Terms of Service

This END-USER AGREEMENT (the “End-User Agreement“ or “Agreement”) governs the use of the Service (as defined hereunder) provided by Rivergo Automation Private Limited (“Company“ or “We”).

This Agreement is a legal agreement between our End-Users (hereinafter sometimes referred to as “You”) and the Company. This Agreement describes the terms governing your use of our Service. By accepting electronically, accessing or using any of our Service and/or by clicking any button marked “I Accept,” “I Agree,” “You Agree,” “You Accept” or similar when using the same, you agree to be bound by this Agreement and all of our other terms.

If you do not agree to this end-user Agreement, you are prohibited from using our services.

1. Definitions

As used in our Agreement or our Privacy Policy, the following defined terms have the following meanings when capitalized:

• “Affiliates” means a Person’s affiliates, third-party providers, licensors, distributors, suppliers, contractors and/or Related Entities.
• “Application” means any mobile application which may be used by End Users to access the Service.
• “Applicable Laws and/or Rules” means (as may be amended from time to time)

(a) Any and all applicable laws, orders, ordinances, rules, regulations, treaties, or other legal requirements, including those relating to cybersecurity, data privacy, data security, data transfer, financial data, international communications, software use, or the export of software or technical or personal data including without limitation the Information Technology Act, 2000, Information Technology (Reasonable security practices and procedures and Sensitive Personal Data or Information) Rules, 2011;

(b) Any and/or all applicable rules, regulations, and requirements of providers, banks, institutions, organisations, associates, or networks which govern your use of our Service (to the extent applicable), including

“Company” means Rivergo Innovation Private Limited

“Company Policy” means any policy or term of service of the Company

“Concurrent Machine” means a physical or virtual computing device that is accessing Febi.ai concurrently with another such device under the same End User’s Limited License

“Cookie” means a small file stored on an End-User’s computer, mobile or other device, which is sent to that End-User’s browser from a Service.

“Dashboard” shall mean a technology application designed, owned and operated by the Company, to be used by the End User to store his/her/its files and access Febi.

“End-User” means an end-user of the Service, i.e. a customer of the Company, who has registered for the Service in accordance with the procedure envisaged under this Agreement and the Privacy Policy.

“End User Data” means an End-User’s User Data (including Personal Data and Sensitive Personal Data) and its Usage Data.

“Febi” shall mean the artificial intelligence developed and owned by the Company designed to be an AI-based bookkeeping tool which may be used by the End Users (on a Limited Licence basis), subject to the terms of this Agreement.

“Fees” means any and all fees due to the Company from an End User.

“Intellectual Property” means intellectual property, including any advertisement, audio, blueprint, book, concept, copyrightable material, data, database, demonstration (i.e., demo), design, development tool, diagram, drawing, film, film clip, flow chart, improvement, information, invention, know-how, logo, method, model, music, object code, painting, patentable material, procedure, process, promotional material, report, screenshot, script, sculpture, slideshow, slogan, software, song, source code, slogan, specification, technical information, technology, trade-show display, trade secret, visual art, work-in-progress or writing, whether in electronic or any other form.

“Intellectual Property Laws” means any Applicable Laws and/or Rules which protect Intellectual Property.

“Intellectual Property Right” means any and all rights, title and interest to Intellectual Property, including all applications, registrations, common-law or usage rights, arising or enforceable under any Applicable Laws and/or Rules.

“Licensed Territory” means India and its territories.

“Person” means any individual or legal entity, including any association, corporation (including any non-profit corporation), estate, general partnership, governmental body, joint venture, limited liability company, limited liability partnership, limited partnership, organisation or trust.

“Personal Data” means any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, is capable of identifying such a person.

“Privacy Policy” means our privacy policy, which may be found here.

“Related Entities” means, for a Person, that Person’s parents or subsidiaries (or parents or subsidiaries thereof).

“Sensitive Personal Data” means such personal information which consists of information relating to—

“Service” means the access and use of Febi (on a Limited Licence, through the Dashboard) for the End User’s bookkeeping requirements and other related compliances through any mode, including (without limitation) through Website or Application or other related matters (to the extent applicable) and any content, updates or maintenance releases thereto.

