Asanify Platform Terms of Service
Last Updated: 29 Mar 2023
Please read these Terms of Service (“Terms” or “Terms of Service”) carefully before using the https://asanify.com, *.asanify.com and asanify.in websites (the “Platform” or “Asanify Platform”) operated by Asanify (“Asanify”, “us”, “we”, or “our”). For purposes of these Terms, “you” and “your” means you as a user of the Services.
Your access to and use of the services (the “Services”) we make available to you on the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. If you disagree with any part of the Terms, then you do not have our permission to access the Service. If you have questions about these Terms, contact our Customer Support team by submitting a request here before accessing the Services.
If you are accessing or using the Services on behalf of a business or other legal entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.
Asanify enables businesses to seamlessly manage relationships with employees and independent contractors. You may register to the Platform as a “Client”. Depending on the designation of your account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.
International Contractor Payout Services
Clients use Asanify to seamlessly onboard Contractors to their accounts payable systems and simplify the process of making payments to Contractors (“International Contractor Payout”).
How International Contractor Payout works:
- Client runs Contractor payroll on Asanify and confirms the amounts for each Contractor for a given payroll period.
- Asanify validates that calculations are compliant
- Asanify raises an invoice for the Funds (total amount for contractor payroll plus and Asanify platform fees) to the client.
- Client makes payment for the Funds using any available payment method (in most cases, bank transfer).
- Once the contractor payroll amount for the month is received in the designated Account, Asanify initiates payouts to Contractors
Capitalized terms in these Terms of Service are defined as follows:
“Account” is an account to access and use the Platform in accordance with the terms hereof.
“Administrator” or “Admin” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.
“Clients” are Users who use the Services to onboard Contractors make payments to Contractors for their services
“Contracts” are the legally binding documents executed by Clients and Contractors that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor. Client confirms that they have independently executed a Contract with the Contractor before Client adds any such Contractor on the Asanify Platform. If Client adds any contractor to Asanify without a valid Contract – that would constitute a violation of these Terms.
“Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform. Contractors need to be added to the platform by Clients
“Employees” are Users who are on the rolls of Clients as full time employees. Employees need to be added to the platform by Clients
“Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.
“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.
“Funds” are the funds payable to Employees or Contractors for the services described in a Contract.
“Management Services” are same as International Contractor Payout Services
“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.
We make the Platform and the Services available to Users 18 years of age or older. If you are not 18, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. Asanify may refuse to provide an Account for any individual or entity at its sole discretion.
4. Asanify Accounts.
4.2. Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. Asanify will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Asanify harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at firstname.lastname@example.org that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.
5. Use of Services.
Subject to these Terms, Asanify allows you to access and use the Platform and/or Services on a non-exclusive basis solely for your or the Business’, as applicable, internal business purposes. Asanify may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. Asanify allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as “User Content”.
ASANIFY DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.
Asanify may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Asanify reserves the right to treat User Content as content stored at the direction of users for which Asanify will not exercise editorial control except when violations are directly brought to Asanify’s attention.
You understand that Asanify is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Users must agree to these Terms, it is possible that other Users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
It is also possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content you share with other Users may use information you provided through such User Content for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks.
7.1 User Content Restrictions. Asanify has no obligation to accept, display, or maintain any User Content. Moreover, Asanify reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.
Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
7.2. Use Restrictions.You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by India (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.
Further, you may not (i) use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities set forth in the Prohibited Activity List; or (ii) do or attempt to do any of the Prohibited Uses set forth in the Prohibited Activities List. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.
8. Data Protection.
9.1 Payment Plans. If you are a Client, certain Services are subject to the payment of the fees to Asanify as detailed below.
Subscription Fee is listed in the Asanify International Pricing Page.
If you pay for your Payment Plan using a debit method, international bank transfer using SWIFT, wire transfer or credit card (“Card”), the following terms apply:
- Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges.
- Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise,
Client remains responsible for any amounts not remitted to Asanify and Asanify may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement.
