Terms & Conditions

Online Terms of Service

This Service Agreement (“Agreement or Terms") including Order Form ("Order Form" shall mean a written document delineating the specifics for services, including but not limited to the scope of services, pricing structure, additional terms of service, escalation procedures, and any other pertinent information deemed necessary by the Company for the orderly provision of services) outlines the terms and conditions under which Collabmates Private Limited ("Company or Likeminds") provides its services to any customer utilizing Company’s' proprietary systems and Application Programming Interfaces ("API") for constructing scalable feeds and/or chat, or otherwise benefiting from Company’s Services (referred to as the "Customer" or "You"). By indicating acceptance of this Agreement or by using the services, the Customer enters into a legally binding agreement with the Company. If the Customer does not agree to this Agreement, they must refrain from completing the Order Form and/or using the service. If the Customer, or a third party on their behalf, has already entered into a separate agreement including any Order form governing the provision of Company’s services that has been signed by both parties, then that other agreement including the Order Form shall supersede the terms herein, regardless of any checkbox or electronic acceptance required to use the service.

Company and Customer may be referred to individually herein as a “Party” or collectively as the “Parties”. In consideration of the terms and conditions set forth below, the Parties agree as follows:

REPRESENTATIONS

The Customer, whether a natural person or a duly registered and incorporated entity under applicable laws, represents and warrants that the possess the legal capacity to be bound by this Agreement, have the requisite rights and authority to fulfill obligations under this Agreement, including binding third parties if necessary, have the right to provide Customer Data (“Customer data” means all data and materials provided by Customer to Company for use in connection with the Services, including, without limitation, customer applications, data files, and graphics”) and will adhere to all applicable laws. It is the Customer's responsibility to secure their own Internet access, hardware, and essential software at their expense and to furnish the Company with the required documentation, information, and certifications for verification of these conditions.

Customer Cooperation

The Customer must engage in reasonable collaboration with the Company on all Service-related issues, readily address any reasonable requests for information, approvals, authorizations, or decisions essential for the Company to deliver the Service in accordance with the Agreement, and furnish all Customer materials or information requested by the Company to guarantee thoroughness and precision in all substantial aspects.

SCOPE

This Agreement, including any Order Form, defines the terms under which Company shall provide Service (“Service” shall mean access to Company’s proprietary service allowing Customer to build scalable feeds and/or chat via an API/SDK as set forth in Order Form and shall also include the Maintenance Services) to the Customer.
During the Subscription Term, (“Subscription Term” means and includes Customer’s initial subscription term for the Service commences on the “Effective Date” set forth in the Order Form and, unless sooner terminated as set forth herein, will continue for the period specified in the Order Form (the “Initial Term”). The Initial Term will automatically renew for successive periods, as set forth in the Order Form (“Renewal Term''), at the Company’s then-current rates unless either party gives the other party written notice of non-renewal at least 60 days prior to the end of the Initial Term or the Renewal Term then in effect. The Initial Term plus all Renewal Terms are referred to herein as the “Subscription Term”), the Company shall grant the Customer access to Company’s proprietary Service as specified in the Order Form associated with this Agreement.
Subject to the provisions of this Agreement, the Company confers upon Customer a restricted, limited use, non-transferrable, non-assignable, royalty-free, non-exclusive, non-sublicensable, entitlement to access and utilize the Service in accordance with the instructions and manuals provided by the Company. Customer bears responsibility for the utilization of End Users (“End Users” means such users which are approved by the Customers to access the Service”), and all rights not explicitly bestowed are retained by the Company. Customer retains the authority to extend these privileges to its Affiliates, with shared accountability for any violations or obligations. "Affiliates" denote entities under the direct or indirect control of Customer.
The Parties hereby agree that this Agreement is not exclusive. The Parties acknowledge that the Company and the Customer are at liberty to provide/receive services to/from third parties.
Each party retains the right, notwithstanding the clauses outlined in this Agreement including order form, to disclose its terms, which encompass the identities of the involved parties and designated payment conditions, to any governmental body or official possessing jurisdiction over the respective party. Such disclosure shall be mandated solely by legal obligation or court decree and restricted to individuals with a demonstrable necessity for such information. Further, the Party disclosing the aforesaid shall intimate the other Party, as long as such intimation is permitted by the aforesaid government body or officials, about such disclosure, so as to enable the other Party to take necessary steps as to safeguard their confidential information.

