Last Updated: October 13, 2022
Thank you for visiting our Website. Together with the Privacy Policy, these Terms of Service are a contractual agreement between Sadhguru Audit & GRC Solutions Pvt. Ltd. and our users, so please read them carefully before accessing or using our Software. In consideration of the mutual promises contained in this Agreement, you and Sadhguru Audit & GRC Solutions Pvt. Ltd. agree as follows:
Sadhguru Audit & GRC Solutions Pvt. Ltd.'s mission is to transform software development by analyzing data across the stack to quantify the craft of development. Features and functionality are as described on our Website on the Subscription Date, as such features and functionality may change periodically. We operate our Service on our providers' hosting servers to enable Authorized Users to access and use our Service via the web. By using or accessing any part of our Service, you are representing that you have the capacity and authority to enter into this agreement and are consenting on behalf of yourself and/or as an authorized representative of your company, as applicable, to be bound by this agreement.
Sadhguru Audit & GRC Solutions Pvt. Ltd. distributes the Service online. You are solely responsible for providing, installing, and maintaining at your own expense all equipment, facilities, and services necessary to enable Authorized Users' access and use of the Service through the interface, including, without limitation, all computer hardware, software, and Internet access.
You are solely responsible for tracking and for ensuring the security and confidentiality of all user identifiers and passwords. Sadhguru Audit & GRC Solutions Pvt. Ltd. has no liability with respect to any use or misuse of such identifiers or passwords, and any use other than as provided in this Agreement will be considered a breach of this Agreement by you.
Sadhguru Audit & GRC Solutions Pvt. Ltd. has implemented commercially reasonable, industry-standard technical and organizational measures designed to secure your data from accidental loss and from unauthorized access, use, alteration, or disclosure. Each hosting provider for the Service has or will have similar contractual obligations to Sadhguru Audit & GRC Solutions Pvt. Ltd. Sadhguru Audit & GRC Solutions Pvt. Ltd. does not represent that it meets the standards for operational compliance or certification in any specific area, including any government or industry-association requirements (see Section 15.3).
You will use commercially reasonable efforts to ensure, through proper instructions and enforcement actions, that all access to and use of the Service by you or Authorized Users, or otherwise through your facilities, equipment, identifiers, or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, or this Agreement.
No provision of this Agreement includes the right to, and you will not, directly or indirectly:
In the event you violate any of the terms in this section, in addition to any other remedies available at law or in equity, Sadhguru Audit & GRC Solutions Pvt. Ltd. will have the right, in its discretion, to immediately suspend your and Authorized Users' use and access to the Service.
This Agreement will commence on the Subscription Date and, unless terminated early in accordance with Section 7, continue for the number of months or year(s) specified in the Subscription as measured from the Subscription Date (the "Initial Period").
If you are using a Paying Plan, this Agreement will automatically renew for successive renewal periods of the same duration as the Initial Period (each, a "Renewal Period") unless one party gives notice of termination or non-renewal. The Initial Period and all subsequent Renewal Periods are collectively the "Service Period."
If you are using the Service under a Free Plan, this Agreement will be deemed month-to-month and either party will be free to not renew or to terminate this Agreement immediately upon notice to the other.
Except for automatic increases to adjust for inflation pursuant to Section 6.1, Sadhguru Audit & GRC Solutions Pvt. Ltd. will notify you in advance, either through the Service or by email pursuant to Section 15.6, if Sadhguru Audit & GRC Solutions Pvt. Ltd. changes Fees that would apply to you in a Renewal Period. If you do not agree to these changes, you must give notice of your intent to not renew the Agreement for such Renewal Period and stop using the Service on or before the effective date of termination. If you fail to give notice of non-renewal, your payment information on file will be charged according to the new Fees thereafter.
If you terminate this Agreement early or if it's terminated early by Sadhguru Audit & GRC Solutions Pvt. Ltd. pursuant to Section 7, you will not be obligated to pay the Fees following the effective date of termination. In all other cases, and regardless of whether you and your Authorized Users access or use the Service at the levels reflected in the Subscription or otherwise, you are responsible for paying all Fees through expiration of the Service Period.
It is your responsibility to properly cancel your account with Sadhguru Audit & GRC Solutions Pvt. Ltd.. You can cancel your account at any time by going into your account settings.