Asanify may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending Asanify notice of termination to email@example.com. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
Asanify may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time (“Free Trial”). At any time and without notice, Asanify reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.
Payment Plan fees are stated exclusive of any GST, sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Asanify are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.
9.2 Payment Methods. For now Asanify will accept various payment methods which may vary from time to time. For international payments, preferred mode is via International Bank Transfer with SWIFT method. Except for Asanify’s role as a limited payment agent for Contractors as set forth in Section 10.3, Asanify does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Asanify may partner with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Asanify is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges.
Asanify does not charge Contractors or Employees any fees for payments processed through the Platform regardless of payment method. However, Asanify is not responsible for any transaction fees, or any other fee imposed separately on a Contractor or Employee by a Payment Service Provider or by Contractor’s or Employee’s own financial institution.
By using any payment method and providing payment information to Asanify or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.
All payment services, including withdrawal services will be provided by Asanify’s Payment Service Provider.
9.4 Payment Service Providers. If you make payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Asanify.
10. Management Services.
The following terms apply to any Management Services hereunder:
10.1. Disputes and Contract Cancellations.
10.1.1 Reversals and Disputes. Clients should not initiate payments until Contractors have met the acceptance criteria or other requirements detailed in a Contract. Except to satisfy the compliance obligations set forth in Section 9.3, Asanify cannot reverse payments or withhold funds from Contractors, and cannot cause Payment Service Providers to reverse payments or withhold funds from Contractors once funds have been received by Asanify or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Contractor or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Contractor or with the relevant Payment Service Provider. Asanify will not adjudicate payment or Contract disputes between Users regardless of payment method or Contract status under any circumstances, and Users are solely responsible for dispute settlement. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement.
10.1.2 User-Initiated Contract Cancellation. If a Client owes outstanding payments to a Contractor after completion of work, or if a Client is dissatisfied with the service provided by a Contractor, the Client will have to settle these matters directly with the Contractor. Similarly if a Contractor has any Disputes regarding outstanding payments (which Client has not been transferred to Asanify), Contractors need to directly contact the Client and Asanify will not be held responsible for any such outstanding payments. Clients may Offboard the Contractor from Asanify dashboard. Offboarding through the Asanify dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality or validity of a Contract. Asanify is not responsible for the Cancellation of the Contract between Client and Contractor.
10.2. Tax Forms & Invoices.
Asanify does not provide tax, legal or accounting advice to Users. You need to make your own decisions about compliance with applicable relevant tax laws. You should consult your own tax, legal or accounting advisors prior to paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Contractor.
Asanify will in no way be liable to you or any third party (including but not limited to any taxation authority) for any losses or penalties, pecuniary or otherwise, arising from a User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation or employment status in any manner.
Users may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled, in addition to the payment amount indicated in an invoice. Users agree that they are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to them. You also agree that the amount of any invoice, and any fees you owe for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.
Specifically, if you are a Contractor you acknowledge and agree to the following (the “Contractor Tax Compliance Obligations”):
- You are solely responsible for remitting any amounts owed by you to the Indian or any other local Income Tax department or other governmental authority in a timely fashion according to applicable rules and regulations and your normal accounting practices;
Asanify will in no way be liable to you, any taxation authority, Client, or any third party for any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to these Contractor Tax Compliance Obligations.
10.3. Appointment of Asanify as Payment Agent
Contractors hereby appoint Asanify as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.
Contractors also authorize Asanify in its role as Payment Agent to:
- hold, disburse and retain payments on behalf of Contractors pursuant to these Terms of Service, or otherwise instruct Asanify’s Payment Service Providers to do so;
In accepting appointment as Payment Agent, Asanify assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, these Terms of Service, failure by Contractors to provide the Services in accordance with Contracts, or failure by Clients to make payments owed to Contractors, and Contractors understand that Asanify’s obligation to pay Contractors is subject to and conditional upon Asanify’s actual receipt of payment from Clients. Contractors represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Contractors will be satisfied upon receipt of payment by Asanify (or its Payment Service Provider, as applicable), and Asanify (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that Asanify (via its Payment Service Provider) does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against Asanify, and not Clients. Contractors agree that Asanify may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that Asanify may deem necessary or prudent.
