Subscription Agreement

This Subscription Agreement (the “Agreement”) governs the subscription and use of Sign Desk Melento Products by the Customer.

By clicking on the I Accept button you give your consent to have read and understood the contents of the Agreement between Desk Nine Private Limited and you, and agree to abide by the same for the usage of Melento Application.

IF THE YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

The Direct Competitors of Melento are prohibited from utilizing services unless otherwise specifically authorized.

This Agreement shall be effective from the date the Customer signs this Agreement electronically using the OTP method.

1. Definition

1.1 Aadhaar-based esign shall mean Aadhaar-based online electronic signature service as recognized by the provisions of Schedule II of the IT Act,2000, which facilitates an Aadhaar holder to electronically sign a document;
1.2 Aadhaar Number shall mean the unique identification number issued to a resident by UIDAI;
1.3 Access Upon compliance with the terms of this Agreement, Melento shall allow the customer to access and use the mobile application(App) or website through the login credentials so provided for the same. Such users will be able to access and use the application for their business/personal activity. Access to the Services shall be limited as per the terms of the Agreement.
1.4 Account shall mean the account created in the mobile application or website.
1.5 Agreement shall mean this Subscription Agreement.
1.6 Audit Trail shall mean the Audit Trail of Transactions saved in the App which includes such details which is required to be maintained at the option of Melento .
1.7 Authorized User shall mean any person(s) authorized by Melento to access and use the services through the app accessible to the Customer in this Agreement.
1.8 Business Day shall mean any day other than a Saturday, Sunday or official public holiday in India;
1.9 Customer means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order form..
1.10 Customer Data shall mean any of the customer's information, documents, or electronic files that are uploaded on the Melento app.
1.11 Confidential Information shall have the meaning set forth in Clause 8.
1.12 Dashboard means the User Interface enabling the Customer to track the services provided by DNPL.
1.13 Document Workflow Solution shall mean the solution offered by DNPL which enables Customers to seamlessly manage their documents, templates, signatures, etc.
1.14 DNPL shall mean Desk Nine Private Limited, the Company owning and operating Melento.ai
1.15 Electronic Signature shall mean one time password based email or phone authentication based signature.
1.16 Free Services means Services that DNPL makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
1.17 Laws shall mean all applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directives of any governmental authority or person acting under the authority of any governmental authority, whether in effect or which may come into effect in the future;
1.18 Mobile App or Melento App shall mean all mobile application(s) developed by Melento designed to run on a mobile device or tablet computer.
1.19 Order Form means any ordering document issued for Customer’s purchase from Melento .
1.20 OTP shall mean the one time password sent to the email address or the phone number of the Customer.
1.21 Product means the software, service provided by DNPL and shall include all previous and updated versions.
1.22 Renewal term shall mean any additional term subscribed by the Customer.
1.23 Service means hosted, software as a service offering by Melento that are made available to the customer
1.24 Melento shall mean the product designed and developed by Desk Nine Private Limited.
1.25 Software means all downloadable softwares offered by Melento
1.26 Subscription Period shall mean the period during which the Customer’s subscription commences and till expiration and shall include the initial Term and all renewal terms(If applicable).
1.27 Template shall mean the template as available as a part of the Subscription package.
1.28 Term shall mean the term of this Agreement as mentioned in Clause 6
1.29 Third Party shall mean any party that is is not a Party to the Agreement;
1.30 Update shall mean any update to the Mobile App as defined in 1.18 of this Agreement.
1.31 User means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by DNPL without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, DNPL at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors, and agents contractors and agents of Customer, and third parties with which Customer transacts business;

2. Product Description and Availability

2.1 DNPL has developed a web based module and a mobile application which includes its document workflow solution, offering Electronic Signature facility and Aadhaar signatures.
2.2 The Agreements which by law are required to be in writing and signed are reproduced in Annexure 1 and the Customer recognizes that the electronic signature shall not be affixed on such category of document. The Customer further recognizes that the IT Act, 2000 prohibits the use of eSign on the category of documents, as listed in therein and reproduced in Annexure 1 Customer recognizes that the eSign shall not be affixed on such category of document, The Customer recognizes that DNPL shall not be liable for any electronic signature done on such documents.
2.3 Customer recognizes that since DNPL operates services using computer equipment, computer software programs, and the Internet, DNPL shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control, including, without limitation, limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Customer’s equipment, or failure to meet its responsibilities under this Agreement.
2.4 Customer further recognizes that DNPL utilizes the services of Third Party Service Providers in order to provide certain features of the service/ DNPL shall not be responsible for any delays or service interruptions attributable to any Third Party Service Providers.