Any and all rights granted to you with respect to the Service and Technology, and any and all rights granted to Sadhguru Audit & GRC Solutions Pvt. Ltd. with respect to your data except as written in Section 11.2, will terminate on the effective date of termination. You agree to return to Sadhguru Audit & GRC Solutions Pvt. Ltd. any and all Confidential Information of Sadhguru Audit & GRC Solutions Pvt. Ltd. in your possession or control. Sadhguru Audit & GRC Solutions Pvt. Ltd. will have no obligation to provide the Service to you or Authorized Users after the effective date of the termination. You will pay to Sadhguru Audit & GRC Solutions Pvt. Ltd. any amounts payable for your and Authorized User's use of the Service through the effective date of the termination, together with all other amounts in accordance with Section 6. This Section 7 and Sections 4, 6, and 10-15 will survive the expiration or earlier termination of this Agreement.
Sadhguru Audit & GRC Solutions Pvt. Ltd.'s only obligation with respect to any electronic information transmitted or received by you or Authorized Users in relation to use of the Service is to promptly delete or destroy any information that is stored in the Service database on the effective date of termination upon your request. You acknowledge that the duration of the retention of such information is determined by the terms of the applicable Free Plan or Paying Plan. In addition, you acknowledge that although information in the Service database will be deleted from its transaction servers, Sadhguru Audit & GRC Solutions Pvt. Ltd. may retain such information stored on automatic backup archiving systems during the period such backup or archived materials are retained under Sadhguru Audit & GRC Solutions Pvt. Ltd.'s customary procedures and policies. In addition, Sadhguru Audit & GRC Solutions Pvt. Ltd. may retain certain information as provided in Section 11.2.
Sadhguru Audit & GRC Solutions Pvt. Ltd. may terminate this Agreement immediately upon notice to you if you breach any provisions in the Agreement, in order to comply with applicable laws or regulations, or if you default in the timely payment of any amounts due under a Paying Plan.
Excluding scheduled maintenance windows, Sadhguru Audit & GRC Solutions Pvt. Ltd. will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each month during the term of this Agreement. The Service will be deemed "available" so long as Authorized Users are able to login to the Service interface and access data.
If you are under a Paying Plan, Sadhguru Audit & GRC Solutions Pvt. Ltd. will provide in-product and email support ("Support"). Although no response times are guaranteed, Sadhguru Audit & GRC Solutions Pvt. Ltd. will use commercially reasonable efforts to respond to such support requests within 48 hours. Sadhguru Audit & GRC Solutions Pvt. Ltd. may delegate the performance of certain portions of the Support to third parties, but will remain responsible to you for delivery. In the event any Support is not performed with reasonable skill, care, and diligence, Sadhguru Audit & GRC Solutions Pvt. Ltd. will re-perform the Support to the extent necessary to correct the defective performance, and you acknowledge that re-performance will be your sole and exclusive remedy for any defective performance.
Subject to this Agreement, Sadhguru Audit & GRC Solutions Pvt. Ltd. will make the Service available to you and Authorized Users during the Service Period, and Sadhguru Audit & GRC Solutions Pvt. Ltd. hereby grants to you, during the Service Period, a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Service through the interface and the Website, and to access and use Sadhguru Audit & GRC Solutions Pvt. Ltd.'s technical and operations documentation and Agents (as defined in Section 9) in support solely for your internal, business use.
You acknowledge that your and each Authorized User's access and use of the Service are subject to Sadhguru Audit & GRC Solutions Pvt. Ltd.'s Privacy Policy which is incorporated into this Agreement by reference. Sadhguru Audit & GRC Solutions Pvt. Ltd. may delegate the performance of certain portions of the Service to third parties, but will remain responsible to you for delivery. Sadhguru Audit & GRC Solutions Pvt. Ltd. may in its discretion modify, enhance, or otherwise change the Service.
Sadhguru Audit & GRC Solutions Pvt. Ltd. will make various application program interfaces (APIs), agents, libraries, and other materials available at the Website or through the Service at its discretion to support your access and use of the Service (collectively, "Agents"). You acknowledge and agree that:
You agree to review any electronic documentation that accompanies the Agents or is identified in a link provided to you to determine which portions of the Agents are open source and are licensed under open source license terms. To the extent any such license terms require that Sadhguru Audit & GRC Solutions Pvt. Ltd. provide you the rights to copy, modify, distribute, or otherwise use any open source software in the Agents that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable open source license terms will take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Further, you acknowledge and agree that all third-party content is governed by its respective terms and such terms are solely between you and the applicable licensor. You agree to comply with such third-party terms (including open source license terms), as applicable, and Sadhguru Audit & GRC Solutions Pvt. Ltd. has no liability with respect to third-party content under this Agreement.