10.4. Payments to Contractors. Asanify will make payouts to Contractors in their local Bank accounts and in their local currencies.
10.5 Ownership of Deliverables. Asanify will not be held responsible for any Deliverables that may be agreed between the Client and the Contractor
11. Asanify HR
In addition to the Terms of Service, the terms and conditions stipulated below apply to the access and use of the Asanify HR Platform and its Services (“Additional HR Terms”).
Client acknowledges and agrees that it has read, understood and agreed to be bound by the Additional HR Terms.
Subject to the terms hereof, as part of the Platform, Client may access Asanify’s cloud-based solution for managing and maintaining a human resources system via the internet as further described below (“Asanify HR Platform”).
The Client wishes to have access to Asanify HR Platform and use its online services solely in its internal business operations.
Subject to the Additional HR Terms, Asanify has agreed to grant access to the Client to the Asanify HR Platform which includes its online services as further described below and the Client has agreed to take and pay (if applicable) for such access subject to these Additional HR Terms and provided that the Client complies with any and all of the requirements set forth in this Additional HR Terms and the applicable provisions of the Terms of Service.
11.2 Specific Definitions
The following definitions apply solely to the Additional HR Terms and not to the Terms of Service.
Authorised Users: those Users which are employees and independent contractors of the Client and are authorised or added by the Client (or by Asanify at Client’s request) to use the Asanify HR Platform, as further described herein and for whom, where applicable, the Subscription Fee has been duly paid to Asanify by Client.
Client: any User who has access to the Asanify HR Platform and/or uses, directly or indirectly (i.e including any actions taken by or on behalf of any employee or independent contractor of any User) the Services (as defined below in the Additional HR Terms) in whole or in part.
Client Data: the User Content inputted by the Client, Authorised Users, or Asanify on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.
Asanify HR Plan: There may be different plans offered under HR Plan including Essential, VIP and Enterprise. These plans include a combination of several features in Asanify including but not limited to: Attendance, Leave, Time Sheet, Performance Management, OKR, Hiring, Offer Letters, etc.
Effective Date: the date on which access was granted to the Asanify HR Platform and/or any of the Services by Asanify to the Client and/or to any of its Authorised Users.
Services: include calculating payroll, managing employee information through an employee directory and HR related services such as Leave and Attendance management through self service on a non-downloadable online software portal (“Websites”) – www.asanify.com and *.asanify.in & *.asanify.co.in (the “Service(s)”).
Software: the online software applications provided by Asanify as part of the Services.
Subscription Fees: the subscription fees payable by the Client to Asanify to have access to the Services and grant such access to its Authorised Users.
User Subscriptions: any Authorised User which is entitled by the Client or Asanify to access and use the Services in accordance with these terms
11.3 Services and Subscription
11.3.1 Services provided through the Asanify HR Platform
Subject to the Terms of Service and these Additional HR Terms, including, payment by the Client of the applicable Subscription Fees
- Asanify hereby grants to the Client a non-exclusive, non-transferable right and license, without the right to grant sublicenses, to permit the Authorised Users to use the Asanify HR Platform during the Subscription Term in accordance with the Asanify HR Plan solely for the Client’s internal business operations.
- the Client is authorized to access and use the Asanify HR Platform and its Services on a non-exclusive basis solely for internal business purposes notably to facilitate the onboarding process of its employees and independents contractors, create reports about such users, allow them to submit documents and access other functionalities as may be further described and offered within the Asanify HR Platform.
11.3.2 Authorized Users
184.108.40.206. Subject to the Terms of Service and these Additional HR Terms and its restrictions, the Client may, from time to time during the Term, grant access to any additional Authorised User to the applicable services of the Asanify HR Platform, only by adding Authorised Users in the Asanify HR Platform and paying the applicable Subscription Fees.
