Terms of usage

1. ‘KAPPA™ is our proprietary technology offered through the Platform, as a Software as a Service (“SaaS”) model that helps create, host and manage customer experiences. The outcome or product derived by using KAPPA™ is referred to herein as “Kappa Interactive Experience” or “Kappa Product”. “Customer” refers to those users who have been given a written and duly executed limited license by Hyperstate for use of KAPPA™ to create their own “Kappa Interactive Experience” / “Kappa Product”, which is referred to herein as “Customer Kappa Interactive Experience”. Customer Kappa Interactive Experience is hosted, stored and disseminated from the Platform to end – users inter alia by Customer. Such users of the Customer Kappa Interactive Experience are referred to herein as “End Users”, who are hereby given a limited license to access the Customer Kappa Interactive Experience, view it and interact or engage on it. End Users are not permitted to use KAPPA™ or develop their own Kappa Interactive Experiences but are only allowed to access the Customer Kappa Interactive Experience and view or engage on the same. 
   
   
2. We are providing this Platform, along with all features and specifications, for your use on “as is” and “as delivered” basis. Whilst we take best efforts to ensure that the Platform provides you with a unique experience, Hyperstate does not make or extend any representation, warranty or guarantee with respect to the Platform, its security or safety for accessing or usage and will not be responsible for any damages that may be suffered by user, including Customer or End Users, including loss of data, delays, non-deliveries or service interruptions, by any cause or due to acts of commission or omission by third parties. Usage of this Platform is solely at your discretion and at your risk and consequences. In addition to the above we will not be responsible for any “Force majeure event”. “Force Majeure” or “Force Majeure Event” means any act of god, fire, flood, insurrection, earthquake, pandemic, epidemic, or power failure, network failure, war, riot, explosion, any governmental action, embargo, strikes (whether legal or illegal), terrorist act, act of war, delays in obtaining licenses or rejection of applications under any applicable statutes, software glitches, viruses, hacking, denial of service or blocking of services or infrastructure including through ransomware attacks and any other form of external breach or intrusion into the computer, computer systems or computer network without the consent of and beyond the control of the owner of such computer, computer system or computer network, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within the control of the Company. 
   
   
3. We also disclaim any warranty of merchantability, profitability or fitness for any particular purpose including of our product KAPPA™ or of Kappa Interactive Experience or the outcome thereof being the Customer Kappa Interactive Experience. Customers avail of KAPPA ™  at their discretion and based on their evaluation of utility or usage. Similarly, any access by a user is solely at their discretion and we do not extend any representations or warranties with respect to the utility or propriety of the content shared by Customer through their Customer Kappa Interactive Experience. Hyperstate shall not be responsible for nor does it take any liability for any loss of profits or other damages to the Customer for any reason whatsoever. Customer shall indemnify and hold harmless Hyperstate, its directors, employees, representatives and assigns against any claims or actions (including litigation costs) with respect to the content created, developed and used by Customer in its Customer Kappa Interactive Experience. This indemnity shall extend to any form of claims with respect to Customer Kappa Interactive Experience including IPR infringements, inappropriate content or any other illegality or violation. 
   
   
4. We do not guarantee either speed or availability of end-to-end connections or ease of accessibility at all times to the Platform or Customer Kappa Interactive Experience. We will not bear any liability, costs or damages for any loss or harm caused due to such inaccessibility including for a Customer or an End User. We will not be liable to users (including Customers or End - Users) under any circumstances including for direct, indirect, special, incidental, indirect, punitive or consequential loss or damages (including but not limited to lost opportunities or profits). The maximum and total sum of liquidated damages under any head of claim by any user including Customer or End User shall be limited to USD $1 only (United States Dollar One Only) (“Liquidated Damages”). 
   
   
5. We will take best efforts to ensure accessibility and use of the Platform without interruptions and error - free transmissions. However, technology and / or connectivity being prone to glitches or faults, we cannot guarantee access or use of the Platform at all times. We may also undertake, without prior notice, at our discretion repairs, updations, modifications and maintenance of the Platform and our cloud service provider may also do the same periodically. Each of these instances may also result in suspension, inaccessibility or restricted access to the Platform and its offerings including KAPPA™. User agrees to the use of the Platform subject to these limitations and restrictions. 
   
   
6. You acknowledge and undertake that you are accessing the Platform and Kappa and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the Platform or Website. 
   
   
7. Hyperstate shall neither be liable nor responsible for any actions or inactions of Customers or other third parties who may host content on the Platform or collect data and Hyperstate will also not be responsible or liable for any breach of conditions, representations or warranties by any third parties on the Platform. Hyperstate hereby expressly disclaims any and all responsibility and liability in that regard and users are directed to use the Platform including the Website and Kappa subject to this limitation. 
   
   
8. We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of any content forming part of a Customer Kappa Interactive Experience and such or other content hosted by third parties on the Platform.
   
   
9. Hyperstate does not implicitly or explicitly support or endorse any of the contents on the Customer Accounts or Customer Kappa Interactive Experience nor does it support, endorse or facilitate collection of any data or information by Customer within the Customer Accounts. The only access we have to Customer Accounts is for billing purposes and you may proceed to use this Platform, Kappa or Kappa Interactive Experience including Customer Kappa Interactive Experience upon consenting to the collection of data, information and such or other details, as is needed by Company for its billing, marketing, training, research, business, compliances including Government compliances and such or other purposes that the Company requires user data or information, as it deems fit. If you do not wish for your data or information to be collected by Company including through automated means you are requested to not access or use the Platform, Kappa or the customer Kappa Interactive Experience.