3. Responsibilities of DNPL

a. Throughout the Term and its connection with actual or required performance under this agreement, DNPL shall, in accordance with all terms and conditions prescribed in this Agreement, provide to Customer and its Users the following services(“Services”) :
1. Hosting, managing, and operation of the Software and other services for remote/app access and use by the Customer and its Authorized Users as prescribed in any service order or any written agreements referencing or incorporating this Agreement and made part of this Agreement.
2. DNPL will ensure that the confidentiality and integrity of the Customer Data would be maintained by ensuring that appropriate safeguards, technical and organizational, security measures are in place.
3. DNPL will be responsible for the performance of its personnel, including its employees and contractors, and their compliance with DNPL Obligations under this agreement.

4. Subscription Activation and Restrictions

a. Unless otherwise provided in the applicable Order Form, or otherwise agreed between the Parties mutually in writing -
1. Purchased Services and access to Content are purchased as subscriptions for the term stated as per the subscription plan opted for in the applicable online purchasing portal, Please click Pricing in order to know further details regarding the subscription plans.;
2. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by DNPL regarding future functionality or features.
3. Customer hereby agrees not to: rent, lease, sell, sublicense, assign, distribute, transfer, publish, or otherwise make any material available to any third party, except as expressly permitted under this Agreement.
4. Customer hereby agrees not to use the Services in any manner or purpose that is unlawful under applicable Law.
5. Customer agrees that the usage would be limited to the Subscription usage limits as mentioned as part of the subscription plan.
b. Customer recognizes and agrees that Desk Nine Private Limited shall be at liberty to change the subscription module offerings at its discretion, such changes shall be applicable from the subsequent term. However, such changes would not affect the active plan offered to the Customer already subscribed, before change of pricing or functionality of subscription plan.
c. Subscription Term- The paid subscription plan shall begin once the Customer purchases the package and it would continue for a period of 1 year. The plan shall automatically renew unless the Customer terminates the subscription.

5. Customer Responsibilities and Obligations

a. Customer will-
1. be responsible for it’s Users’ compliance with this Agreement;
2. be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services;
3. use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify DNPL promptly of any such unauthorized access or use;
4. download the necessary documents before the expiry of the package opted for
b. Customer will not-
1. make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates;
2. sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Product;
3. use Service or Product for storing or transmitting malicious code;
4. attempt to gain unauthorized access to any Service or Product or its related systems or networks;
5. modify, copy, or create derivative work out of the content of the Product and Website;
6. reverse Engineer the Product or Services;
7. build a competitive product or service,
8. build a product or service using similar ideas, features, functions or graphics of the Service,;
9. copy any ideas, features, functions or graphics of the Service,
c. Without derogating from any other obligation of the Customer pursuant to this Agreement, the Customer undertakes to:
1. provide Melento with all necessary cooperation in relation to this Agreement and in order to render the Services; and
2. comply with all applicable laws and regulations with respect to its activities under this Agreement and its use of the Services; and
3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; and to the extent required, obtain and maintain all necessary consents, permissions, and licenses, and necessary for the Customer to perform its obligations under this Agreement, including, without limitation, for the transmission through the Services of any Customer Data.
4. Assess the risk as to the identity of the users signing and enforceability of transaction and to determine if its particular document, contract, or transaction complies with and/or is covered under IT Act, 2000, Indian Contract Act, 1872, The Sale of Goods Act, 1930 or any other laws, statutes, and regulations that are related to the Service Recipient's use of the service including, but not limited to, an electronic signature is a valid mechanism to sign its documents, contracts, or transactions, and the responsibility to provide its users with any disclosure or explanation required by law concerning the utilization of the service

