Terms of Service & Use

In these Terms of Service ("Terms"), the following expressions shall have the following meanings:

• "Agreement" refers to these Terms of Service collectively with any applicable Order Form and the Privacy Policy.
• "Company", "We", "Us", or "Our" refers to XpertLync Solutions Pvt. Ltd, a private limited company incorporated under the laws of India, having its principal place of business in Hyderabad, India.
• "Valideur" or "Service" refers to the proprietary Governance, Risk, and Compliance (GRC) Software-as-a-Service (SaaS) platform provisioned by the Company.
• "Subscriber" or "You" refers to the individual, corporation, or legal entity entering into this Agreement to utilize the Service.
• "Customer Data" refers to any electronic data, text, documents, or material uploaded, transmitted, or stored by the Subscriber within the Service.

Subject to the unconditional compliance with these Terms and the timely payment of all applicable subscription fees, the Company hereby grants the Subscriber a non-exclusive, non-transferable, revocable, and limited right to access and use Valideur solely for the Subscriber's internal business operations.

The Service is provided on a multi-tenant cloud infrastructure architecture (Software-as-a-Service). This Agreement does not convey any rights of ownership in or related to the Service, or any underlying intellectual property rights owned by the Company.

The Subscriber agrees, warrants, and undertakes that they shall not, directly or indirectly:

• Sub-license, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service.
• Modify, make derivative works of, disassemble, decompile, or reverse-engineer any part of the Service or its underlying source code.
• Use the Service to store or transmit infringing, libelous, unlawful, or tortious material, or to store or transmit material in violation of third-party privacy rights.
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein (including penetration testing without prior written consent).
• Attempt to gain unauthorized access to the Service or its related systems, networks, and databases.

All rights, title, and interest in and to Valideur, including without limitation all patents, copyrights, trademarks, trade secrets, algorithms, UI/UX designs, and any derivative works or enhancements thereof, shall remain the sole and exclusive property of XpertLync Solutions Pvt. Ltd.

The Subscriber retains all rights, title, and interest in and to the Customer Data. The Subscriber hereby grants the Company a worldwide, royalty-free, non-exclusive license to host, copy, transmit, and display Customer Data strictly for the purpose of provisioning the Service.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Company does not warrant that the Service will be uninterrupted, error-free, completely secure, or that it will meet the Subscriber's specific compliance or regulatory requirements. The Subscriber acknowledges that Valideur is a tool to assist with GRC processes and does not constitute legal, auditing, or professional advisory services.

Limitation of Liability: IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION.

Indemnification: The Subscriber shall indemnify, defend, and hold harmless the Company and its directors, officers, and employees against any claims, damages, liabilities, and expenses arising out of the Subscriber's breach of the Acceptable Use provisions or arising from the Customer Data.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

Any disputes, controversies, or claims arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the competent courts located in Hyderabad, Telangana, India.