1. All intellectual property rights (“IPR”) in and to the Platform and its components, particularly KAPPA™, Kappa Interactive Experience, Customer Kappa Interactive Experience, and the Hyperstate Software that is used to create, run and make functional the Platform and its components including KAPPA™ are all owned by Hyperstate. "Intellectual Property Rights" means any Berne Convention copyrights as well as all computer code or scripts, whether compiled or not in any computer language or program, patents, utility models, Trade Marks, trade names, domain names, rights in get-up, inventions, all rights in computer software and data, databases, confidential information, trade secrets and know-how, design rights (whether registered or unregistered) and semi-conductor topographies and all intangible rights, privileges and forms of protection of a nature or having a similar effect to any of the above which may subsist in the world.
   
   
2. “Hyperstate IPR” means and includes the Platform, Software, the software tools of the Company, the design, format, flow of the Platform and KAPPA™, the format, functioning and structure of Kappa and / or the Platform, which has been designed for enhancing the Kappa Interactive Experience and such or other Software, its derivatives, feature, content, script, data or information forming part of the Kappa SaaS and / or the Platform, created and developed by or for Hyperstate and such or other modifications, additions, improvements and amendments made thereto by the Company to the Kappa SaaS and / or the Platform and all IPR forming part thereof including the copyright, patent, Trademark and such or other codified and / or registered rights and non – codified, unregistered rights including the trade secrets that form part of the Kappa SaaS and / or the Platform and the creation of the Kappa Interactive Experience and shall mean and include the Customer Kappa Interactive Experience created using the Kappa SaaS and the anonymized End – User data collected by Company. “Third – Party IPR” means the IPR of third parties, and refers to third – party IPR that may be used in the development of Hyperstate IPR or by Customer for creating Customer Kappa Interactive Experience, as applicable. No user, including a Customer or End User, shall do any act, deed or thing or omit to do any act, deed or thing, in order to or that would affect our proprietary rights to Hyperstate IPR or that infringes Third – Party IPR. 
   
   
3. User shall not infringe or violate Hyperstate IPR directly or indirectly including through its employees, representatives, contractors or End - Users or persons gaining access to the KAPPA™ and / or the Customer Kappa Interactive Experience through the Customer. All aspects of the Hyperstate IPR including the Kappa SaaS, its structure, architecture, format, design, content, Software, code, materials provided by Hyperstate for Use of KAPPA™ or such or other IPR forming part of the Platform belongs to Hyperstate and user shall not infringe, copy, reproduce, disseminate or disabuse, in any manner whatsoever, such IPR of Hyperstate either by misusing access provided by Hyperstate or through illegal means including hacking or circumvention tools. 

1. Subject to your compliance with the terms and conditions of usage of the Platform including where applicable payment of the requisite license fees, Hyperstate hereby grants to you a limited, non-exclusive, non-transferable, license (without the right to sublicense) to access the Platform and content hosted therein including the Customer Kappa Interactive Experience/s, for personal purposes being the limited purpose of accessing, viewing and using the Customer Kappa Interactive Experience for interaction (except for Customers, who, subject to affirmation of the license terms comprised ON OUR PRICING TERMS and upon payment of license fees and submission of a fully functional payment system for auto - charge, Company grants to Customer a non-exclusive, limited, non-transferable, revocable, license (without the right to sublicense), during the Term, for using Kappa for the limited and sole purpose of creating Customer Kappa Interactive Experience/s and to the Customer Kappa Interactive Experience and for storing and hosting the same on the Platform and for disseminating the said Customer Kappa Interactive Experience from the Company’s Platform to End Users, subject to the terms and conditions contained in this Agreement and the Customer performing all its obligations hereunder, including with respect to payment of License Fees without default; protection of the Hyperstate IPR; compliance with applicable laws in the creation of the Customer Kappa Interactive Experience and subject to the terms more fully set out in our Pricing Terms. You shall not download, modify or reproduce any part of the Platform including the Hyperstate IPR. 
   
   
2. This limited license to user (including Customer), does not extend to any rights for resale of any part of the Platform contents or derivatives thereof which includes the Customer Kappa Interactive Experience or reproducing, copying, sharing or disseminating the same. 
   
   
3. Customer Kappa Interactive Experience shall only be hosted on our Platform for sharing with its End – User and proprietary rights (except to the content created and hosted within KAPPA™ by Customer) remains with us. The limited license granted herein is only to the extent of hosting and sharing the Customer Kappa Interactive Experience.  User shall not migrate, copy, download or transmit in any manner the Customer Kappa Interactive Experience out of Hyperstate Platform. Any such attempt, act deed or omission resulting in infringement, including any downloading or copying of any aspect of the Platform for the benefit of user or a third - party; or any use of data mining, robots, or similar data gathering and extraction tools to gain access to the Hyperstate IPR or any part thereof shall amount to an infringement of the proprietary rights of Hyperstate and are all illegal and punishable acts under Indian laws.
   
   
4. User shall not (a) decompose, disassemble, decode, or otherwise reverse engineer any Software, Source or object code, program, code, or technology installed or delivered on or through the Platform, being part of Hyperstate IPR or any portion thereof, including through the access provided for using or creating their Customer Kappa Interactive Experience; (b) transmit or allow to be transmitted any such materials to any third party except for sharing of the link to the final completed Customer Kappa Interactive Experience for viewing and Engagement by End - Users; (c) sublicense or allow use of any Hyperstate IPR or use of any services to any third party; (d) use any part of the Hyperstate IPR in any way not intended or expressly provided for by or under this Agreement. 
   
