Introduction
These Terms of Use ("Terms" or "Agreement") govern the access to and use of the VIRSA AI-enabled engagement and nurture platform (the "Platform"), owned and operated by Kestone Global ("Company", "we", "us" or "our"), by any contracting enterprise client ("Client", "you" or "your").
Whether by executing a Master Service Agreement ("MSA"), Service Order, or otherwise accessing or using the Platform, the Client agrees to be bound by these Terms, along with the Privacy Policy and any other Policy that the Company may mandate, which are incorporated herein by reference.
If you do not agree with these Terms, you must not access or use the Platform.
The Company reserves the right to amend these Terms from time to time.
Client Eligibility; Representations
Corporate Eligibility: Only duly incorporated legal entities or organizations that are legally competent to contract under applicable law may subscribe to and use the Platform.
Authority: The Client represents and warrants that it has the full right, power, and authority to enter into this Agreement and to provide any data or information shared with the Platform.
Compliance Obligations: The Client agrees to comply with all applicable laws and regulations, ensure personal data has been lawfully collected and shared with appropriate consents, and use the latest supported version of the Platform as released by the Company.
Prohibited Uses
- Use the Platform in any unlawful manner.
- Attempt to reverse engineer, decompile, or otherwise extract source code from the Platform.
- Use the Platform to create competitive benchmarks without prior written consent.
- Upload or transmit malicious code or compromise the security of the Platform.
- Use, access, or disclose the Company's application programming interfaces (APIs) without express written authorization.
Data Usage and Confidentiality
All data, content, or information provided by the Client for execution of campaigns or other services ("Client Data") remains the sole property of the Client.
The Company shall use Client Data solely for executing the Client's campaigns, providing reporting and analytics back to the Client, and fulfilling contractual obligations under the applicable MSA or Service Order.
Client Data shall not be used for training artificial intelligence models unless expressly authorized in writing by the Client. Anonymized data derived solely from one Client shall not be used for AI model training unless the Client has provided express written consent.
Only anonymized and aggregated data drawn from multiple Clients may be used for AI training or Platform improvement.
The Company may derive insights from anonymized and aggregated data across multiple Clients to improve AI models, enhance the Platform, and develop industry-wide learnings. Such Aggregated Data shall never identify, reference, or attribute any specific Client or its customers.
Insights exclusively derived from a single Client's data may not be disclosed, published, or repurposed without that Client's prior written consent.
The Company may incorporate publicly available industry insights into its AI models and Platform enhancements. Such external insights shall not be validated solely on the basis of a single Client's engagement data.
The Company shall not use Client Data for competitive benchmarking, comparative market positioning, or rankings without the Client's express written authorization. The Company may generate generalized benchmarks that are fully anonymized and not attributable to any specific Client.
Except as expressly permitted herein, the Company shall maintain the confidentiality of all Client Data in accordance with applicable NDAs or MSAs. Aggregated Data shall not be considered confidential.
AI-Generated Recommendations
Recommendations generated by the Platform are based on aggregated industry-wide patterns and are provided on an advisory basis only.
The Company does not guarantee any specific commercial or financial results from such recommendations.
The Client remains solely responsible for its decisions and actions taken on the basis of such recommendations.
Intellectual Property
All rights, title, and interest in and to the Platform, including but not limited to software, algorithms, models, interfaces, and documentation, are owned by the Company and its licensors.
The Client retains all rights, title, and interest in and to the Client Data and campaign content.
Upon payment of requisite fee as spelt out in the MSA or Service Order, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the Client's internal business purposes during the term of this Agreement.
Fees and Payment Terms
Fees payable by the Client shall be as set forth in the applicable Service Order or MSA.
All payments shall be made in full without deduction or set off, and are exclusive of applicable taxes, which shall be borne by the Client. In case of delayed payment, the Company may suspend access to the Platform and charge interest at the rate specified in the MSA.
Account Access and Termination
The Company may suspend or terminate the Client's access to the Platform if the Client breaches these Terms, fails to make timely payment of fees, or uses the Platform in a manner that compromises its security or integrity.
The Client may terminate use of the Platform in accordance with the applicable MSA.
Upon termination, the Client's access rights shall immediately cease. The Company shall, at the Client's request, return or securely delete Client Data, except where retention is required by law.
Data Security and Retention
The Company shall implement industry-standard technical and organizational measures to safeguard Client Data from unauthorized access, disclosure, or misuse.
Client Data shall be retained only for the period necessary to fulfil contractual obligations or comply with legal requirements.
Disclaimers
The Platform and Services are provided on an "as is" and "as available" basis.
The Company makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.
The Company does not warrant that AI-generated recommendations will achieve any particular outcome for the Client.
Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, loss of goodwill, or loss of data, arising from the use of the Platform.
The Company's aggregate liability to the Client if any, whether arising in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Company under the relevant Service Order or MSA in the twelve (12) months preceding the event giving rise to liability.
Indemnity by Client
- The Client's breach of these Terms.
- The Client's misuse of the Platform.
- The Client's failure to comply with applicable laws or obtain necessary consents.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of India.
Any dispute arising out of or in connection with these Terms shall be referred exclusively to the courts in Delhi.
Amendments
The Company may amend these Terms from time to time by written notice or electronic communication to the Client. Continued use of the Platform following such notice shall constitute acceptance of the amended Terms.
These Terms, together with the Privacy Policy, or any other policy including but not limited to AI Training Policy, and the applicable Service Order or MSA as applicable, constitute the entire agreement between the Parties with respect to the use of the Platform and supersede all prior agreements, whether oral or written, relating thereto.