220.127.116.11. It is agreed that the simple addition of any Authorised User by the Client in the Asanify HR Platform will be considered as an ordering of an additional User Subscription under these Additional HR Terms.
18.104.22.168 In relation to the Authorised Users, the Client undertakes that:
- it will be solely responsible for the use, attempted use, misuse by any users (including the Authorised Users) of the Asanify HR Platform and any of its Services.
- solely Authorised Users as defined in the Additional HR Terms will be authorised to use the Asanify HR Platform.
- it will not allow or permit any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
- each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
- it shall permit Asanify or Asanify’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Client’s data processing facilities to audit compliance with these Terms.
- if any of the audits referred herein reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Asanify’s other rights, the Client shall pay to Asanify an amount equal to such underpayment as calculated in accordance with the prices agreed in the Additional HR Terms within  Business Days of the date of the relevant audit.
11.4 Fees and Payment
In order to use the Services, including the Asanify HR Platform described herein, the Client shall pay Asanify the applicable Subscription Fees.
All payments are to be done on advance basis only and if payment is not received within 3 (three) days of start of a period, Company has a right but not an obligation to terminate Customer’s account with an emailed notice on the day of. Customer shall be responsible for all taxes associated with Services such as GST, etc.
11.5 Client cooperation
11.5.1 The Client shall:
(a) provide Asanify with:
- all necessary co-operation in relation to these Additional HR Terms; and
- all necessary access to such information as may be required by Asanify;
in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
(b) without affecting its other obligations under the Terms of Service, comply with all applicable laws and regulations with respect to its activities under these Additional HR Terms;
(c) carry out all other Client responsibilities set out in these Additional HR Terms in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, Asanify may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of the Terms of Service and these Additional HR Terms and shall be responsible for any Authorised User’s breach of these Additional HR Terms;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Asanify, its employees and contractors to perform their obligations under these Additional HR Terms, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Asanify from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
11.6 Third Party Providers.
The Client acknowledges that the Services may integrate or interoperate with products and services of third parties (“Third-Party Products”), or import or export data and other content to or from Third-Party Products (collectively, “Integrations”).
Any use of any Third-Party Products is solely at Client’s own risk. Asanify is not responsible for Third Party Products, any use by Client of Third-Party Products, and any exchange of data between Client and any Third-Party Product is solely between Client and the applicable provider.
If Client opts to use any Integrations, Client agrees to: (i) assume sole responsibility for and all risk arising from Client’s use of Integrations and the content, functionality, or availability of any Third-Party Products, including waiving and releasing Asanify from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless Asanify from any third party claims directly or indirectly arising from or related to Client’s use of any Integrations.
Asanify PROVIDES INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.
11.7 Term and Termination.
The term of an Asanify HR Plan shall begin on the Effective Date and shall continue until terminated by Asanify or the Client as provided in these Additional HR Terms (the “Subscription Term”).
Either party may terminate the Asanify HR Plan without cause and at any time upon giving 60 days’ prior written notice to the other party (the “Notice Period”). Such termination shall be effective commencing from the first day of the following billing period.
The Asanify HR Plan may be terminated immediately by Asanify (without notice) upon: (i) the Client’s non-payment or failure to make payment when due for any reason; or (ii) in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Additional HR Terms. Asanify may also cancel a Asanify HR Plan if the Client or any of its Authorised Users is no longer a Asanify account holder in good standing.
