Last Updated: 15 April, 2023

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING ASPIRO & ITS SERVICES.

By entering into a commercial agreement with Inner Genius Tech Pvt. Ltd (“Aspiro”, “us”, “we” or “our”), a company with its principal place of business at Indiranagar, Bengaluru, Karnataka, or otherwise accessing and using its services (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (“Terms”), and are entering into a binding legal agreement with Aspiro. Aspiro and you may be referred to herein individually as a "Party" or collectively as the "Parties".

You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. Description of the Service

Aspiro agrees to provide you with access to its AI role play based sales coaching SaaS for the purpose of training your sales teams and individuals to improve their performance on a software-as-a-service (SaaS) basis through a web portal (“Service”) on Aspiro’s website (“Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Aspiro in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.

2. Subscription to the Service

Subject to compliance with these Terms, and payment of applicable fees, Aspiro hereby grants you a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only. As an organization purchasing the Service for use by end users, your subscription to the Service is limited to the number of your employees and other end users (if applicable) as designated in the Order Form (“End Users”). By using the Service, you hereby acknowledge and agree that users’ audio, voice & voice transcriptions may be recorded and such records may be stored in Aspiro’s servers or third party services, including for example cloud providers, that Aspiro controls, owns, operates or with whom Aspiro has a contractual relationship, and if applicable, sent to and/or accessed by your managers or any other supervisors. You hereby acknowledge and agree that Aspiro may: (i) compile statistical and other information related to the performance, operation and use of the Service; (ii) use data from the Service in an anonymized aggregated form to create statistical analyses, and for research and development purposes (collectively the “Usage Data”). Such Usage Data does not contain or constitute personal data, and you hereby agree that Aspiro may make Usage Data available in a form that does not identify you or any related individual; and (iii) ask the End Users to complete a review and/or survey with respect to the Service, such request may be sent by Company’s third party service provider. In addition, as an organization, you hereby represent that you have the required consents from your End Users for activities defined as above. “Order Form” means Aspiro’s then current order form that you entered into with Aspiro while registering for the Service. Any references herein to End Users shall only apply to the extent applicable.

3. Restrictions on Use

You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Aspiro’s sole discretion) an unreasonable or disproportionately large load on Aspiro’s infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Aspiro’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Aspiro’s own without Aspiro’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms. To the extent applicable, you agree to remain liable to Aspiro for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.

In order to use the Service, your End Users have to create an account (“Account”). You must not allow anyone other than your End Users or, if applicable, permitted team members & admins to access and use such Accounts (each End User shall have its own sub-Account). You acknowledge and agree (i) not to exceed the aggregate number of authorized End Users designated in the Order Form unless Aspiro is first notified in writing and paid the required additional subscription fees; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that End Users keep, all Account and their sub-Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with your Account or by your End Users under this Agreement, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Aspiro in writing if you become aware of any unauthorized access or use of your Account, if applicable or any sub-Account, or the Service. You may cancel you Account at any time by sending an email cancellation request at hello@letsaspiro.com in which case Aspiro will use commercially reasonable efforts to respond within a reasonable time.

4. Privacy Policy

You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by Aspiro, is governed by the Aspiro Privacy Policy at http://www.letsaspiro.com/legal/privacy-policy/ (“Privacy Policy”).

Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Aspiro’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of Aspiro (or its third party licensors). “Aspiro”, the Aspiro Logo, and other marks are Marks of Aspiro or its affiliates.

These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that Aspiro receives payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period. Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.

5. Pilot Period

Aspiro may offer a reduced price, limited feature, no-obligations pilot version of the Service (“Pilot Period”). The Pilot Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude (i) at the end of the Pilot Period displayed on the Site if you upgrade your Account by beginning to pay the actual applicable fees for the Service; or (ii) sooner if your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Pilot Period and that Aspiro: (a) does not make any commitments in connection with the Service during the Pilot Period; and (b) may send you, subject to you opting out, communications and other notices about the Service to your email address. Aspiro reserves the right to modify, cancel and/or limit this Pilot Period offer at any time.

Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by canceling your Account. Aspiro may stop providing the Service to you at any time, including without limitation in the event that you breach these Terms.

6. Confidentiality

The Parties agree to be bound by the terms of the Non-Disclosure Agreement entered into by the Parties in connection with the Service.

7. Ownership of data

You will retain ownership of all the data you provide to Aspiro under this Agreement. Aspiro may use this data solely for the purpose of providing the Service and improving its artificial intelligence, machine learning and proprietary data models. You (or other participating commercial, technology, legal and financial entities, if any) acknowledge and agree that Aspiro reserves the exclusive ownership right to these models and any derivative data thereof, and that untraining (or rolling back versions) of these models will not be technologically feasible in case the agreement between the two parties goes void. Aspiro will not use the data for any other purpose or disclose the data to any third party, except as required by law or with your prior written consent.

8. Effect of Termination

Upon termination of these Terms, you will lose all access to the Service and to any data that Aspiro may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of these Terms, Aspiro will provide you, upon your written request, with a reasonable opportunity to download your data at a time nominated by Aspiro. Aspiro reserves the right to permanently delete from its (or its third party service provider’s) servers any data that may be contained in your Account at any time following the said 30 day period. Aspiro does not accept any liability for any termination of the Service or data that is deleted in connection thereto. The sections laid out in these Terms of Service shall survive termination of the commercial relationship between you & Aspiro.

9. Fees

Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in Site and\or the Order Form, as applicable. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Site and\or the Order Form (as applicable), be determined by Aspiro’s then-current subscription fees. Unless otherwise stated, all fees stated, and shall be paid, in Indian Rupees for Indian corporate entities and US Dollars for entities incorporated elsewhere, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Site and\or the Order Form, as applicable.

10. Warranty Disclaimer

The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve intended results. ASPIRO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASPIRO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ASPIRO DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND ASPIRO SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT ASPIRO WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF ASPIRO’S OWN OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ASPIRO SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ASPIRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ASPIRO FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE 3 MONTHS PRIOR TO BRINGING THE CLAIM.

You agree to defend, indemnify and hold harmless Aspiro and its affiliates and its respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) Your use of the Service; and/or (ii) Your breach of these Terms.

Aspiro reserves the right to access, store, read, preserve, and disclose any information that it obtains in connection with the Service as it reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Aspiro, its users or the public.

These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Aspiro without restriction.

Aspiro reserves the right, at its discretion, to change these Terms at any time. Such change will be effective 10 days following its sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.

12. Governing Law and Disputes

These Terms shall be governed by the laws of the state of Karnataka, India, without reference to its conflict of laws rules.

The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Bengaluru, Karnataka, India, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Aspiro reserves the right to seek injunctive relief in any court of competent jurisdiction.

These Terms, the Order Form (if applicable) and the Privacy Policy, represent the complete agreement concerning the Service between you and Aspiro and supersede all prior agreements, understandings, negotiations, and representations, whether written or oral, related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Aspiro, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.