Effective from: 1st May 2020
IQNext Cloud and the website www.iqnext.io (“Platform”) is developed and owned by Synconext Technologies Pvt. Ltd. (“Synconext”) a company having its registered office at 2nd Floor, 54, 12th Main Rd, 4th T Block East, Jayanagar 3rd Block East, Jayanagar, Bengaluru, Karnataka 560011.
Eligibility: Any person accessing or using this Platform must have attained the prescribed minimum age of eighteen (18) years to enter into a contract and should be competent to enter into a contract under applicable laws. IQNext is launched for the exclusive use by the Customers who have entered into an agreement with Synconext to avail the services of Synconext.
1.1 “Confidential Information” shall mean any and all information which is by its nature confidential, whether or not designated as confidential or commercially sensitive by Synconext and which is not in the public domain including without limitation, operating manuals, development, utility, general or specific data, research, functionality, performance, source code, know-how, trade secret, Intellectual Property Rights, licenses and other related technical and non-technical information and any and all information pertaining to Synconext’s Platform.
1.2 “Customer” shall mean the owner, operator, tenant or the employer of an organization that enters into an agreement with Synconext so as to enable Synconext to render their Services effectively.
1.3 “Intellectual Property” shall mean and include collectively or individually, the following worldwide rights relating to the intangible property, whether or not filed or registered:
1.3.1 Patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents, design rights or any extensions thereof;
1.3.2 Rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations;
1.3.3 Rights in trademarks, trademark registrations, and applications, trade names, service marks, service names, logos, or trade dress;
1.3.4 Rights relating to the protection of trade secrets and Confidential Information;
1.3.5 Privacy and Publicity rights;
1.3.6 Internet domain names, internet and world wide web URLs or addresses; and
1.3.7 All other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained.
1.4 “Platform” means the IQNext Cloud software provided via the website www.iqnext.io, which is developed, owned and operated by Synconext and which shall be made available to the Customer.
1.5 “Services” shall mean and include all the services including the Platform provided by Synconext, which helps in providing integrated workspace & energy management platform for commercial building and office spaces of the Customer.
1.6 “User” shall mean any and all individuals authorized by the Customer on the Platform to register on the App and to obtain the Services
2.1 The Customer and Synconext shall together be referred to as the “parties” and in their individual capacity as a “party”.
2.3 The words “include”, “including”, “inter alia” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.
2.4 The expression “this clause” shall, unless followed by a reference to a specific provision, be deemed to refer to the whole clause (not merely the sub-clause, paragraph or other provision) in which the expression occurs.
2.5 The terms ‘hereof’, ’herein’, ’hereby’, ’hereto’ and derivative or similar words, unless followed by a reference to a specific provision of these Terms refer to these Terms in its entirety.
2.6 The headings given hereunder in these Terms are for the purpose of convenience and do not affect the interpretation of these Terms.
2.7 Unless the contrary is expressly stated, no clause in these Terms limits the extent or application of another clause.
3.2 The Customer shall ensure to provide accurate, updated, complete information and other required data for the purpose of registration and shall ensure such information is complete and updated from time to time.
3.3 The Customer shall be solely responsible for maintaining the confidentiality of the username and the password. Synconext shall not be held responsible for any loss that the Customer may incur as a result of any unauthorized access of the Platform via the Customer account by a third party.
3.4 In the event the Customer believes that the account is no longer secure, the Customer must immediately notify the same to Synconext by contacting us via the contact details provided under these Terms.
4. SCOPE OF SERVICES
4.1 The Platform shall enable the Customer to monitor the following:
4.1.1 Requests placed by the User pertaining to without limitation, control the temperature and lighting of their workspace, to identify and book meeting rooms, to request repairs, to identify desk availability or reserve a desk, to identify available amenities or to view maps of buildings and campuses.
4.1.2 Energy Consumption in the organization.
5. ACCESS AND USE OF THE PLATFORM
5.1 The Customer must ensure the following:
5.1.1 Adequate security measures are placed to prevent unauthorized access or use of the Platform.
5.1.2 The Customer has the required, necessary infrastructure which is compatible with the software of the Platform. Synconext shall not be liable in any manner whatsoever for issues that may arise due to reasons of compatibility.
5.2 Synconext shall not be held responsible for technical support or problems that may arise from or relating any third party systems or equipment.
5.3 Synconext shall reserve the right at any time to reasonably modify, or discontinue, permanently or temporarily, the Services and/or the Platform or any part thereof. Synconext shall not be held liable for any reasons whatsoever for any loss or damage that may arise due to such modification, suspension or discontinuance of the Services and/or the Platform.
6. RESTRICTIONS ON USE
6.1 The Customer is hereby restricted from carrying out the following activities in any manner:
6.1.1 Use the Platform in any manner or for any purpose that is contrary to or in violation of the permissible use or is in violation of any applicable law or is against the established principles of morality.