11.8 Changes to Asanify HR Plan or to Additional HR Terms.
Asanify reserves the right to make changes to these Additional HR Terms and/or the Asanify HR Plan and its pricing, in any manner and at any time as Asanify may determine in our sole and absolute discretion. Asanify will provide Client written notification of any material changes to the Asanify HR Plan, including any adjustments to the Subscription Fees for the Client’s Asanify HR Plan, at least 30 days in advance of the implementation of such changes. After notice of a material change, Client may terminate the Client’s Asanify HR Plan by providing written notice to Asanify within the 30-day notice period prior to the effective date of the change. Except as otherwise expressly provided for herein, any price changes or changes to the Client’s Asanify HR Plan will take effect from the next billing period. If Asanify discontinues the Client’s Asanify HR Plan, Asanify will not be liable with regard to any Client Data or the consequences of such discontinuation of the Services.
Client agrees to indemnify Asanify and its affiliates, and hold Asanify and its affiliates harmless from any damages, losses and costs related to third party (including any Authorised Users) claims or proceedings arising out of Client’s use and/or its Authorised Users’ use of the Asanify HR Platform.
11.10 Applicability of the Additional HR Terms.
It is hereby agreed that in the case of any contradiction and/or lack of clarity and/or ambiguity and/or incompatibility between the provisions of the Terms of the Service and the Additional HR Terms, the provisions specified in the Additional HR Terms shall prevail in relation to the Services and the Asanify HR Platform.
12. Communications from Asanify.
By creating an Account on our Platform you agree that we may contact you in relation to the Services. By creating an Account you also agree to subscribe to newsletters and/or marketing materials and/or other promotional information we may send to you. However, you may opt-out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still contact you and send you messages related to the Services even after you have opted out of receiving marketing communications.
We may provide notices regarding activity and alerts electronically through your Account, email, and via Whatsapp, text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, OTP to login, Contracts and other documents. Administrators and Users may elect to not receive certain notices via text or SMS, but this will limit the use of certain Services.
You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
Contact us immediately via email to firstname.lastname@example.org if you are or believe you are having problems receiving Notices.
13. Interruption of Service.
From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.
14. Intellectual Property.
The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of Asanify and its licensors. The Services are protected by copyright, trademark, and other laws of both India and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of Asanify. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.
You, or the Business, as applicable, have all right, title and interest in the User Content you submit. By submitting any User Content, you grant Asanify and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Client hereby grants Asanify the right to use Client’s name and logo in any marketing or advertising materials. Except as expressly set forth herein, nothing herein grants Asanify any right, title or interest in any intellectual property rights of Client.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback will become the sole and exclusive property of Asanify, and Asanify may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. You hereby assign to Asanify any and all right, title and interest to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.
16. Links to Other Web Sites or Services.
Our Services may contain links to third-party websites or services that are not owned or controlled by Asanify. Our Services may also allow you to import or interface with third-party applications or services.
Asanify has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee the offerings of any of these third-party, their services, or their websites.
You acknowledge and agree that Asanify will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms of service and privacy policies of any third-party web sites or services that you visit or interact with.
17. Termination; Survival.
We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of Asanify; or (iv) failure to make payment in accordance with the terms hereof. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.
We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at email@example.com. Following such a request, Asanify shall close your Account as soon as reasonably practicable.
Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, Section 10.3 [Appointment of Asanify as Payment Agent], , Section 10.5 [Ownership of Deliverables], Section 14 [Intellectual Property], Section 15 [Feedback], Section 18 [Indemnity and Limitations of Liability], Section 20 [Disclaimers], Section 21[Limitation of Liability]; Section 24 [Dispute Resolution]; and Section 25 [Confidentiality].
18. Limitation of Liability; Indemnification.
Asanify is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.
Asanify assumes no liability for any acts or omissions of any Contractor, Contractor’s failure to provide the services to the Client, or Client’s failure to pay amounts owed to a Contractor; and the Contractor acknowledges that Asanify’s obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon Asanify’s actual receipt of payment from the Client.
You agree to defend, indemnify and hold harmless Asanify, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal’s fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, data and Content posted by you to the Platform.
19. Force Majeure.
You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.
Asanify is not a law firm, and is not permitted to engage in the practice of law. Asanify employees do not act as your lawyer or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on Asanify are made available to you for informational purposes only and are not a substitute for the advice of a lawyer, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.