As used in this Agreement, "Confidential Information" means any information that is proprietary or confidential to the Discloser (as defined below) or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business, or other nature. However, Confidential Information does not include any information that:
Each party reserves any and all right, title, and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement. The party that receives any Confidential Information (the "Recipient") of the other party (the "Discloser") will protect Confidential Information of the Discloser against any Unauthorized Use or disclosure to the same extent that the Recipient
You retain ownership, right, and responsibility to all text, software, audio, video, images, or other content that you and/or any Authorized User run on or through the Service (collectively "Customer Data"), subject only to the limited rights expressly granted in this Agreement and intellectual property rights. You are solely responsible, and Sadhguru Audit & GRC Solutions Pvt. Ltd. assumes no liability for the Customer Data that Authorized Users or other third parties post, send, or otherwise make available over or through the Service.
In order to provide and support the Service for your benefit, you hereby grant Sadhguru Audit & GRC Solutions Pvt. Ltd. a worldwide, non-exclusive, royalty-free license during the Service Period to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, and archive Customer Data. You agree that, so long as no Confidential Information is publicly disclosed, Sadhguru Audit & GRC Solutions Pvt. Ltd. may:
As used in this Agreement, "Technology" means any and all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, user manuals, documentation, products or other technology and materials of any kind, or any enhancement thereto, used by Sadhguru Audit & GRC Solutions Pvt. Ltd. in connection with the performance of the Service or the Support, or made available by Sadhguru Audit & GRC Solutions Pvt. Ltd. to you, any Authorized User, or any third party in connection with the Service or the Support. Without limiting the above, Technology includes the products, services, and technology made available through the Website, the Agents, the Service interface, and any Sadhguru Audit & GRC Solutions Pvt. Ltd. branded or co-branded websites (including sub-domains, widgets, and mobile versions). The Service and Technology constitute or otherwise involve valuable intellectual property rights of Sadhguru Audit & GRC Solutions Pvt. Ltd., and Sadhguru Audit & GRC Solutions Pvt. Ltd. will own all right, title, and interest in and to the above. No title to or ownership of the Service or Technology, or any intellectual property rights associated therewith, is transferred to you, any Authorized User, or any third party under this Agreement. Sections 8-9 describe the entirety of your limited rights to access and use the Service and Agents and to make the Service and Agents available to Authorized Users. Except with respect to certain of the Agents, in no event will you be entitled to access or review any object code or source code. Sadhguru Audit & GRC Solutions Pvt. Ltd. reserves all rights to the Service and Technology not otherwise expressly granted herein.
You understand and agree that we will not be liable to you or any third party for any damage, injury, or loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control. These limitations will not apply to damages arising out of a party's failure to comply with its confidentiality obligations, indemnification obligations, or payment obligations to Sadhguru Audit & GRC Solutions Pvt. Ltd.. Except for their respective indemnity and confidentiality obligations, in no event will either party, their affiliates, directors, employees, or licensors be liable to the other party or any authorized user for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the fees you paid to Sadhguru Audit & GRC Solutions Pvt. Ltd.. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the non-breaching party has been advised of the possibility of such damage. The above limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
This section states Sadhguru Audit & GRC Solutions Pvt. Ltd.'s entire liability and your exclusive remedies for intellectual property rights infringement. You hereby represent and warrant to Sadhguru Audit & GRC Solutions Pvt. Ltd. that you have the authority to enter into and perform this Agreement, and that performance of the Agreement's obligations and exercise of its rights do not and will not violate any applicable laws, regulations, or orders.
You hereby represent, warrant, and covenant that:
Sadhguru Audit & GRC Solutions Pvt. Ltd. hereby represents, warrants, and covenants to you, if under a Paying Plan, that:
You agree to defend, indemnify, and hold harmless Sadhguru Audit & GRC Solutions Pvt. Ltd. and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys' fees) arising out of or related to:
Sadhguru Audit & GRC Solutions Pvt. Ltd. agrees to defend, indemnify, and hold harmless you, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys' fees) arising out of or related to:
In addition, if the Service or Technology becomes
If you have any questions or concerns about these Terms of Service, please email us at md@sagsol.in.