   
5. This Platform including the Website or any portion of this Website (including but not limited to any copyrighted material, trademarks, or other proprietary information) shall not be reproduced, duplicated, copied, sold, resold, visited, distributed or otherwise exploited for any commercial purpose without express written consent of Hyperstate and / or its affiliates, as may be applicable.
   
   
6. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Hyperstate and its affiliates. You may not use any meta tags or any other "hidden text" utilising Hyperstate's or its affiliates' names or trademarks without the express written consent of Hyperstate and / or its affiliates, as applicable. Any unauthorised use terminates the permission or license granted by Hyperstate herein. 
   
   
7. You will not say or do any act, deed or thing to portray Hyperstate or its products including KAPPA™ in a false, misleading, derogatory, or otherwise offensive matter. Any such action will lead to an actionable claim against you.  You may not use any Hyperstate, name, logo or other proprietary graphic or trademark in any manner whatsoever, without express written consent of Hyperstate and / or its affiliates, as may be applicable.

You will pay the license fees, as applicable and as set out AS PER THE PRICING TERMS for use of KAPPA™. Users (other than Customers) will not be billed for the grant of limited license to access, view and engage on the Platform of any Kappa Interactive Experience, unless otherwise specifically provided. All engagements of End Users on Customer Kappa Interactive Experience shall be billed in the manner and as set out AS PER THE PRICING PAGE.

1. Customers will be provided with their accounts through which they may use KAPPA™ for creating their own Customer Kappa Interactive Experience and hosting or storing the same on the Platform and disseminating the same to End Users, during the Term and subject to the terms and conditions contained herein including for payment of License Fees (“Customer Account”).
   
   
2. Access to Customer Accounts shall be given on the Platform through a one – time password verification process through email id provided by Customer and only to Named Users of Customer. “Named User/s” are employees or contractors of Customer, whose names are submitted in writing for approval and who are solely permitted to access and use of Customer Account for developing, storing and sharing the Customer Kappa Interactive Experience. Only Named Users of Customer can access Customer Account. Click on the link for submission and approval of Named User.
   
   
3. Hyperstate will allot a Customer Account on the Platform through an email (customer to ensure that correct and verifiable email ids of Customer are provided) and one time password (“OTP”) verified process or through third party authenticators. Customer will be entitled to use the access through Named Users Click on the link for submission and approval of User for creating, developing, hosting, storing and disseminating the Customer Kappa Interactive Experience.
   
   
4. Customer shall not permit its Named Users, End Users or any third party to: (i) use the Hyperstate IPR except to the extent permitted herein; (ii) modify or create any derivative work of any part of the Hyperstate IPR; (iii) permit any third parties to use the Hyperstate IPR other than contractors with a Licensee-specific business need and where written consent has been given by the Company; or (iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any part of the Hyperstate IPR, in any manner whatsoever.
   
   
5. Customer may create their Customer Kappa Interactive Experience using their own IPR including their name, logo and comprising other IPR owned by them. “Customer IPR” means the Customer’s name, logo, other copyright protected content, trademark, including trade name and trade dress, script, creative content, visuals and such or other proprietary content, utilized in or for creation of the Customer’s Kappa Interactive Experience using Hyperstate’s KAPPA™ and also the End User database collected, generated stored, processed by Customer or submitted by the End-user to Customer. Customer IPR shall not however extend to the anonymized End User data collected by Company and derivative works therefrom, which shall belong solely and unequivocally to Company. Customer shall own all proprietary rights to Customer IPR. 
   
   
6. Customer hereby gives to Hyperstate a limited, non-exclusive, worldwide, royalty-free, non - revocable license in perpetuity (without the right to sub-license), to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make and use the Customer IPR, including to the name, description or their logo/mark in any of Company’s Client lists and testimonials, solely for the purpose of identifying Customer, as a Client of Company and to the End User databases (personal and non – personal, subject to End User Consent and compliance by Customer of applicable laws), Customer IPR comprised in or used for creating the Customer Kappa Interactive Experience and derivative works of Customer Kappa Interactive Experience comprising Customer IPR (which is limited to creation of extracts of the Customer Kappa Interactive Experience) and the End User database and data comprised including for but not limited to marketing purposes or for training artificial intelligence systems or improving performance of such existing systems. Nothing in this paragraph conveys any proprietary right, title or ownership interest in Customer IPR to Company but Company is being given a limited license in perpetuity for the purposes set out above. This right shall survive expiry or termination of the Agreement.
   
