# Terms of Service

This Agreement consists of the following terms and conditions (**“Terms”**).&#x20;

### **Agreement** &#x20;

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE SERVICES OR ANY OTHER PRODUCTS OR SERVICES THAT HAVE LINKED TO THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SOFTWARE SERVICES OR RELATED PRODUCTS OR SERVICES.

### **Acceptance**&#x20;

You must be of legal age to enter into a binding agreement in order to accept the Terms and are not barred from using the Services under applicable law. If you do not agree to the Terms, or barred from using the Services under applicable law, do not use any of our Services. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using our Services.

### **Software Services**

We provide a bouquet of services (**"Software Services" or "Services"**) for digital identity verification, authentication, customer onboarding and fraud prevention including but not limited to text recognition (OCR), face recognition, face attendance, aadhaar offline, aadhaar masking, Aadhaar eSign, ID verification (including verification of Aadhaar, PAN, VID, DL, Bank Account and GST), video verification, fraud prevention, visitor management, subscription fraud prevention, identity fraud prevention, IRSF fraud prevention and all enhancements, features, and updates, maintenance, and improvements thereto. By using the Services, you agree to input your data and information through the Software. We will use your information in accordance with our Privacy Policy.

### **Trial Services**

We may offer certain Services on a Trial or Beta (**"Beta Services" or “Trial Services”**) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of such Trial Services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Trial Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta or Trial Services with or without notice to you. You agree that FRSLABS will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason. You agree that all Trial services should be used for non-commercial, internal testing and evaluation purposes only.

### **Sandbox Services**

We may offer certain Services as part of Sandbox (**"Sandbox Services" or “Preprod Services”**) for the purpose of testing and integrating the services into your applications prior to migrating to production services. You expressly agree that you will not use the Sandbox Services for any commercial or revenue earning activity. You agree that we have the sole authority and discretion to determine the period of time offered for Sandbox Services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Sandbox Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Sandbox Services with or without notice to you. You agree that FRSLABS will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Sandbox Services for any reason.

### **Account Creation**

You will have to create an account (“**Account**”) by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services, we recommend that you appoint an Organisation Administrator to create other users with suitable access rights to use the Software Services. We request that you use only your corporate email address for such Account creation.&#x20;

### **Account Information**

It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if FRSLABS has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, FRSLABS may terminate your user account and refuse current or future use of any or all of the Services.&#x20;

### **Organisation Accounts**

When you sign up for an account for your organization you may specify one or more Administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that FRSLABS is not responsible for account administration and internal management of the Services for you. You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to [s](mailto:legal@zohocorp.com)<upport@frslabs.com>, provided that the process is acceptable to FRSLABS. In the absence of any specified administrator account recovery process, FRSLABS may provide control of an administrator account to an individual providing proof satisfactory to FRSLABS demonstrating authorisation to act on behalf of the organization. You agree not to hold FRSLABS liable for the consequences of any action taken by FRSLABS in good faith in this regard.

### Fees and Payments **for** Subscriptions

Certain Services are available under pre-paid subscription plans of various durations. Payments for pre-paid subscription plans are made in advance through our payment gateway partners with a range of payment methods. If you are on an automatic renewal, your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the payment method last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different payment method. If you do not wish to renew the subscription, you must inform us at least thirty days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized FRSLABS to charge the subscription fee to the payment method last used by you. From time to time, we may change the price of any Service. Any increase in charges will not apply until the expiry of your then current billing cycle.

### No Refunds

Our pre-paid Subscription Services are billed in advance for the chosen plan and is **non refundable**. Therefore, we request you to opt for the subscription once you are fully satisfied with the Services. If you are dissatisfied at anytime during your first seven days of using our Service, please contact us on <support@frslabs.com>. We will do our best to address your issue, provide a work around or give a timeline for a solution that will meet your needs.

### Spamming and Illegal Activities

You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, insulting, harassing, libelous, invasive of another's privacy (including bodily privacy), abusive, threatening, harmful, vulgar, pornographic, paedophilic, harmful to children, obscene, racially or ethnically objectionable, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "spam", “phishing” or unsolicited distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

### Inactive User Accounts Policy

We reserve the right to terminate unpaid, sandbox or trial user accounts that are inactive for a continuous period of 90 days. In the event of such termination, all data associated with such user account will be deleted. For paid services, we will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active.