“Service Operator” means a Person who operates any Service. We are a Service Operator.

“Terms of Service” means our terms of service, which includes

“Tracking Technologies” means Cookies, beacons, tags or scripts, which may collect and track information about an End-User’s usage of our Service.

“User data” means any data, which is uploaded or stored by an End-User through such End User’s use of the Service. User content includes an End-User’s Personal Data and Sensitive Personal Data.

“Usage Data” means usage information collected by a Service Operator when an End-User accesses that Service Operator’s Service, including—

“Website” means www.febi.ai.

2. Your Rights to Use Our Services

Our Service is protected by Intellectual Property Laws. You are only granted a limited non-exclusive, non-transferable, non-sub licensable and revocable license (the “Limited License”) to use our Service and only for the purposes for which Febi.ai has been designed by the Company and only in accordance with our Terms of Service. The Company reserves all other rights in our Service not expressly granted. Until termination of this Agreement and as long as you meet the payment obligations (as detailed under Clause 7 below) and comply with this Agreement, the Company grants you the Limited Licence to use our Service.

You agree not to use, nor permit any third party to use, our Service in a manner that violates any Applicable Law and/or Rules or that violate our Terms of Service. You agree you will not, without our written consent or unless expressly provided for in our Terms of Service:

The Service may periodically be updated with tools, utilities, improvements, third-party applications, or general updates. You agree to receive these updates.

Licence Limitations

• Concurrent Machines: Our Service may be offered to you with a limit on the number of Concurrent Machines you may use to access our Service. In such case, you may not intentionally try to use our Service with more than the allowed number of Concurrent Machines that you own, lease or otherwise control.
• Other Users: Our Service is available for your use, and not the use of any of your Related Entities or Affiliates (unless employed by you as a contractor or agent).
• Intellectual Property: Unless otherwise stated in writing herein (or by the Company elsewhere), your Limited License does not include

• Prohibited Uses: Unless otherwise expressly stated by the Company (herein or elsewhere), while accessing Febi as a part of our Service, you are prohibited from:
  
  
  • Using domain count overrides;
  • Blocking (electronically or otherwise) the transmission of data required for our access to Febi;
  • Impersonating any other End User or forging any other End User’s signature (electronic or otherwise) or accessing or attempting to access the data (including Personal Data or Sensitive Personal Data) of other End Users ;
  • Disrupting or interfering with our access to Febi or using the Service to interfere with any other End User’s access to or use of Febi;
  • Using our Service to—

• Licence Expiration: Your licence may include an expiration date that can result in the termination of your Limited Licence. The Company may, but is under no obligation to, provide you with written notice of this expiration at a time reasonably prior to the expiry. You are solely responsible for tracking the date of any licence expiration. If you dispute such expiration, it is your responsibility to contact the Company to explain such dispute.

The company is not liable for any damages or costs incurred to or by you because of the expiration of your limited licence.

• Territory: Our Service is authorised for use only within Licensed Territory.

Payment:

• For access to Febi and the Service, the End User hereby agrees to pay a subscription amount monthly fee or an annual fee, as the case may be (“Service Subscription Fee”), to the Company. The Service Subscription Fee shall be paid upfront by the End User. The access to Febi and the Service shall be renewed upon the payment of the Service Subscription Fee for a subsequent desired term.
• End User acknowledges that timely payment of Service Subscription Fee is necessary for the continued use of the Service and access to Febi. In the event of non-payment of Service Subscription Fee by the End User, the Company may, in its sole discretion, temporarily or permanently be suspended.

Your Connection and Devices:

• Mobile Devices: We may choose to provide our Service through an Application accessible by download to your mobile device. In such an event, you may be required to provide your own device and obtain service from a mobile or telecommunications provider. You agree that you are solely responsible for your mobile device, including any applicable changes, updates and fees, as well as the terms of your agreement with your mobile or telecommunications provider.
• Internet Service: Use of the Service and access to Febi may require you to obtain an internet connection from an internet service provider (“ISP”). You agree that you are solely responsible for obtaining your own internet service, including any applicable changes, updates and fees, as well as the terms of your Agreement with your ISP.
• No Representation as to Compatibility: The Company makes no representation regarding the compatibility of our Service with any device, operating system or telecommunications network.