6. Term and Termination

a. The Term of this Agreement shall commence on the date when the Customer first accepts it and shall continue till all subscriptions expire or are terminated;
b. The Term of each subscription shall be as mentioned in the Subscription opted for; except as otherwise mutually agreed the Subscription shall renew automatically, equalling the original Subscription Period.
c. Subscription Termination- DNPL reserves the right to terminate Customer’s access and use of the Product immediately at any time, for any reason and the Customer shall have no right to use the Product.
d. Survival Clause- The provisions of this Agreement relating to the protection and enforcement of DNPL’s proprietary rights, user representations and warranties, indemnification, limitation of liability, governing law, and miscellaneous provisions shall survive any such termination.
e. Default in payment. In case of default of any recurring payment, the Service Provider has the right to terminate Customer’s access to the Product.

7. Fees and Payment

a. The services offered through the app shall be on a prepaid basis, The customer can choose any package as it suits their requirement, options to add on certain services would be available which can be purchased separately. All the paid packages shall be on a monthly basis but will be billed annually to the Customer.
b. Fees during renewal Melento reserves the right to increase the fee for any renewal term.
c. Taxes The prices shall be exclusive of any applicable taxes and duties, and all such amounts shall be borne by the Customer.
d. For Refund Policy, Please refer to the Refund Policy .

8. Intellectual Property Rights

a. DNPL shall retain all rights, title, and interest, including without limitation all intellectual property rights, proprietary rights, including any improvements, updates, upgrades, or modifications thereof, and any work products thereof. This Agreement does not grant the Customer any rights to, or in, intellectual property rights, whether registered, or unregistered or any other rights in its technology, product, or documentation.
b. DNPL shall be the sole and exclusive owner of all rights in connection with any ideas, inventions, improvements, whether patentable or not, direct or indirect regarding the services whilst using the Product. The contents of this Section shall survive any termination or even expiration of this Agreement.
c. Customer grants to DNPL and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of DNPL’s or its Affiliates’ service;

9. Confidentiality

a. Confidential Information. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that:
1. derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or
2. the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.
b. Confidential Information includes, without limitation:
1. Non public information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
2. Third-party information that Service Recipient or Service Provider is obligated to keep confidential;
3. The material terms and conditions of this Agreement; and
4. any non-public information relating to any activities conducted hereunder.
c. Exclusions
1. Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.
d. Use of Confidential Information.
1. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.
e. Required Disclosures.
1. Receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party
2. Gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement),
3. Discloses only such information as is required by the governmental entity or otherwise required by law, and
4. Uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
f. Return of Information.
1. Except as set forth otherwise in the specific provisions concerning Service Recipient Data set forth above, if a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.
g. Survival.
1. The parties agree that this clause will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

10. Warranty and Disclaimer

DNPL warrants that during an applicable subscription term-
1. This Agreement, will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data,
2. DNPL will not materially decrease the overall security of the Services;
3. The Services will perform materially in accordance with the applicable Documentation, and for any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

11. Indemnification of DNPL

Customer agree to defend, indemnify and hold DNPL and its directors, officers, employees, contractors, agents, successors and assigns from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including lawyer fees, arising out of or resulting from the User’s access or use of the Product and related services, or out of the Customer’s breach of this Agreement or any other policy, or violation of any law, rules and regulations.

12. Limitation of Liability

In no event shall DNPL be liable to customer or any entity for any direct, indirect, special, consequential or exemplary damages arising out of or relating to the access or use of, or the inability to access or use, the Product or any service thereof, including but not limited to the inaccuracy, business interruption, corruption of data, loss of profits, even if DNPL is expressly of the possibility of such damages. DNPL’s total aggregate liability for the Product and related services for any reason whatsoever and upon any cause of action including without limitation, breach of contract, negligence, strict liability, misrepresentations, and other torts, is limited to the plan opted by the Customer.

