Terms of Service

These terms of service ("Terms") govern your use and access to our client software. Your agreement is with Samagra | Transforming Governance, a corporation organized under the laws of <To be updated> and its affiliate entities ("UCI", "Sunbird UCI", "we", "us", or "our").

• If you are using our Services on behalf of a third party, you hereby agree to these Terms on such third party's behalf, and you hereby confirm that you have authority to bind such third party by such agreement.

IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS AND THE OTHER POLICIES, AGREEMENTS AND DOCUMENTS REFERENCED HEREIN, YOU SHOULD NOT USE OUR SERVICES.

Your Responsibilities

You are solely responsible and liable for your conduct and Your Data, which must comply with our Acceptable Use Policy. Please do not collect, copy, upload, download or share Your Data with ODK unless you have the right and authority to do so; any such unauthorized sharing of Your Data with ODK will be considered a violation of these Terms and may result in the termination of Your Account and any Subscriptions for Services then in effect. We may review your conduct and Your Data for compliance with these Terms, but we have no obligation to do so.

You may use our Services only as permitted by applicable law, including export control laws and regulations.

Finally, by using our services, you represent to us that you and Your Delegates comply with the requirements of digital consent as per applicable law, as specified in the Privacy Policy. If you and Your Delegates do not meet these requirements, you may not use the Services.

Software

Some of our Services allow you to download client software programs and tools ("Software") which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software solely to access the Services. To the extent any component of the Software may be offered under an open-source license, we will make the terms of that license available to you and the provisions of that license may expressly override some of these Terms. You hereby agree not to reverse engineer, decode or decompile the Services, attempt to do so, or assist anyone in doing so.

Service Updates

From time to time, UCI may, in its sole discretion, add features or functions or provide bug fixes, patches, updates and upgrades to our Services, including its components, which may be provided automatically and without advance notice. If you do not want to receive such upgrades automatically, you may not use the Services.

We sometimes release products and features that we are still testing and evaluating. Those Services have been marked "beta," "pre-release", "preview," "early access," or "evaluation" (or with words or phrases with similar meanings) (collectively, "Beta Services"), and may not be as reliable as UCI's other services, so please keep that in mind. Any Beta Services are not subject to any warranties or service level/uptime/downtime commitments that UCI may provide to you from time to time in connection with the Services.

Indemnification

You will indemnify, defend, and hold harmless UCI from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against UCI and its Affiliates regarding: (a) Your Data; (b) your use of the Services.

Services "AS IS"

We strive to provide great Services, but there are certain things that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, UCI AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS". WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Limitation of Liability

WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR UCI'S OR ITS AFFILIATES' FRAUD OR GROSS NEGLIGENCE IN PROVIDING THE SERVICES. THIS PARAGRAPH DOES NOT AFFECT CONSUMER RIGHTS THAT CAN NOT BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN NO EVENT WILL UCI, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF LEGAL THEORY, AND IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT UCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, UCI, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. UCI AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

Entire Agreement

These Terms, together with the Software Licence, the Acceptable Use Policy, and the other documents and materials referenced herein or otherwise published by UCI from time to time governing use of the Services, constitute the entire agreement between you and UCI with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, understandings, or terms and conditions applicable to the subject matter of these Terms except as otherwise agreed in writing between you and UCI. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

UCI's failure to enforce a provision is not a waiver of its right to do so at a later date or time. If any portion of these Terms is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as UCI as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. UCI may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time and the most current version will always be posted on the UCI's website. If a revision, in UCI's sole discretion, is material, we will notify you (by, for example, sending an email to the email address associated with your account). You are responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the revised terms, you may not access or otherwise use the Services.