End User Data:

• You can view the Company’s Privacy Policy provided with our Service on the Website. You agree to our applicable Privacy Policy, and any changes published by the Company. You agree that the Company may use and maintain your data according to our Privacy Policy, as part of our Service.
• You grant the Company permission to use your data (both Personal Data and Sensitive Personal Data) to help us provide the Service to you and to enhance your experience while accessing Febi.
• You give the Company permission to combine information you enter or upload for our Service with that of other End-Users of our Service. You further agree that the Company (or its Affiliates) may use, sell, licence, reproduce, distribute, and disclose your and other End-Users’ non-identifiable, aggregated data that is derived through your or other End User’s use of our Service. You also grant the Company permission to share or publish summary results relating to research data and to distribute or licence such data to third parties.
• The Company is a global company and may access or store User Data in multiple countries or jurisdictions, including those outside of your own country or jurisdiction, to the extent permitted by Applicable Laws and/or Rules, and you agree to such storage. You also acknowledge and agree that your User Data may be stored in countries that do not have adequate security controls to protect your data.
• The Company may freely use the feedback you provide. You agree that the Company may use your feedback, suggestions, or ideas in any way, including in future modifications of our Service, other products or services, or advertising or marketing materials. Your feedback is User Content and is, therefore, subject to any terms regarding User Content.
• Disclosure: The Company may disclose any information necessary to satisfy our legal obligations, to protect the Company and its customers or to operate our Service properly. The Company, in its sole discretion, may refuse to post, disable, remove or refuse to remove, any User Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate or in violation of our Terms of Service.

Company Communications:

• No Professional Advice: The Company is not in the business of providing legal or bookkeeping or other professional services or advice. End-users should consult the services of a competent professional when this type of assistance is needed.
• Other Services: The Company may tell you about other Company-provided services entities partnering with us. You may be offered other services, products, or promotions by the Company. Additional terms and conditions and fees may apply.

The Company may be required by Applicable Laws and/or Rules to send you communications about our Service or third-party products. You agree that the Company may send these communications to you via email or by posting them on our Website.

Security:

• You agree to manage your passwords and update your passwords if required by the Company. You are responsible for securely managing your password(s) for our Service and to contact the Company if you become aware of any unauthorised access to your account.
• Liability for Third Parties: Should you make any software, login identifications, security credentials, or other means of access to our services or Febi available to third parties (whether deliberately or through error or omission), you agree that any and all use of our service by such third parties, regardless of whether not use is authorised by you, shall be legally attributable to you, and you hereby accept liability for any and all such use.
• Stolen Authentication Information: If your login identification or password is stolen, or if you suspect any improper or illegal usage of your Limited License outside your control, you agree to notify the Company promptly and as soon as is feasibly possible.

Disclaimer of Warranties:

Your use of our service is entirely at your own risk, except as described in our terms of services. Our services are provided “As is,” “As Available” and “With All Faults” to the maximum extent permitted by applicable laws and/or rules, the company and its affiliates disclaim all representations and warranties (express, implied or statutory), including:

• Any warranty that our service is fit for a particular purpose;
• Any warranties of title or merchantability;
• Any warranties against data loss;
• Any warranties against non-interference with or non-infringement of any intellectual property rights;
• Any warranties for the accuracy, reliability, quality, or content in or linked to our service;
• Any warranties that our services is secure, free from bugs, viruses, interruption, errors, theft or destruction;
• Any warranties that your use of our service will be accurate, reliable or will meet your expectations;
• Any warranties as to the availability, integrity, reliability, timeliness, or uptime of our service;
• Any warranties that the company will continue to offer our service (or any portion thereof);
• Any warranties that our service will meet your requirements or expectations; and/or
• Any warranties that any errors in our service will be corrected in a timely fashion or at all

The company and its affiliates disclaim any representations or warranties that your use of our service will satisfy or ensure compliance with any legal obligations or applicable laws and/or rules. You are solely responsible for complying with your legal, accounting and tax obligations.