13. Force Majeure

13.1 General A delay by any Party in the performance of its obligations under this Agreement shall not be deemed a default of this Agreement to the extent that such delay is attributable to a Force Majeure Event and could not have been prevented or minimized by the non-performing Party by means of the exercise of reasonable precautions or cannot reasonably be circumvented by the non-performing Party in a commercially reasonable manner. Notwithstanding the foregoing, Provider acknowledges and agrees that this Section shall not limit Provider’s obligation to initiate and provide timely and effective disaster recovery or business continuity for the Services described in this Agreement.
13.2 Right to terminate- In the event of a Force Majeure event preventing or hindering any party’s ability to perform for a period of 60 days and adversely affecting the other party, then in such an event, the other party may, in its discretion, choose to terminate the Agreement upon written notice.
13.3 Force Majeure Event This term shall mean a fire, flood, earthquake, terrorism, or similar act beyond the reasonable control of a Party. A strike, lockout, or any labor dispute by a Party’s employees shall be deemed to be within such Party’s reasonable control. In addition, if the Provider believes that an act of war, riot, civil disorder, or rebellion is likely, either Party can request that certain changes to the Services be proposed in light of such Force Majeure Event. Unless otherwise mutually agreed by the Parties.

14. Miscellaneous

This Agreement constitutes the entire agreement between DNPL and the Customer concerning the subject matter thereof, and supersedes any previous arrangement, understanding, or agreement between the parties, written or oral, relating to the subject matter hereof. No modification to this Agreement shall be effective unless agreed upon in writing and signed by both parties. This Agreement shall not confer any right on any third party or any person. Nothing in this Agreement is intended or shall be interpreted to create any partnership or joint venture between DNPL and the Customer or authorize either party to act as an agent for the other. The Customer shall not, without the prior written consent of DNPL, assign, transfer this Agreement, or any of its rights or obligations under this Agreement, and any unauthorized assignment shall be null and void. DNPL may, at any time, assign, transfer, or subcontract any of its rights or obligations under this Agreement.

15. Governing Law and Dispute Resolution

This agreement shall be governed by, interpreted, and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be amicably settled between the parties, failing which the Parties may approach the court of Law in Bangalore.

16. Contact Information

In case of any clarifications or feedback, kindly contact us at care@signdesk.com .

17. Support Services

DNPL is committed to providing its customers with the best Product and product support, Customers can always reach us at support@signdesk.com . The Customer support offered varies from product to product, kindly refer this link to opt a plan that fits your requirements. We will resolve the issues within a reasonable timeframe.

ANNEXURE I

LIST OF DOCUMENTS THAT CANNOT BE ELECTRONICALLY SIGNED

Sale Deed - Section 54 of the Transfer of Property Act, 1882 mandates that the transfer of immovable property above the value of One Hundred Rupees can be made only by a Registered Instrument.
Lease Deed - Section 107 of the Transfer of Property Act, 1882 mandates that the lease of immovable property from year to year or a term exceeding one year, can be made only by a registered instrument.
Gift Deed - Section 122 of the Transfer of Property Act, 1882 mandates that the Gift of Immovable Property can be made by a Registered Instrument, signed by or on behalf of the donor, and attested by two witnesses.
Transfer of Actionable Claim - Section 130 of the Transfer of Property Act, 1882 mandates that the Transfer of Actionable Claim shall only be by execution of an instrument in writing signed by the transferor or duly authorized agents.
Will - As per Section 63 of Indian Succession Act, 1925, a Will which is not Privileged Will needs to be in Writing, Signed, and attested by two witnesses or as defined in clause (h) of Section 2 of the Indian Succession Act, 1925 (39 of 1925), including any other testamentary disposition by whatever name called.
Trust - As per Section 5 of the Indian Trust Act,1882 needs to be in writing and Registered or as defined in Section 3 of the Indian Trust Act, 182 (2 of 182).
Negotiable Instrument - A negotiable instrument (other than a cheque) as defined in Section 13 of the Negotiable Instrument Act, 181 (26 of 181), or as per the different provisions of the Negotiable Instruments Act, Promissory Note, Bill of Exchange that need to be in Writing and Signed.
A power-of-attorney as defined in Section 1A of the Powers-of-Attorney Act, 182 (7 of 182).
Any contract for the sale or conveyance of immovable property or any interest in such property.