your consent to be bound by the Terms, as amended without a need for any further consent.
If any of the terms in this Terms are held to be invalid, such terms shall to the extent of the invalidity be severed from the remaining terms which shall continue to be valid.
20. Entire Agreement
This Terms constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes prior written or oral agreements between the Parties.