6.1.2 Modify or alter the whole or any part of the Platform or render them incapable of full and effective use.
6.1.3 Alter or remove any of the proprietary markings or content from the Platform including but not limited to any logos, trademarks, information, other proprietary marks or any content present on the Platform.
6.1.4 Copying, duplicating, selling, trading or offering for sale the whole or any part of the Platform or any content available on the same.
6.1.5 Blocking or restricting any other person’s access to the Platform.
6.1.6 Use any of the communication features or services for any unlawful or otherwise inappropriate use.
6.1.7 Stimulate or attempt to stimulate or duplicate any of the appearance, features or functionality of the Platform.
6.1.8 Impersonating any other person.
6.1.9 Use any of Synconext’s information or content for the benefit of any competing business.
6.1.10 Do any act that may harm or injure Synconext, any person, entity, User or other Customer.
6.1.11 Falsifying any information or intentionally misleading or attempting to cheat Synconext.
6.1.12 Modify, hack or attempt to gain unauthorized access to the Platform.
6.1.13 Attempt to alter the features, functions or functionality of the Platform in any manner.
6.1.14 Alter, reverse engineer, decompile or otherwise disseminate any of the software forming a part of the Platform.
6.2 The Customers shall not post, publish, upload, transmit, make public or distribute any information, material or content that is or may be construed as:
6.2.1 Hurtful, inciting, harmful, discriminating, defamatory, unlawful, threatening, fraudulent or misleading.
6.2.2 Pornographic, obscene, vulgar, inappropriate, explicit or paedophilic.
6.2.3 Any content containing any viruses, trojans, logic bombs, keystroke loggers or other harmful, disruptive or malicious programming or code.
7. TERM AND TERMINATION
7.1 These Terms shall come into force and shall be binding upon the Customer’s access or use of the Platform and shall continue indefinitely thereafter unless terminated in accordance with this clause.
7.2 The Customer herein understands that Synconext reserves the right at their sole discretion and with immediate effect at any time to terminate the account of the Customer and/or block or prevent access and use of the Platform in the event of any the following:
7.2.1 Failure or default to observe any of the Customer obligations, irrespective of whether such breach constitutes a material breach or breaches any or all terms set forth under these Terms.
7.2.2 If the Customer violates or Synconext has reasonable grounds to believe that the Customer may be in violation of any applicable law, rules or regulations.
7.2.3 If in the opinion of Synconext, the Customer’s action or omissions have prejudicially affected the reputation of Synconext in any manner whatsoever.
7.3 Any and all rights granted by Synconext to the Customer under these Terms shall cease, effective immediately, on the termination of the Customer’s account by Synconext.
8. THIRD-PARTY SERVICES
9. CONFIDENTIAL INFORMATION
9.1 The Customer herein agrees that at all times during the course of the engagement with Synconext and thereafter (Without limit of time):
9.1.1 to hold the Confidential Information in the strictest confidence in the manner it would extend the protection of such confidential information having its proprietary rights, and not to use or attempt to use the same, except for the benefit of Synconext;
9.1.2 not to disclose or divulge the Confidential Information to any person or entity without the written authorization of Synconext;
9.2 However, the Customer shall not be liable for any breach of Confidential Information if:
9.2.1 Such information already existed in the public domain prior to its engagement with Synconext.
9.2.2 The Customer can prove that such information was known to it prior to their engagement with Synconext.
9.2.3 The Confidential Information was made available in the public domain due to no fault of the Customer.
9.2.4 Such Confidential Information was disclosed in compliance with any judgment or order of a competent court or in accordance with any law for the time being in force or due to an order by any governmental authority.
- INTELLECTUAL PROPERTY
10.1 Synconext shall own all the Intellectual Property rights subsisting or used in connection with the Platform, including but not limited to any patents, trademarks, logos, icons, domain names or copyright.
10.2 The Customer herein understands and accepts that Synconext in no manner grants the Customer any Intellectual Property rights in the Platform nor constitute a transfer of any rights, titles or interests of the Intellectual Property belonging to Synconext unless the same has been expressly authorized by Synconext in writing.
10.3 No content, material, name including the logo of Synconext shall be copied or otherwise published (through paper or in any electronic form) by the Customer unless the same has been permitted by Synconext in writing.
10.4 The Customer herein agrees and accepts to use the Intellectual Property of Synconext only with the explicit consent of Synconext and solely for the purposes permitted under these Terms. The Customer herein understands that it is prohibited from marketing, selling, replicating, reverse engineering, decompiling or attempting to do any of the aforementioned of any of the Intellectual Property of Synconext.
10.5 The Customer herein understands and accepts that any breach of the aforementioned clauses shall be considered as a material breach of these Terms and Synconext shall have the right to terminate this engagement with immediate effect or seek such other legal remedies available under the law.
10.6 The obligation of the Customer detailed under this clause shall survive the termination of its engagement with Synconext.
11. REPRESENTATIONS AND WARRANTIES
11.1 The Customer hereby represents and warrants that:
11.1.1 The Customer is competent to enter into this engagement and discharge all the obligations set forth in accordance with these Terms.