Termination:

The Company may, in its sole discretion and without notice and in whole or in part, restrict, deny, suspend or terminate our Terms of Service (or any portion thereof) or our Service (or any portion thereof) effective at any time, in whole or in part, for:

• (a) Non-payment of Service Subscription Fee,
• (b) Suspicion of fraud,
• (c) Security violations,
• (d) Illegal activity,
• (e) Unauthorised access or unauthorised use issues,
• (f) Protection of the integrity of our Service,
• (g) Compliance with applicable Company Policy,
• (h) Compliance with Applicable Laws and/or Rules,
• (i) Your failure to comply with our Terms of Service or
• (j) Your refusal to receive electronic communications. Upon termination, you must immediately stop using our Service and any outstanding payments (if applicable) will become due and payable. Termination of our Terms of Service shall not affect the Company’s rights to any payments due to it.

The Company may, in its sole discretion, retain any user content after termination of our Terms of Service or our Service, unless otherwise prohibited by Applicable Laws and/or Rules. Further, the Company shall remove the End User’s access to the Software Dashboard in the event of such termination.

Indemnification:

You agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of

• (a) Your modification of our Service,
• (b) Your combination of our Service with other services or applications,
• (c) Your violation of the Intellectual Property Rights of others,
• (d) Your use of your User Content,
• (e) Third-party liability attributable to actions taken by the End User or
• (f) Your breach of our Terms of Service (collectively referred to as “Claims”). You also agree to indemnify the Company and its Affiliates to the same extent and for the same causes for actions taken or not taken by your Authorized Users. The Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by the Company in the defense of any Claims.

Intellectual Property:

The Company wholly owns the rights associated with (including Intellectual Property Rights) Febi. You fully acknowledge that you shall have no rights over Febi other than as set out under the Limited License.

• Open Source Software: Our Service may contain open source software components, each of which has its own copyright notice requirements and own applicable licence conditions. These components are subject to the terms of third-party open source licences, and not the terms of this Agreement. If any such licence requires the Company to deliver the source code for such components to you, the Company shall do so upon request at a nominal fee.
• Company Intellectual Property: Our Service is the property of the Company and/or its Affiliates and is protected under Applicable Laws and/or Rules (including Intellectual Property Law). Other than as expressly permitted hereunder, copying, redistribution, use or publication by you of any part of our Service is strictly prohibited. You do not acquire any ownership rights to any of our Service or to any other End-User’s User Data. The posting of any information or materials on our Service does not constitute a waiver of any right in such information or materials. Some of the content available through our Service may be owned by third parties. Nothing contained in this Agreement shall be understood to give you any licence to use any Intellectual Property owned by the Company or any third party.

Miscellaneous Provisions:

Each party represents and warrants that:

• (a) If the said party is a corporation, limited liability company, any type of partnership, or any other type of legal entity, it is duly organised and validly existing in good standing under the laws of the jurisdiction of the state or country of its organisation;
• (b) It has the power and authority to execute, deliver and perform our Terms of Service and;
• (c) It has taken all necessary action to authorise the execution, delivery and performance of our Terms of Service. Each party further represents and warrants that its participation under our Terms of Service does not, and the performance by said party of its obligations hereunder will not, with or without the giving of notice or the passage of time, or both:
  
  
  • Violate any judgement, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to said party;
  • Conflict with, result in the breach of any provisions of or the termination of, or constitutes a default under, any agreement to which said party is a party or by which said party is or may be bound; and/or
  • Violate any of said party’s organisational or governing documents (if said party is a legal entity). If you are an individual, you further represent and warrant that you are of a legal age to form a binding contract with us.