   
7. Customer giving access to End Users for viewing and engaging on Customer Kappa Interactive Experience through links or other mechanisms is only for the limited purpose of such engagement and does not give any right to End Users to access or use of KAPPA™. Company shall be entitled to the End User access and engagement data for the purpose of billing. Customer hereby irrevocably authorizes Company to auto-charge their payment instrument furnished by Customer to Company for the grant of the limited license herein above i.e., to the use of KAPPA™ and for the End – User Engagements on the Customer Kappa Interactive Experience. Customer shall ensure that Company is informed in case of changes to the payment system and provide an active payment mechanism to ensure auto – charge by Company. Customer has and hereby affirms the authorization for completing such auto – charge. Any failure to ensure providing an active payment system may result in termination of this and any other license agreement executed by and between the Company and Customer. Unless otherwise agreed in writing, in case of defaults in payment, this Agreement shall stand automatically suspended, Customer’s Account shall forthwith cease to function and access to Customer to their account will be blocked and if Customer fails to clear payments within thirty (30) days of default and to provide an active payment system to enable auto charge, this Agreement shall stand automatically terminated and the contents and data in the Customer Account including the Customer Kappa Interactive Experience and End – User data, shall be deleted. This will not affect the rights of Company to recover the pending dues from Customer or to retain the licensed copy of the Customer Kappa Interactive Experience for their purposes as set out herein.
   
   
8. Customer and its Named Users shall access KAPPA™ only on the Platform and use it only for legal purposes and for generating and hosting the Customer Kappa Interactive Experience. The Customer Kappa Interactive Experience shall at all points of time only rest on the Platform. Any attempt to migrate the Customer Kappa Interactive Experience to any other platform or website or other medium would amount to an infringement of the rights of Hyperstate. Customer shall comply with the terms of License that may be granted by Company and also of the Privacy Policy and the terms of usage of third – party service providers such as the cloud service provider on which the Platform rests. These terms shall prevail unless otherwise agreed in writing. In case of any inconsistency between the terms contained herein and Privacy Policy, the latter shall prevail to the limited extent of its application to the personal data of users.
   
   
9. Customer Account shall be used only for lawful purposes and neither the Customer Kappa Interactive Experience nor the collection, use, retention, transferring or utilisation in any manner of the End User data within such Customer Account shall in any manner violate any applicable laws, rules or regulations. 
   
   
10. Customer shall be solely responsible and liable for the content created, hosted, stored, shared and disseminated through the Platform. Customer shall ensure compliance with Indian and other applicable laws including with respect to IPR and End User personal / non – personal data. Customer shall ensure that no applicable law, regulation or rules including those pertaining to IPR, privacy, decency, or national security are violated or infringed either by the Customer or its Named Users or its End –users, where Customer permits End – Users to submit or contribute content within its Customer Kappa Interactive Experience. In particular, grant of the license herein to the Customer is strictly subject to compliance by the Customer of the following i.e., that the Customer, its Named Users or End-Users shall not use the Platform or Kappa Interactive Experience to create, host, display, upload, modify, publish, transmit, disseminate, store, update or share any information or content that:
    
    
    1. belongs to another person and to which the Licensee does not have any right; 
    2. is defamatory, obscene, pornographic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force in India and such or other territories in which the Customer is disseminating the content created by it using Kappa i.e., its Customer Kappa Interactive Experience; 
    3. is harmful to child; 

    4. infringes any IPR including any patent, trademark, copyright or other proprietary rights or such or other Third Party IPR; 
    5. violates any law for the time being in force in India or in any territory that the Customer is disseminating the Customer Kappa Interactive Experience;
    6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact or that which amounts to fake news or information with intent to deceive or mislead;
    7. impersonates another person;
    8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation; 

    9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; 

    10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
    11. violates any personal data protection laws or legal frameworks including the personal data protection provisions under the Indian Information Technology Act, 2000 (as amended) (“IT Act”) and such or other applicable laws, based on the End-User data that is being collected by Customer.
        
        
11. Customer may opt for the “self-serve” model of using Kappa for creating their Customer Kappa Interactive Experience wherein Customer will have sole access to and control over its Customer Account (“Self – Serve Customer Account”) or opt for a “managed account” from Company. “Managed Customer Accounts” are those wherein Customer may engage the Company and / or its affiliates for managing its Customer Account including for creation of the Customer Kappa Interactive Experience and / or for collection or processing of End – User data. Each such service provider, as well as the Customer shall be responsible for complying with the terms mandated for Customer herein and shall ensure that no law, rule or regulation is violated in the process of creation, retention or distribution of the Customer Kappa Interactive Experience and / or in the collection, retention, use, sharing or dissemination of the personal data of End Users. Personal data herein will include sensitive or critical personal data also.
    
    
12. Company shall not be liable for any claim or damages, direct, indirect including for alleged loss of profit, consequential or such or other heads of claims of any nature whatsoever from any user including Customer or End Users and is offering access to the Platform and Kappa on “as is” basis. Company is not liable or responsible for gains for Customer through use of Kappa or profits and makes no representations with respect to Kappa or the purpose or outcomes from use thereof. Failure to perform due to unforeseen circumstances including a Force Majeure Event or due to causes beyond the Company’s control, will not make Company liable in any manner whatsoever including for any loss, harm or damage that may be caused to the Customer or its End Users or any other user of the Platform. In no event shall the Company be liable for any loss, harm or damage to the Customer Kappa Interactive Experience or contents on its accounts due to a Force Majeure Event or any other event beyond its control.

1. Company has no obligations towards Customer’s End-Users or to any third parties including but not limited to Customer's vendors, contractors, or any user who may gain access to either the Platform, Kappa or the Customer Kappa Interactive Experience hosted on the Platform. Company extends no representations, warranties or guarantees and is extending access to the Platform and Customer Account on the Platform to End – Users and other third parties solely on “as – is” basis. 
   