### **Privacy Policy**

Personal information you provide to FRSLABS through the Services is governed by FRSLABS [Privacy Policy](https://app.gitbook.com/@docs-frslabs/s/frslabs/privacy-policy). Your election to use the Service indicates your acceptance of the terms of the FRSLABS [Privacy Policy](https://app.gitbook.com/@docs-frslabs/s/frslabs/privacy-policy). You agree that you won’t disclose your Account details and password to anyone, and you’ll notify us immediately of any unauthorised use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.&#x20;

### **Content Ownership**

For purposes of these Terms:  **“Content”** means text, graphics, images, audio, video, works of authorship of any kind and information or other materials that are generated, published, posted, or otherwise made available through the Services. FRSLABS and its licensors exclusively own all right, title and interest in and to the Services including all associated intellectual property rights. You acknowledge that the Services and their Content are protected by copyright, trademark, and other laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services and their Content. Subject to your compliance with these Terms, FRSLABS grants to you a limited, non-exclusive, non-transferable, revocable license, with no right to sub-license, to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

### **General Restrictions**

**You agree not to do any of the following:** (a) Use, display, mirror or frame the Services or any individual element within the Services, FRSLABS name, any FRSLABS's trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without FRSLABS's express written consent; (b) Access, tamper with, or use non-public and proprietary areas of the Services, FRSLABS's computer systems, or the technical delivery systems of FRSLABS's providers; (c) Attempt to probe, scan or test the vulnerability of any FRSLABS system or network or breach any security or authentication measures; (d) Avoid, bypass, remove, deactivate, impair, de-scramble or otherwise circumvent any technological measure implemented by FRSLABS or any of FRSLABS's providers or any other third party (including another user) to protect the Site or its Content; (e) Use any meta tags or other hidden text or metadata utilising a FRSLABS trademark, logo URL or product name without FRSLABS's express written consent; (f) Use the Services, their Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; (g) Forge any packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information; (h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; (i) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; (j) Violate any applicable law or regulation; or (k) Encourage or enable any other individual to do any of the foregoing.

Although we are not obligated to monitor access to or use of the Services we have the right to do so to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

### **Warranty Disclaimers**&#x20;

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. FRSLABS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FRSLABS MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM FRSLABS, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

### **Indemnification**

You agree to indemnify and hold harmless FRSLABS, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorised by FRSLABS.

### **Limitation of Liability**

YOU EXPRESSLY AGREE THAT FRSLABS NOR ANY OTHER PARTY INVOLVED IN CREATING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FRSLABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.&#x20;

### Dispute Resolution

Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by arbitration in accordance with the Rules of Arbitration of the Indian Council of Arbitration and the award made in pursuance thereof shall be binding on the parties.

If a dispute arises out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, the parties agree to seek an amicable settlement of that dispute by conciliation under the ICA Rules of Conciliation. The authority to appoint the conciliator/conciliators shall be the Indian Council of Arbitration. The Indian Council of Arbitration will provide administrative service in accordance with the ICA Rules of Conciliation.

The arbitration shall be conducted in English and in Bangalore and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, FRSLABS may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

### **Suspension and Termination**

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to [s](mailto:legal@zohocorp.com)<upport@frslabs.com> within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if FRSLABS breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

### **General Terms**

**Entire Agreement.** These Terms, together with any other document referenced or incorporated herein by reference, constitute the entire and exclusive understanding and agreement between FRSLABS and you regarding the Site and its Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between FRSLABS and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without FRSLABS's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. FRSLABS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assignees.

**Notices.** Any notices or other communications provided by FRSLABS under these Terms, including those regarding modifications to these Terms, will be given via email to <legal@frslabs.com>. For notices made by email, the date of acknowledgement will be deemed the date on which such notice is received.

**Waivers.** FRSLABS's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of FRSLABS. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

### **Modifications**

We may make changes to the Services and update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms, or through other communications such as email, for material changes. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms.