The Platform provides Templates, Forms and other automated document generation tools for Users to document work progress. The information we provide is a compilation of frequently encountered legal and compliance issues generally applicable, and is not intended to be comprehensive of matters specific to your circumstances.
At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.
Asanify and the Services are not a substitute for the advice of a lawyer. Although Asanify takes every reasonable effort to ensure that the Templates, Forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on the Platform is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Asanify cannot guarantee that all the information on the Platform is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.
The Platform contains links to other compliance resources. We provide these links to help you identify and locate other resources that may be of interest to you, and are not intended to state or imply that Asanify sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. Any third party information contained on the Platform or on sites we link to is from sources we believe to be reliable, but which we have not independently verified.
Asanify is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. You use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.
Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction and is subject to change.
Asanify makes no express or implied warranties or representations, and Asanify has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.
YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. ASANIFY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ASANIFY DOES NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
21. Limitation of liability.
We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Asanify, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
IN NO EVENT WILL ASANIFY, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR INR 25,000.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.
23. Governing Law.
This Agreement and any Service Addendum will be construed in accordance with and governed by the laws of Republic of India.
24. Dispute Resolution.
The validity, construction and performance of this Agreement shall be governed and interpreted in accordance with the laws of India without any application of any principles of conflict or choice of law. Parties hereby agree that any disputes between them shall be exclusively resolved through arbitration under the provisions of the Arbitration and Conciliation Act, 1996 (“Act”)(as may be amended, substituted or re-enacted) by making a reference to a sole arbitrator mutually appointed by the parties. The arbitration proceedings shall be in English and the place of arbitration shall be Kolkata. The arbitration award shall be final and binding on the parties and the parties agree to be bound thereby. Notwithstanding the foregoing, the courts of Kolkata shall have sole and exclusive jurisdiction.
“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of Asanify. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that Asanify may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.
Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.
One of the unique features provided by Asanify includes the ability to access HR related information directly from Whatsapp (availability may vary by country; for now only available to India entities). By signing up you confirm that you Opt In to be contacted over Whatsapp. Additionally, you agree that you have also received Opt In confirmation from your employees, as added on Asanify, to receive messages from Asanify Technologies Private Limited whatsapp number (which may change from time to time).
27. Contact Us.
Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these or Terms of Service. Asanify may communicate with you via email or other channels regarding your Account, Platform system updates, and other issues related to your Account.
You may contact us regarding the Services or these Terms by mail at: Asanify Technologies Private Limited, 26B Prince Baktiyar Shah Road, 2nd Floor Flat 2A, Kolkata – 700033, India, or via email to firstname.lastname@example.org. You may also reach out via in-app chat.
28. Prohibited Activity List
Prohibited User Activities:
- Pornography, prostitution, escorting or other adult or obscene services or activities;
- Online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services;
- Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances;
- Drug paraphernalia;
- Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals;
- Marijuana dispensaries;
- Any product or service that infringes upon the copyright, trademark or trade secrets of any third party;
- Age-restricted products or services;
- Bail bond services;
- Bidding fee auction services;
- Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments;
- Esoteric services (e.g. astrology, psychic reading etc.);
- Extended warranty services;
- Weapons and munitions;
- Terroristic or other illegal organizations;
- Multi-level marketing, pyramid schemes, any other deceptive marketing services;
- Undefined or poorly described products or services;
- The sale of social media activity (e.g. Twitter followers, Facebook likes, or YouTube views);
- Spyware, malware, virus, back-door, drop dead device or other program installation services;
- Unfair, predatory or deceptive products and services;
- Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity;
- Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or
- Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.
- Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
- Access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
- Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, Accounts registered to other Users, or the computer systems or networks connected to the Services;
- Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
- Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
- Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
- Use the Services for illegal, harassing, unethical, or disruptive purposes;
- Violate any applicable law or regulation in connection with your access to or use of the Services;
- Use or access another User’s account or password without permission; or
- Access or use the Services in any way not expressly permitted by these Terms