   
2. It is solely the Customer’s responsibility and liability to ensure that no part of its Customer Account violates any Indian or other applicable law, rule or regulation. This liability will remain that of Customer for all forms of Customer Accounts including Managed Customer Accounts. Customer hereby indemnifies and holds harmless the Company, its directors, executives, employees, representatives and assigns from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with  Customer Accounts Customer's Kappa Interactive Experience or contents therein including with respect to any objectionable content that may be hosted therein and / or with respect to the End-User data, including but not limited to the contents in the Customer’s Kappa Interactive Experience violating End User rights and / or of the Customer’s handling of the End-User data including in relation to End Users’ data, its collection, use, retention, processing, sharing or deletion or for any breach of this Agreement by Customer and shall bear all costs (including litigation costs), expenses, awards, decrees and decisions arising out of any third party claims with respect to Customer Accounts. 
   
   
3. Customer shall ensure that its Customer Account does not circumvent acceptance by End User of the terms of the Privacy Policy. Customer shall ensure strict adherence to the Privacy Policy and shall adapt the same and include such further and other provisions in compliance with applicable laws for protecting the personal and non – personal data of the End – Users. Protection of such personal data and non – personal data collated by the Customer shall be the responsibility solely of the Customer and no part of the responsibility or liability shall devolve on the Company, its directors, agents, representatives or assigns. Customer may share the End User data with Company subject to consent from End Users and Customer shall be solely responsible for obtainin`g such consent. Use by Company of such End User data shall be coterminous with the rights of Customer. Termination of the Customer Agreement shall not amount to termination of rights of Company for using or processing the End user data furnished to it by Customer but the same will be contingent on the rights granted thereto by End User. 
   
4. Company does not collect any identifiable personal data of End Users, save and except to the extent more fully set out in the Privacy Policy of the Company. It only collects, uses, processes and disseminates the anonymized or de-identified data, in the manner and to the extent as more fully set out in the Privacy Policy. By using this Platform, End Users are deemed to have accepted and acknowledged the terms and conditions for usage set out herein and also in the Privacy Policy.  

1. You agree, understand and acknowledge that the Platform provides an opportunity for Customer to open Customer Accounts on the Platform and using KAPPA™ create their own content within their Customer Accounts. Hyperstate is only providing the Platform and the KAPPA™ software to enable or facilitate creation of Customer Kappa Interactive Experiences. Neither Hyperstate nor its directors, employees, representatives or assign shall be responsible for any content residing in the Platform or disseminated to Users including End Users. You further agree and acknowledge that Hyperstate is only a facilitator and is not and cannot be a party to or control in any manner any content, actions or transactions on or within the Customer Account. You will therefore not raise any claims against Hyperstate for any loss, harm or damage due to access given to you of any Customer Account or any content hosted therein.  
   
   
2. EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN HEREINABOVE, COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE KAPPA™, THE PLATFORM, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.  EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN ANY SO, THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS.
   
   
3. Company bears no liability to Users including Customers, End Users or any other User of this Platform or the Website and Kappa forming part thereof. Company will not be liable for any claim of User for any reason whatsoever, for costs, damages or special, incidental, direct, indirect, punitive or consequential damages (including but not limited to lost opportunities or profits) and the sole and maximum liability of Company under any head of claim shall remain limited to a maximum of the Liquidated Damages of USD $1.
   
   
4. User’s sole and exclusive remedies for any damages or loss in any way connected with the Platform or Kappa or Services of the Company, including for Managed Customer Accounts, on any ground including inability to access for protracted periods of time or due to a Force Majeure Event or Company’s negligence or breach of any other duty including by third parties, shall be limited to the Liquidated Damages set out above and / or for suspension of its accounts or termination as set out herein.

1. User may report or submit a complaint to Company through its Grievance officer (https://kappax.io/legal/grievance-office) about IPR infringement of user’s content or of any content including in any Customer Kappa Interactive Experience contains any objectionable or illegal content. “Objectionable Content” means and includes content which is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses. 
   
   
2. Upon receipt of complaint in writing, Company will take best efforts to seek responses from Customer and for remedial action from Customer, as Company does not have access to and / or control over the Customer Kappa Interactive Experience or usage policies of End User data. If Customer fails to initiate remedial action within fifteen (15) days of receipt of User complaint then User and Company shall have the right but not the obligation to initiate legal proceedings against Customer for redress. Under no circumstances however will Company be liable or responsible for the breaches or violations by the Customer or any objectionable content on the Customer Kappa Interactive Experience or any violations with respect to End User data. All of these are claims or actions that a User or End User shall raise ONLY against the Customer. User agrees and confirms that continued usage of the Platform, KAPPA™ and / or access to the Kappa Interactive Experience or Customer Kappa Interactive Experience is deemed acceptance of this limitation of liability.  
   
   
3. Notwithstanding the above, in the event that a User complaint or a Government notice or court order is received by Company about any Objectionable Content in a Customer Account and seeking action therein, the Company shall have the right to forthwith suspend the account and block access to the Customer Account and the content hosted therein including the Customer Kappa Interactive Experience, End User data and such or other content for a period of fifteen (15) days from date of receipt of the complaint, notice or order, as above and if the Customer does not produce a court order for vacating the suspension within the said time the Company shall be entitled to terminate the Customer Account and delete the content therein including Customer Kappa Interactive Experience and / or End User data. Customer shall not raise any claim against the Company, its directors, employees, representatives or assigns for any such action taken pursuant to a written complaint, including on grounds of loss including of opportunity or profits or of prejudice or harm or on the basis of the legality or validity of action pursuant to a user complaint or of a Government notice or court order. Customer affirms unequivocally and irreversibly that Company shall have this right to suspend and terminate.  

