Terms and Conditions of Service
1. Introduction and Acceptance of Terms
1.1 The Agreement
These Terms and Conditions of Service (the "Terms") constitute a legally binding agreement between you, the User or Client, and CyberSapient Technology Solutions Private Limited, a company incorporated under the laws of India, having its principal place of business in Kerala (referred to herein as "CyberSapient.io," "we," "us," or "our").
1.2 Scope and Acceptance
These Terms govern your use of the CyberSapient.io website (the "Website"), any associated platforms, and the utilization of any Services provided by CyberSapient.io. By accessing the Website, creating an Account, subscribing to a service, or engaging CyberSapient.io for the provision of Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue your use of the Website and Services.
2. Definitions
For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:
2.1 Account
The unique personal or corporate profile created by a User or Client to access and manage subscriptions, consulting engagements, or software licenses provided by CyberSapient.io.
2.2 Client
Any entity or individual who has entered into a separate, formal Master Services Agreement ("MSA") or Statement of Work ("SOW") with CyberSapient.io for the delivery of Services.
2.3 Confidential Information
Any non-public or proprietary information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether in oral, written, graphic, or electronic form, that is designated as confidential or which, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential.
2.4 Content
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including the design, structure, selection, coordination, expression, "look and feel," and arrangement of such Content, contained on the Website and owned, controlled, or licensed by CyberSapient.io.
2.5 Data
All electronic data, text, messages, or other materials submitted to the Services by the User or Client in connection with their use of the Services.
2.6 Deliverables
The specific, tangible work products, including software, code, models, documentation, reports, and analyses, that CyberSapient.io is required to deliver to the Client under a valid SOW.
2.7 Services
Collectively, the technology consulting, custom software development, AI solution deployment, subscription software (SaaS), and technical support activities provided or offered by CyberSapient.io.
2.8 Third Party
Any individual, entity, or party other than the User, the Client, or CyberSapient.io.
2.9 User
Any individual or entity accessing or using the Website, irrespective of whether they have a formal Client agreement in place.
3. Scope of Services and Platform Use
For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:
3.1 Consulting and Development Services
Specific consulting engagements, custom development projects, and AI model deployment will be defined in a mutually executed Statement of Work (SOW), which shall explicitly reference and be governed by these Terms. In the event of a conflict between an SOW and these Terms, the SOW will prevail only with respect to the specific services detailed therein.
3.2 Software and Subscription Access
For any proprietary software or platform provided by CyberSapient.io on a subscription basis (SaaS), CyberSapient.io grants the Client a non-exclusive, non-transferable, revocable license to use the platform solely for the Client’s internal business operations during the term of the subscription.
3.3 Trial Access
CyberSapient.io may offer trial access or "sandbox" environments for certain Services. Trial access is provided "as is" without any warranty and may be suspended or terminated by CyberSapient.io at any time without notice. Data entered during a trial may be permanently lost unless the User converts to a paid Client subscription.
3.4 Limitations on Use
The User agrees not to copy, modify, reverse engineer, decompile, or otherwise attempt to derive the source code of any software provided by CyberSapient.io. The User shall not use the Services to provide services to any Third Party unless expressly permitted in a written agreement.
4. User Obligations and Prohibited Conduct
4.1 Account Responsibility
The User is solely responsible for maintaining the confidentiality of their Account login credentials and for all activities that occur under their Account. The User agrees to notify CyberSapient.io immediately of any unauthorized use or security breach. CyberSapient.io will not be liable for any loss or damage arising from the User's failure to comply with this section.
4.2 Age Requirement
The Services are intended for business use. By using the Services, the User represents that they are at least 18 years of age or possess legal parental or guardian consent and are fully able and competent to enter into these Terms.
4.3 Legal Compliance
The User and Client shall use the Services only for lawful purposes and in compliance with all applicable local, state, national, and international laws, rules, and regulations, including those related to data privacy, intellectual property, and export control.
4.4 Prohibited Conduct
The User or Client shall not:
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Use the Services to upload, post, or transmit any illegal, harmful, or defamatory material.
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Attempt to gain unauthorized access to any portion of the Website, Services, or any other systems or networks connected to CyberSapient.io.
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Interfere with or disrupt the integrity or performance of the Services or Data contained therein.
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Conduct vulnerability testing or penetration testing on the Website or Services without prior written consent from CyberSapient.io.
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Use any automated means, including spiders, robots, crawlers, or data mining tools, to download, scrape, or otherwise reproduce the Content or Services.
5. Intellectual Property
5.1 CyberSapient.io Ownership of Content
All Content and all intellectual property rights related to the Website and the underlying platform of the Services are and shall remain the exclusive property of CyberSapient.io or its licensors.
5.2 Client Ownership of Deliverables
Upon full and final payment of all associated fees and subject to Clause 5.3, the intellectual property rights in the specific Deliverables created solely for the Client under a fully executed SOW shall be assigned to the Client.
5.3 CyberSapient.io Retained Rights (Background IP)
Notwithstanding Clause 5.2, the Client acknowledges that CyberSapient.io retains all intellectual property rights in its:
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Pre-existing methodologies, frameworks, and knowledge base.
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Internal libraries, reusable code components, utility tools, and proprietary algorithms used to create the Deliverables.
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Any residual knowledge, skills, or experience gained during the performance of the Services. CyberSapient.io grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use such retained Intellectual Property solely as incorporated into and necessary for the operation of the Deliverables.
5.4 Open Source and Third Party Components
The Deliverables and Services may contain Third Party open source software or components. The license terms associated with such components are separate and shall govern the use of those components. CyberSapient.io will provide a list of such components upon request.
5.5 User Generated Content
By submitting any material (including feedback, suggestions, or Data) to the Website or Services, you grant CyberSapient.io a worldwide, perpetual, royalty-free, and irrevocable license to use, reproduce, modify, and distribute such material for the purpose of operating and improving the Services.
6.1 Acceptance Testing
For custom development Services, the Client shall perform acceptance testing of the Deliverables based on the criteria specified in the relevant SOW. The acceptance period shall be seven (7) business days following the delivery of the Deliverable.
6.2 Deemed Acceptance
The Deliverables shall be deemed formally accepted if: (a) the Client provides written notice of acceptance; or (b) the Client fails to provide written notice of rejection within the seven-day acceptance period; or (c) the Client puts the Deliverables into live, production use.
6.3 Revisions and Change Requests
If the Client reasonably rejects a Deliverable, CyberSapient.io will, at its expense, use commercially reasonable efforts to correct the non-conformity and resubmit the Deliverable within an agreed-upon timeframe. Any material changes to the scope of work after the SOW has been executed shall be managed through a formal Change Request process, which must be mutually agreed upon in writing and may result in adjustments to the fees and timelines.
5.4 Open Source and Third Party Components
The Deliverables and Services may contain Third Party open source software or components. The license terms associated with such components are separate and shall govern the use of those components. CyberSapient.io will provide a list of such components upon request.
5.5 User Generated Content
By submitting any material (including feedback, suggestions, or Data) to the Website or Services, you grant CyberSapient.io a worldwide, perpetual, royalty-free, and irrevocable license to use, reproduce, modify, and distribute such material for the purpose of operating and improving the Services.