MANNER OF COMMUNICATION

The parties hereby agree to maintain transparent and timely communication throughout the duration of this Agreement, with email serving as the primary mode of correspondence. Supplementary communication channels including but not limited to Slack, courier services, telephone, or video conferences shall be utilized as deemed necessary by the parties for the expeditious resolution of matters pertaining to this Agreement. The Customer reserves the right to escalate any grievances related to the Service(s) in accordance with the escalation matrix delineated in the Order Form.

SERVICE WARRANTY AND DISCLAIMER

The Company asserts that the Service, when utilized in alignment with the provided instructions and manuals (hereinafter collectively referred to as the "Documentation"), will conform to the Documentation in all material respects. Any warranties pertaining to features or services offered by third parties are explicitly disclaimed by the Company. The Company reserves the discretion to modify the Service and SaaS Platform (SaaS Platform refers to the Company’s proprietary technology (including software, hardware, products, processes, algorithms, data, user interfaces, know-how, techniques, designs and other tangible or intangible technical material) made available to Customer by the Company in providing the Service, including any updates, modifications, improvements, and derivatives thereto and thereof) as it deems necessary. In the event of Company failing to meet the warranty outlined in this section, the Customer's sole recourse is for Company to address the specific error or, if resolution is unattainable, to reimburse the Customer for actual damages up to the prepaid Fees for the remaining Subscription Term.
Except for the Warranties expressly stated above, the Company disclaims all representations and Warranties, whether expressed or implied by law. Company also disclaims any warranty regarding the results that may be obtained from the use of the Service, or the accuracy or reliability of any information obtained from the Service.

INDEMNIFICATION

Each Party shall indemnify, hold harmless and defend, at its own expense, the other Party, its directors, officers and employees from and against any and all claims, liabilities, demands, proceedings, damages, losses, costs and expenses including reasonable attorney fees incurred by the other Party in connection with, or resulting from any acts or omissions or a breach of any obligations as set forth in this Agreement or unlawful act by such Party or by its representatives, officers, employees.

Either Party shall defend and indemnify the other party against liability to third parties for any claim arising out of any of the tools, materials or knowledge base supplied which infringes on or breaches any patents, copyrights, trademarks or trade secrets or other proprietary rights of such Third Party. Provided, however, that Company shall have no obligation to the extent any claim arises solely and directly from modifications by Customer, or Customer’s own fault in the operation.

LIMITATION OF LIABILITY

Each Party expressly excludes its liability for consequential exemplary, punitive, incidental, indirect or special damages of any nature, loss of profit, business, revenue, goodwill or anticipated savings.
In no event will Company be liable for any claims related to or arising from any content from Customer and its End Users or Customer’s incorrect/unethical use of the SaaS Platform.

FEES AND PAYMENTS

Customer shall pay Company the fees (“Fees”) as mentioned in any Order Form. Payment of Fees is due prior to your receipt of Services, and will be due as per the Order Form.
The Company may increase the Fees after providing Customer with at least 30 days' prior notice (via email or otherwise). However, any Fee increases will not go into effect until the beginning of the next Renewal Term.
All payments specified under the Order Form do not include applicable taxes, duties, or charges associated with the provision of Service under this Agreement. Customer is solely responsible for all such taxes, duties, and charges. If the Company is obligated by the relevant taxing authority to levy taxes on Customer for the provision of Services under this Agreement, the Company will include the corresponding tax amount on the applicable invoice. If any jurisdiction mandates Customer to withhold taxes on payments to the Company and submit such amount to the local tax authority, the Customer agrees to adjust the amounts payable to the Company accordingly, ensuring that the Company receives the full amount of the Fees as decided with the Customer.
Customer shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse the Company for all reasonable and documented costs and expenses, including reasonable attorneys’ fees, incurred in collecting any unpaid amounts owed.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth herein, each Party shall retain sole ownership of, and all rights to, any intellectual property of any kind previously owned by that Party or created solely by that Party.
The Company shall retain all right, title and interest in and to any Software, tools, techniques, trade secrets or other intellectual property previously created or owned by Company.
The Company will retain all right, title and interest in any software, tools, techniques, designs, trade secrets or other intellectual property provided through the Platform by the Company including customizations and feature requests, supplied to Customer in connection with the Services to be performed by Company hereunder.
The Customer shall be sole and proprietary owner of all the Data generated by the Customer and its End Users on the SaaS Platform during the provision of Services.
The Company shall retain all the rights to the SaaS Platform, and the Customer shall be eligible to use such Services and shall have such access as allowed by the Company under the Order Form or as agreed mutually.
The Company is allowed to disclose that Customer is a customer of the Company and use Customer’s name and logo to identify Customer as a customer on Company’s website and marketing materials.
The Company may utilize Customer data in accordance with terms of this Agreement and is obligated to maintain the security of Customer data as per International standards. The Company is authorized to utilize, modify, and display Customer data solely in connection with providing the Service to Customer, and for improving and developing the Service. The Company may utilize aggregated and anonymized data to improve services and reserves the right to analyze Customer data for statistical purposes while maintaining anonymity during and after the Subscription Term. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading, and maintaining all Customer Data and content of Customer Data shall be Customer’s sole responsibility.