1. Company is the absolute owner of the Hyperstate IPR (except for the licensed Third Party IPR that may form part of the Kappa Interactive Experiences and all proprietary, derivative and other rights to the Hyperstate IPR vests solely with the Company and Company only grants a limited license and access to the user. 
   
   
2. Customer shall have exclusive proprietary rights to Customer IPR and Company will not raise any claims to the contrary against Customer. Customer has granted the irrevocable license in perpetuity, as above to Company and this shall subsist and continue beyond the termination of this Agreement. 

1. User shall be solely responsible and liable for protecting the security of their accounts including Customer Accounts. User shall ensure protection of the account, its contents, password and adherence to access restrictions, if any. You agree to accept responsibility for all activities that occur within your account including use or misuse of your password. User should take all steps to protect passwords and keep them confidential and secure and in the event of any breach or violation of the security of their accounts, user shall inform us immediately of such breach or unauthorized access. Any monetary liability accruing due to such unauthorized access shall be borne entirely by User. 
   
   
2. User to provide correct and complete information to us. Liability for any false, incorrect or misleading information provided shall be solely that of User. User to access and use the Platform or kappa only for legal purposes. Hyperstate reserves the right to refuse access to the Platform, website, Customer Accounts, terminate accounts, remove or edit content at any time without notice to you, in the event of breach or violation of any terms contained herein, in the Privacy Policy, the forms and notices acknowledged herein including terms for use of Kappa and such or other notices and requirements for granting access to the Platform and contents therein.

1. You will maintain the confidentiality and proprietary integrity of Hyperstate in and to all content on the Platform and you will not divulge any information or data disclosed to you specifically addressed as confidential. 
   
   
2. Hyperstate may disclose information of user  information gathered or residing in its Platform in the event that a Government notice or Court order is issued for sharing of such information. Content already in public domain and that which came to the knowledge of the Company independent of submissions by users shall not be deemed to be confidential information and Company may share or use such information as it deems fit. 

1. Hyperstate and users are bound by the terms of the Privacy Policy on our Platform at https://kappax.io/legal/privacy-policy and the terms contained therein shall be read as part and parcel of this Agreement. Kindly go through and affirm the same before proceedings to use the Platform or its components including the Website, KAPPA™, Kappa Interactive Experience or Customer Kappa Interactive Experience. 
   
   
2. If you object to your information being transferred or used, please do not use the website. 
   
   
3. Company collects data, including anonymized or de-identified data, as more fully set out in the Privacy Policy, User affirms having verified the types of data being collected by Company and hereby gives consent to the collection, retention, use, processing, sharing and dissemination thereof. 
   
   
4. Company takes all reasonable security measures to protect the content and data including personal information or data provided to you to Customer and residing on the Platform. However, Company shall not be liable for any reason whatsoever to any loss, harm or damage caused to your data including personal data. User, Customer and End Users are directed to not use the Platform or website if they have any objection to the above limitation of liability. 

1. User shall not do any act deed or thing or cause to be done or omit to do something to the Platform that causes, or is likely to cause any interruption, damage or impairment in any way that harms or damages the Platform or Kappa. User shall not commit any illegal acts either on the Platform or against it and shall use it only for legal purposes. 
   
   
2. User shall not use the Platform or Kappa for any of the following:
   1. for fraudulent purposes, or in connection with a criminal offense or other unlawful activity;
   2. to send, use or reuse any material that does not belong to you; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam
   3. to cause annoyance, inconvenience or needless anxiety;

1. You may NOT incorporate any portion of the Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Software or otherwise assign any rights to the Software in whole or in part. 
   
   
2. You may not use the Software for any illegal purpose. We may cease providing any Software and we may terminate your right to use any Software at any time, in case of breach of these terms. Your rights to use the Software will automatically terminate without notice from us if you fail to comply with any of these Software Terms, the Conditions of Use or any other Terms. Additional third party terms contained within or distributed with certain Hyperstate Software (or software incorporated with the Hyperstate Software) will be binding on you and shall be enforceable against you. 
   
   
3. All software used by Hyperstate including the Software for developing and hosting the Platform, Kappa, Kappa Interactive Experience and such or other components of the Platform (except third party software contained therein) is the property of Hyperstate and protected by laws of India including but not limited to any other applicable copyright laws.
   
   
4. You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Software, whether in whole or in part, or create any derivative works from or of the Software.
   
   
5. In order to keep the Software up-to-date, we may offer automatic or manual updates at any time and without notice to you. There is no obligation for Company to undertake such updates. 

1. You shall indemnify and hold harmless Hyperstate, its subsidiaries, affiliates and their respective officers, directors, employees, agents and assigns from any claim or demand, or actions (including reasonable attorney's fees), made by any third party or penalty imposed due to or arising out of your breach of these Conditions of Use or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.
   
   
2. Customer shall indemnify and hold harmless Hyperstate, its subsidiaries, affiliates and their respective officers, directors, employees, agents and assigns from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's Kappa Interactive Experience and / or with respect to the End-User data, including but not limited to the contents in the Customer’s Kappa Interactive Experience and / or of the Customer’s handling of the End-User data or for any breach of this Agreement by Customer.
   
   
3. You hereby expressly release Hyperstate and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence arising out of the actions/inactions of any third parties including Customers, other Users or End Users including with respect to the content or objectionable aspects thereof or on data collection and specifically waiver any claims or demands that you may have in this behalf against Company, under any statute, contract or otherwise.
   