11.1.2 The Customer is an entity duly organized and validly existing under the laws of India and is in good standing under the laws of India and that the Customer has full authority to enter into this engagement and to execute, deliver and perform all or any of its obligations under these Terms.
11.1.3 If the Customer is using the Platform on behalf of an organization then the Customer has the authority to bind such an organization to these Terms and the Customer hereby agrees to be bound on behalf of the organization.
11.1.4 All information provided by the Customer to access and use the Platform and/or the Services is true and updated.
11.1.5 The Customer has not been previously suspended or removed from the Platform or from availing the Services for any reason whatsoever.
11.1.6 The use of the Platform and/or the Service is in compliance with any and all applicable laws and regulations.
12.1 The Customer herein agrees and accepts to indemnify Synconext from and against all losses, claims, costs, liabilities or expenses incurred or sustained by Synconext or for any suit that may be initiated by a third party whether based in claims of tort or contract (including court costs and attorney fees) that may be incurred or sustained as a consequence of the following:
12.1.1 Use of the Platform in a manner not expressly permitted under these Terms
12.1.2 Willful misconduct
12.1.3 Negligence, fraud, misrepresentation, or breach of its obligations under these Terms
12.1.4 Breach of any of its representations and warranties under these Terms
12.1.5 Violation of any of the applicable laws.
12.2 Under no circumstances shall Synconext be liable for any loss of actual or anticipated revenues, profits, goodwill, an opportunity of business or for any consequential, special, incidental, exemplary, punitive or other indirect losses or damages, whether arising out of or related to these Terms, including those in contract, tort (including negligence) even if such loss was foreseeable and Synconext had been advised of the possibility of such damages or loss.
13. DISCLAIMERS OF WARRANTIES
13.1 Synconext makes no express warranties to the Customer regarding the Platform. The Platform is being provided to the Customer “as is” and “as available” without any warranty of any kind. Synconext makes no warranty that the Platform will be error-free or available at all times, nor does Synconext warrant the compatibility or operation of the Platform with all the hardware or software configurations.
13.2 Synconext disclaims all warranties with regard to the Platform, express or implied, including without limitation, any implied warranties of fitness for a particular purpose, merchantability, merchantable quality, or non-infringement of third-party rights.
13.3 No oral or written information or advice given by Synconext, its distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
14.1 Synconext herein shall have the right to communicate certain communications including but limited for the purpose of service announcements, administrative changes and such other communications.
15. AMENDMENTS OR MODIFICATIONS
15.1 Any amendment or modification to these Terms shall be duly notified to the Customer via email or a notification. By continuing to use our Platform and/ or the Services after any such changes, the Customer herein accepts these Terms as modified.
16. WAIVER AND SEVERABILITY
16.1 Any failure or delay to exercise a right or remedy shall not be construed as a waiver by either of the parties unless such a waiver is expressly set forth in writing.
16.2 Any provision of these Terms that is declared null, void or unenforceable shall be ineffective only to that extent and the remaining provisions shall be binding on both the parties.
17. ASSIGNMENT 17.1 The Customers are not entitled to transfer any of their rights or obligations to anybody unless a written authorization for the same is obtained from Synconext. Synconext may at its sole discretion assign any of its rights and obligations to a third party without assuming any responsibility to either obtain permission or notify the Customer.
18. FORCE MAJEURE 18.1 For the purposes of these Terms, Force Majeure shall mean without limitation, any event, beyond the control of the parties which prevents either party from fulfilling any of the obligations under these Terms, including but not limited to Act of God, (including fires, earthquakes, floods or other natural calamities), war, hostilities, invasion, rebellion, strikes, lockouts, nuclear explosions, revolution or riots. Neither party shall be responsible for any breach or non-performance of these Terms if such breach or non-performance was the result of a Force Majeure event.
19. ARBITRATION, GOVERNING LAW AND JURISDICTION 19.1 In the event of any disputes or claim arising with respect to these Terms, the parties shall first attempt to resolve the same amicably through discussions.
19.2 In the event that the parties are unable to solve the disputes or claims in an amicable manner, the parties shall attempt to resolve the same through arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. The arbitrator shall be appointed by Synconext and the Customer hereby consents to the same. The seat for such arbitration shall be Bangalore and all arbitration proceedings shall be in English.
19.3 These Terms shall be governed by and construed in accordance with all applicable laws of India and the courts at Bangalore shall have exclusive jurisdiction over any matter arising out of these Terms.
22. CONTACT US
22.1 In case of any complaint, dispute or queries regarding these Terms, please contact Synconext through the information provided below. Synconext shall undertake all reasonable efforts to address the Customer’s queries or grievances at the earliest opportunity.
Address: Synconext Technologies Pvt. Ltd. 2nd Floor, 54th 12th Main Road, 4th Block East, Jayanagar 3rd Block East, Jayanagar, Bengaluru, Karnataka 560011