Additional Representations and Warranties

You represent and warrant that;

• (a) Your use of our Service will not violate any third-party rights (including Intellectual Property Rights and Rights of Privacy or Publicity) or any Applicable Laws and/or Rules;
• (b) All information you provide to the Company, including your identity, is and will be true, accurate, and complete and will be updated by you if necessary and;
• (c) You will not interfere with the Company’s business practices, and the way in which we offer our Service.

Incorporation by Reference

The following are each incorporated herein by reference;

• (a) Our Privacy Policy and Company Policy (to the extent that it is applicable);
• (b) Any additional terms and conditions, which may include those from third parties and
• (c) Any terms provided separately to you for this Service

Force Majeure:

The Company shall not be in default or otherwise liable for any delay in or failure of its performance under any of our Terms of Service where such delay or failure arises by reason of any act of God, epidemic, pandemic or actions undertaken by any government or any governmental body including lockdowns, acts of the common enemy, the elements, strikes or labour disputes or other similar or dissimilar cause beyond the control of the Company.

• Our Terms of Service may be modified at any time in the sole discretion of the Company, with or without notice to you. Such modified terms shall not apply retroactively. Your continued use of our Service after any such modification shall constitute an acceptance by you of such modifications. You may not modify any of our Terms of Service without our written consent.
• The Company may assign any portion of our Terms of Service at any time in the Company’s sole discretion, with or without notice to our End-Users. You may not assign any of our Terms of Service without the written consent of the Company.
• Binding Effect: Our Terms of Service are binding upon and shall inure to the benefit of the parties hereto and their respective assigns, administrators, executors, heirs, legal representatives and successors, including any entity with which a party may merge or consolidate or to which all or substantially all of its assets may be transferred.

Entire Agreement

Our Terms of Service contains the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements and understandings, oral or written, between the parties with respect to the subject matter herein.

Severability

If any provision of our Terms of Service is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of our Terms of Service will remain in full force and effect. Any provision of our Terms of Service held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Relationship Between the Parties

Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties, or to create an employment relationship between the parties.

General Limitation on Recovery of Consequential Damages

The company shall not be liable under any circumstances to you for

• (a) Indirect, consequential, incidental, special, exemplary, or punitive damages, regardless of the theory advanced;
• (b) Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware;
• (c) Loss of business, goodwill, revenue, profits or investment;
• (d) Damages related to your use or inability to use our service;
• (e) Costs for getting substitute goods or service to substitute for our service;
• (f) Damages arising from your use of, inability to use, performance or or non-performance or any third-party goods or service purchased or accessed by you using our service;
• (g) Damages resulting from hacking, tampering or other unauthorised access to or alterations of your transmissions of data;
• (h) Damages resulting from statements or conduct of any person using service including other end users;
• (i) Damages resulting from use of software or hardware that does not meet the company’s requirements;
• (J) Damages resulting from errors, mistakes or inaccuracies of our service (including our content); or
• (K) Any other damages relating to your use of our service.

Time to Bring a Suit

Unless otherwise required by Applicable Laws and/or Rules, any action or proceeding by you relating to any dispute must commence within one year after the cause of action occurs.

Specific Performance

You acknowledge and agree that irreparable injury shall result from a breach of our Terms of Service and that monetary damages will not adequately compensate the Company. Accordingly, in the event of your breach or a threatened breach of our Terms of Service, the Company shall be entitled, in addition to any other remedy which may be available, to injunctive relief (without the necessity of a bond) to prevent or to correct the breach. The Company shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief.

Governing Law

Our Terms of Service and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of India, without regard to conflicts of laws principles.

Jurisdiction Venue

Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, our Terms of Service may be brought against any of the parties in the courts of Delhi (NCR).

Dispute Resolution

Except with respect to matters as to which injunctive relief or specific performance is being sought, All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall, unless amicably settled between the Parties, be finally settled by arbitration by a sole arbitrator mutually decided by the Parties in accordance with the Indian Arbitration and Conciliation Act, 1996. The prevailing party shall be entitled to reimbursement of any reasonable costs and/or fees, including reasonable attorney’s fees. The seat of arbitration shall be New Delhi and the arbitration shall be held in English language.