Confidentiality

The Receiving Party must not disclose any Confidential or Proprietary Information or any information derived therefrom, to any third person other than the Receiving Party’s employees, directors, subsidiary holding companies, associates (collectively ‘Authorized Persons’) who are required to know such information for the purposes of performance of the obligations set forth under this Agreement, provided that the Authorized Persons agree to be bound by the terms of this Agreement, as if they were the Receiving Party themselves. The Receiving Party shall enter into suitable agreements with the Authorized Persons to ensure the implementation of this Agreement and of this clause. The Receiving Party shall at all times remain responsible for breach of the confidentiality obligations set forth herein.
The Receiving Party and its Authorized Persons -‍
1. must not make any use of such information except for the sole limited purpose of performing the obligations set forth herein.
2. must not copy, reverse engineer or derive or attempt to derive the composition or underlying information, structure or ideas of any such information. ‍
3. shall not use or reproduce any of the Confidential or Proprietary Information for any purpose other than mentioned in the Agreement without consent from the Disclosing party.
4. shall not be negligent in handling the Confidential or Proprietary Information and shall use the same degree of care that a prudent person would use to protect that person’s Confidential or Proprietary Information and one which is at any cost not lesser than the standard of care that the other Party uses to protect his own information and other information that may be in the possession of the Receiving Party.
The obligation of the Receiving party not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Receiving party, or by the rejection of any agreement between the Disclosing Party and the Receiving party, by a trustee of the Receiving party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent of any of the foregoing under local law.
The Disclosing Party agrees that the obligations of the Receiving Party shall not apply in respect of any Confidential or Proprietary Information which
1. is or becomes generally available to the public through no improper action/inaction on the part of the Receiving Party or any of its Authorized Persons, affiliates, agents, or employees.
2. was already in the Receiving Party’s possession or known to it prior to disclosure by the Disclosing Party. ‍
3. is such information which the Receiving Party independently develops without use of or reference to the Disclosing Party’s information. ‍
The Receiving Party may disclose any proprietary information when required by court order having competent jurisdiction, or for compliance with Applicable Laws provided that the Receiving Party use reasonable efforts to minimize such disclosure and to obtain confidential treatment or a protective order, and shall allow the Disclosing Party to participate in any proceeding that requires the disclosure. Further, the Receiving Party shall intimation the Disclosing party about such disclosure, as long as such intimation is permitted by the aforesaid court order or under the applicable laws, so as to enable the disclosing party to take necessary steps as to safeguard their confidential information.
Parties shall establish and maintain data (“Data” means and includes any information, brochures, documents, publicity, material, proprietary data, persistent and non-persistent databases, product pricing, customer related data, marketing and sales support material of any kind and nature whatsoever that is in tangible or electronic form or medium, all system and process specific information), security procedures and other safeguards against the destruction, corruption and loss or alteration of the Confidential or Proprietary Information and to prevent access, intrusion, alteration of the Confidential or Proprietary Information, and to prevent access, intrusion, alteration or other interference by any unauthorized third parties.
Parties shall – (i) maintain applicable equipment and software in secure premises; (ii) utilize industry accepted virus and intrusion checking software and firewalls; and (iii) limit access to the Confidential or Proprietary Information to only those employees who need such access for the provision of Services.

Parties must as soon as reasonably practicable, notify the other party of any potential, suspected or actual breach of the undertakings contained in this clause.