   
4. This provision shall survive termination of this Agreement.

1. User, including Customer and End Users may exercise the license granted herein, unless and until their accounts are terminated at Will by Company without prior written notice (except for Customers) or for breach of terms contained herein or through automatic cessation such as suspension or termination of a Customer Account. No user shall have any claims against Company for termination of their access or use on any grounds whatsoever. 
   
   
2. Customer Account may be terminated at Will by Company without prior notice for breach of the terms of this Agreement or for violation of extant laws, rules and regulations by the Customer. Receipt of any notice for takedown from a user (for the limited grounds permitted under Indian laws) Government authority or through a Court order of all or any part of a Customer Kappa Interactive Experience or contents residing in a Customer Account shall result in immediate suspension of a Customer Account and if the Customer fails to produce an order of Court for setting aside a takedown notice within fifteen (15) days, notwithstanding anything else contained herein or in any license agreement with Customer, the Customer Account shall be terminated and all contents residing therein shall be deleted. Customer shall not raise any claims for loss, harm or damages or compensation for such deletion. Cessation of License for use of KAPPA™ to Customer shall result in automatic termination of and closure of the Customer Account.
   
   
3. Auto-renewal through payment of the License Fees from payment systems provided to Company will amount to continuation of this Agreement and Customer shall continue to be bound by the terms, conditions and undertakings contained herein.
   
   
4. License for use of KAPPA™ may be terminated by WILL by either party serving written notice on the other to the address explicitly agreed to or upon failure to cure a breach of the terms of the Agreement including for defaults in payments, creation or circulation of objectionable content, violation by Customer of any extant laws, rules or regulations and such or other grounds, as set out in this Agreement. 
   
   
5. Defaults in payments by Customer will result in immediate suspension and in the event of failure to cure such default within timelines agreed to herein or in writing otherwise shall result in termination of this Agreement. 
   
   
6. All rights of Customer will cease upon suspension and / or termination including access to Customer Account, the contents therein including to the Customer Kappa Interactive Experience, End User data therein and such or other data or information residing therein. Upon termination of this Agreement, the Customer shall forthwith cease and desist from using Kappa and the Platform and the entire Customer Account and contents therein shall be terminated. The Customer Account on the Kappa and Platform shall stand terminated and Customer shall not be allowed to access the same or any content or data residing therein. The Customer Kappa Interactive Experience including all completed and pending, live, completed, archived Customer Kappa Interactive Experience, End-User data and such or other information and data residing in the Customer Account, and other content therein and the Customer Account itself shall be deleted from Kappa and / or the Platform, as applicable. Company may, at their discretion retain in their archives a copy of the Customer Kappa Interactive Experience for the sole purpose of the license granted herein. Licensee does not have any claims, right or title to the Customer Kappa Interactive Experience except to the limited license granted herein for usage and after termination of this Agreement the same shall also cease. Any permissions or license to use or reproduce the Customer Kappa Interactive Experience after termination of this Agreement shall be solely on the basis of agreement in writing that the Parties may enter into on mutually agreed terms. Customer shall not migrate and will not claim such right to migrate, any of the contents of the Customer Account to any other platform and in particular the Customer Kappa Interactive Experience. Customer shall delete all copies of Customer Kappa Interactive Experience in any medium whatsoever including as a soft copy or printouts therefrom. Customer understands and acknowledges that the Customer Kappa Interactive Experience may be accessed only through the Company Platform and upon termination of this Agreement, such right of access or use stands unequivocally terminated. Only the Company’s right to continued use of Customer Kappa Interactive Experience for its marketing and other purposes covered under the license shall subsist. 
   
   
7. In the event Company decides to, at its sole discretion terminate this Platform or offerings therein including Kappa, it may do so without prior notice, unless otherwise explicitly agreed to by and between the Company and Customer. No user, including Customer shall have any rights, claims or entitlements against Company for such cessation, on any grounds whatsoever, including for loss of business opportunities or profits. No user including a Customer shall have any right to claim losses, damages or compensation from Company for cessation either of the Platform or its offerings including Kappa on its platform.   
   
   
8. Upon termination, all rights including the license to Customer or other user shall stand automatically terminated. Company’s right to recovery of pending payments, indemnity, perpetual licenses, governing law and choice of jurisdiction and such or other rights, that by their very nature subsist and continue beyond termination of this Agreement shall survive termination of this Agreement and shall accrue to the benefit of Company.  
   
   
9. Any initiation of proceedings against a Customer of bankruptcy, insolvency or winding up or for the appointment of an assignee or equivalent for the benefit of creditors or of a receiver pursuant to such bankruptcy, insolvency or winding up or in case of final orders against Company to this effect, shall result in automatic termination of this Agreement. 

By using this Platform, Website or Kappa, you do not create any relationship with the Company except as a licensee. There is no  partnership or joint venture and the relationship between Company and user is solely that of an independent contractor and neither Party shall claim any right to represent the other or claims any relationship, as a partnership, joint venture or other legal association. User and in particular Customers and their Named Users shall not claim or be entitled to any of the benefits provided by the other Party to its employees, including, but not limited to, workers’ compensation or insurance, unemployment insurance, and health retirement and welfare benefits. The personnel and representatives shall remain the personnel and representatives of each Party while being engaged on the Platform of Company.