TERM AND TERMINATION

The Term of this Agreement shall begin on and from the Effective Date and shall continue until terminated in accordance with the provisions of this Agreement. (“Effective Date” shall mean the date mentioned in the Order Form).
The term of this Agreement may be subject to a lock-in period as mentioned in the Order Form ("Lock-in Period"). During the Lock-in Period, as applicable, termination of this Agreement by either party is prohibited, except in the case of non-payment of fees, including any reimbursements owed by the Customer, wherein the Company reserves the right to terminate this Agreement.
The Company shall be entitled to receive the undisputed fees due under the Agreement with respect to Services completed as of the date of termination. Any amount due for services performed by the Company will be billed to the Customer and the Customer shall pay as per the terms of this Agreement. Upon termination of the Subscription Term, the Customer shall not be entitled to access the SaaS Platform. However, the Customer retains the entitlement to access the SaaS Platform or receive services from the Company based on the fees already remitted to the Company. In the event of termination, the Company is obligated to either provide services commensurate with the fees already paid by the Customer or refund the Customer pro rated fee for any unused services as of the termination date.
Whereas, termination of this Agreement shall automatically terminate all services as agreed in Order Form. However, termination of a particular Service in Order Form shall not constitute termination of this Agreement.
Notwithstanding the Clause 2 above, the Company reserves the right to terminate the Agreement promptly in the event of non-payment of any undisputed invoice after 30 calendar days, or any mutually agreed-upon extended period following the resolution of the dispute. Should the dispute persist unresolved, the Customer is obligated to settle the undisputed portion of the disputed invoice according to the payment terms specified in the Order Form.
Termination of this Agreement shall be without prejudice to the obligations and rights of either Party existing at the time of termination, including but not limited to payment in full fees and other amounts then due, nor shall it prejudice those obligations and limitations which by their nature and meaning survive termination.
Notwithstanding anything herein contained, either Party shall have the right to terminate this Agreement forthwith after providing a written notice upon the other making any arrangement or composition with the general body of its creditors or having a winding-up order passed against it or going into liquidation, voluntary or otherwise, than for the purpose of reconstruction or amalgamation.
Effect of Termination
1. Upon termination of this Agreement or expiration of the Subscription Term, Company shall immediately cease providing the SaaS Services and all usage rights granted under this Agreement shall terminate.
2. If Company terminates this Agreement due to a breach by Customer, then Customer shall pay to Company any amounts, if due, under this SaaS Agreement up to the date of actual termination in a form and manner set forth in this Agreement. If Customer terminates this Agreement due to a breach by Company, then Company shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
3. Upon termination of this Agreement, Company shall maintain the backup of Persistent data of the Customer for a period of 1-month, during which the Customer will be provided the back up. Post the 1-month period, the Company shall be free to delete all the Persistent data. Provided that after termination and following request of the Customer, the Company shall delete, from their possession, all or any data provided by the customer and/or generated by the Customer’s service provision to its users, on the SaaS Platform provided by the Company.

DISPUTE RESOLUTION

In the event there is any difference of opinion, dispute, controversy or claim between the Parties arising out of this Agreement, the Parties shall try to first meet and attempt to amicably resolve the said differences amongst themselves within a period of 30 (thirty) days from the date of receipt of a notice in relation to such dispute from either Party (“Dispute Resolution Period”).
If the Parties are unable to amicably resolve the differences within the Dispute Resolution Period, and the dispute still persists, then the same shall be referred to a sole arbitrator mutually appointed by the Parties. The arbitration proceedings shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force, and the decisions of the arbitrator shall be final and binding on both the Parties. The place/seat of arbitration shall be Delhi, India and the language to be used in the arbitration proceedings shall be English. Each Party shall bear its own cost and expenses of the arbitration proceedings.
Subject to the foregoing, the courts situated in Delhi, India shall have exclusive jurisdiction over any dispute arising hereunder.

Both the parties reserve all remedies available in law or in equity for any disputes that arise under this Agreement.