1. Hyperstate extends no warranties, guarantees or representations with respect to any third party services. You are bound by the terms of such third party service provides including the cloud services hosting the Platform or wireless carrier or a mobile platform provider. 
   
   
2. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties and you will be bound by those. Hyperstate shall not bear any liability for your breach of such third party services or terms for availing the same. 
   

We are available only through electronic means of communication. If you have any grievance please write to us on legal@kappax.io. Only those communications explicitly acknowledged by the Company (manually and not through any automated process) shall be deemed to have been received by us. We will take best efforts to respond to your grievances within thirty (30) days unless otherwise stipulated under extant laws. Absence of a response shall not be deemed to be an admission of any of the allegations or contentions in your communication. Unless explicitly admitted, Company shall stand by the above general denial of the truth or correctness of your claims.

Hyperstate shall have the right but not the obligation to make any changes to its Platform, Website, Kappa, Kappa Interactive Experience and also to the terms of this Agreement, Hyperstate policies, and the Privacy Policy, at any time. You will be subject to and be bound by and shall comply with such amended terms including revisions to these terms of usage, Privacy Policy or other conditions of use, as may be in force. If you do not wish to comply with such modified terms, you are called upon to immediately cease usage of the Platform, Website, Kappa or such or other components of the Platform. 

If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

These conditions are governed by and construed in accordance with the laws of India. You agree, as we do, to submit to the exclusive jurisdiction of the courts at Pune. 

1. Invalidity or unenforceability of any provision of this Agreement shall not in any way affect, impair or render unenforceable this Agreement or any other provision contained herein, which shall remain in full force and effect.
   
   
2. If any of these conditions of Hyperstate are deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

All terms that by their very nature including of IPR, protections thereto, licenses granted herein to Company, indemnities of Parties, dispute resolution and such or other terms that by their very nature continue to be applicable, shall survive termination of this Agreement.

1. This Agreement shall bind and inure to the benefit of the Company and its successors and permitted assigns.
   
2. You shall not be entitled to and will however not assign or transfer any rights or obligations herein to any third party. 

• “Affiliate” of any Party means with respect to a person or entity, any other person directly or indirectly Controlling, Controlled by, or under direct, indirect or common Control with, such Person. “Control”, “Controlled” or “Controlling” shall mean, with respect to any Person, any circumstance in which such Person is controlled by any Person by virtue of the latter Person controlling the composition of the board of directors or managers or owning a controlling percentage of the voting securities or interests of such Person or otherwise;
  
  
• “Anonymized Data” means data, where all identifying elements of personal data have been eliminated irreversibly and anonymized, such that no part of  the anonymized data can be reversed to reveal personal data or information of an individual . No element is left in such information which could, by exercising reasonable effort, serve to re-identify the person(s) concerned.
  
  
• “Confidential Information” shall mean all information from either party (“Disclosing Party”) to the other (“Receiving Party”), marked or otherwise identified in writing or affirmed as such in writing, by the Disclosing Party to the Receiving Party, as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential which would include but not be limited to documents, agreements, technical data, software, business information, plans, drawings, writings, samples, experience, know-how, trade secrets and other information or materials which is in writing or by way of readable media, directly or indirectly and in whatever form disclosed to the Receiving Party or their respective representatives by the Disclosing Party.
  
  
• “Engagement” or “End – User Engagement” means the access, viewing and / or use by an End User of the Customer’s Kappa Interactive Experience, hosted on the Platform within a Customer Account.
  
  
• “Proprietary Information” means the proprietary information of Company including data, source codes or object codes, trade and service marks, patents, copyrights, design rights and other proprietary rights or IPR, as applicable under Indian laws. 
  
  
• “Software” means and includes all software (including source and object codes), Artificial Intelligence (including machine learning, deep learning and such or other tools) and such or other technology solutions and architecture forming part of Kappa Product and any modifications or upgrades thereto and including all components therein that enable creation of the Kappa Interactive Experience and also the functioning of the Platform and all derivatives thereto including any Artificial Intelligence based learnings or analytics and includes all software including source and object codes, belonging to, developed by or for or licensed to Company and includes any modifications, amendments or upgrades made thereto. 
  
  
• “Territory” means the territory within which or from which the Customer to access Kappa Interactive Experience or the customer may disseminate their Kappa Product.
  
  
• “Third – Party Service Provider/s refers to any third parties engaged by Company including for providing computer systems and / or the cloud service for hosting the Platform including Kappa within it or software or such or other additional services required for exercise of rights under this License and may include, as applicable the Affiliates of the Company, which may be engaged for providing services. 
  
  
• “Third Party Service Agreement” means and refers to the agreement/s of Company with third - party Service Providers, for availing of services for facilitating the Platform or Kappa or Kappa Interactive Experience, including those with the Platform hosting or Cloud service.

1. Recitals, Annexures and / or Schedules to this Agreement shall form part of the Agreement and shall be binding on Parties.
2. Any reference to a Recital, Clause, Annexure or Schedule is to the relevant Recital, Clause or Schedule of or to this Agreement and any reference to a sub-clause or paragraph is to the relevant sub-clause or paragraph of the Clause or Schedule in which it appears;
3. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
4. Use of the singular includes the plural and vice versa;
5. Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts;
6. Any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
7. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or succeeding those terms.

By clicking your consent hereunder you are agreeing to and shall be bound by the terms of usage of the Platform, Website, Kappa, Software and such or other components withing the Platform