MISCELLANEOUS

‍Waiver‍
1. No waiver of any of the rights will be effective unless assented to in writing including over email, by the Party vested with the right to prosecute/act on.
2. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.‍
SEVERABILITY
In the event any clause or term of this Agreement is found to be unenforceable or illegal by the court of competent jurisdiction, the remainder of this Agreement shall remain in force and read as if such clause or term did not exist. The Parties shall make best efforts to replace any invalid or unenforceable clauses or terms of this Agreement with clauses or terms which are valid and enforceable, and most nearly reflecting the original intent of the unenforceable clauses and terms.‍
Force Majeure
Except for payment obligations, neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of any cause which is beyond the reasonable control of such party, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party and uses reasonable efforts to overcome such circumstances.‍
Assignment
Parties shall not assign this Agreement or any of its rights or duties under this Agreement without the prior written consent of the other party; provided however, that either Party may assign its rights and obligations hereunder in the event of a change of control, takeover, sale of all or substantially all of its assets related to this Agreement, whether by merger, reorganization, operation of law, or otherwise. If any Party assigns its obligations in accordance with this clause, then such Party shall be responsible for ensuring that any permitted subcontractors/assignees shall comply with this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of both Parties; their successors, administrators, heirs, and assigns.
‍SURVIVAL OF OBLIGATIONS
Any term(s) of this Agreement which are either expressed so as to survive (or are capable of surviving) expiry, or termination of this Agreement or from their nature or context it is contemplated that they are to survive expiry or termination (including but not limited to Disclosure of Confidential or Proprietary Information, Indemnification and Miscellaneous), shall remain in full force and effect notwithstanding any expiry or earlier termination of this Agreement.
‍NO THIRD-PARTY BENEFICIARY
It is mutually agreed by the Parties hereto that this Agreement is intended by them to be solely for the benefit of the Parties hereto and that no third parties may rely on any Deliverables, reports, analyses or other material provided, or shall obtain any direct or indirect benefits from this Agreement, have any claim or be entitled to any remedy under this Agreement, or otherwise in any way be regarded as third-party beneficiaries under this Agreement.
‍NOTICES
‍Company may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account or as per the details mentioned in the Order Form, and such notices shall be effective upon confirmation of transmission to Customer.
‍THIRD PARTY MATERIALS
The Customer understands that Services delivered under this Agreement may include or require the use of certain third-party hardware and/or software products. It is acknowledged by the Parties that Customer shall be solely responsible for obtaining licenses to such third-party software, if such software is not already in Customer’s possession, including the right to incorporate such software into its systems. Company makes no warranties or representations hereunder, express or implied, as to the quality, capabilities, operations, performance or suitability of any third-party hardware or software including the ability to integrate with any software provided to Company by Customer, and the quality, capabilities, operations, performance and suitability of such third-party hardware or software lies solely with supplier of that hardware or software.
FURTHER ASSURANCES
Whenever reasonably requested to do so by a Party to this Agreement, the other Party shall do, execute and acknowledge and deliver all such acts, assignments, confirmations, consents and any and all such further instruments and documents, in a form reasonably satisfactory to the requesting Party, as shall be reasonably necessary to carry out the intent of this Agreement.‍
ENTIRE AGREEMENT
‍This Agreement here contains the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto.

‍Modifications to this Agreement
‍
‍From time to time, the Company may modify this Agreement by posting the updated Terms at www.likeminds.community/terms-and-conditions or any other link designated by Company. Company may notify Customer of material changes, such as through communications via Customer’s User Account on the Software, email, or other means. Customer’s continued use of the Software after any update to these Terms constitutes acceptance of such changes. Alternatively, this Agreement may be amended with written consent of authorized representatives of both the Parties.
‍INDEPENDENT CONTRACTOR
Company is and shall remain an independent contractor and not an employee of the Customer.
‍PUBLICITY
‍Company shall have the right to use Customer’s name and logo on client lists published on Likemind’s website and in marketing materials. Company may also announce the relationship hereunder in a press release.‍
COMPLIANCE WITH LAWS
‍Each party shall comply with those laws, rules, and regulations that are specifically applicable to such party.‍
HOSTING CONTRACTOR
The Customer acknowledges that Company utilizes a third-party hosting provider ("Hosting Contractor") for hosting the Service, employing third-party server hardware, disk storage, firewall protection, server operating systems, management programs, and web server programs to deliver the Service ("Hosting Contractor Services"). The Company may also engage third-party service providers for payment processing ("Payment Processors"). The Company reserves the right to change its Hosting Contractor and Payment Processor as necessary. The Customer's use of the Service is subject to any constraints imposed by the Hosting Contractor and Payment Processor, which will be communicated to the Customer in writing, where applicable.‍
Interpretation
The headings in this Agreement are provided for convenience only and do not affect the interpretation of the Agreement. Unless explicitly stated otherwise, the terms "include," "includes," or "including" are not limiting, and the term "or" is not exclusive. It is important to read these Terms together with the conditions stated in the Order Form to fully understand the contractual obligations.