Terms of Service | Diwo Learning Suite

Bablr Albireo Solution Terms & Conditions (ToS)

Updated 15th May 2023

Please read the following important terms and conditions before you start using our Albireo Solution (Defined below) under any arrangements paid or free, and check that they contain everything you want and nothing that you are not willing to agree to. These terms and conditions apply to all entities buying and/or using Albireo solution in full or part.

Definitions

“Albireo Solution” or “Bablr Albireo Solution” or “Albireo” or “Solution” or “Product” or “Platform” or “Albireo Platform” or “Albireo Applications” or “Service” shall mean and include the following as one, some or all of:

Drip Application that includes but is not limited to- Drip Software Application in all its versions such as cloud hosted, installable, mobile apps etc., and its versions in which a Business User (defined below) has changed its name using the white labelling option offered by us.
Diwo Application that includes but is not limited to – Diwo Software Application in all its versions such as cloud hosted, installable, mobile apps etc., and its versions in which a Business User (defined below) has changed its name using the white labelling option offered by us.

Content that includes but is not limited to any information in the forms such as text, images, videos, graphics displayed on any of above mentioned applications, and/or tutorials and/or websites, and/or marketing materials, and/or third party apps linked to above mentioned applications, and/or product demonstrations, and/or social media pages, and/or on any offline venues such as print, and/or other informational media etc.

Services provided by us that include but is not limited to customer service, online purchase facility, progress measurement, consulting, training, live sessions (online or face to face), pre-recorded sessions or any other related activity carried out in any other form in relation to the above mentioned applications or content.

Business shall mean an organization or group, including but not limited to a commercial entity, government entity, non-profit organization, or educational institution.

User shall mean any entity – individual or organization, coming in contact with Albireo Solution in any form such as but not limited to browsing Albireo Solution Website or Applications, registering as Albireo Solution User, Using Albireo Solution to share content with another user/s etc.

Business User shall mean a “Business” that has become a User of Albireo Solution via its representative/s, or a “Person” who has received Albireo Solution usage entitlement (defined as the right to use, access, or consume) as its representative of a “Business”.

Third Party User shall mean a user who has been nominated by a Business User, to use Albireo Solution. Such a nomination of a Third Party User by a Business User may be done by uploading registration information of such a user to Albireo Solution, or by inviting such a user via mechanisms such as but not limited to QR code or web link, to use Albireo Solution, or by sending content to such a user via any other third party applications such as but not limited to WhatsApp.

Solution Partner shall mean individually and collectively a Special Category “Business” and/or a special category of “Business User”, appointed by us to recommend, and/or promote, and/or sell on commission, and/or buy from us and then sell to another Business or Business User licenses or any other form of entitlement to use Albireo Solution, in full or in part, on a stand alone basis, or along with other services.

The following clauses of these Terms and Conditions (ToS) constitute as applicable,

An agreement between Bablr Ltd, a company registered in England and Wales (“Bablr” “We” “Us” in all grammatical forms) which is the operator of the Albireo Solution in the United Kingdom and other parts of the world except India, and Users in the United Kingdom and in other parts of the world except in India

Or as applicable,

An agreement between Neosap India Private Ltd, a company registered in India (“Bablr” “We” “Us” in all grammatical forms) which is the operator of the Albireo Solution in India and Users (“You” in all grammatical forms) in India.

1. Use by Third Party Users

1.1. Your browsing and/or registration on Albireo Solution implies your unconditional acceptance of these ToS and the Privacy Policy which is incorporated herein by reference which will be final and binding. If you disagree with these ToS and the Privacy Policy, please do not access or use Albireo Solution.

1.2. We do not offer Albireo Solution directly to Third Party Users. If you are a Third Party User of Albireo Solution, you are either directly registered by, or are invited to self register by a Business User who has made an arrangement with us to use Albireo Solution. In both the above mentioned cases, and any other possible scenario, the concerned Business User is required to have a legal basis to collect and share with us for further processing, your data, and/or use Albireo Platform to share content with you. If this is not the case, you can refer to our Privacy Policy which provides ways in which you can request us to delete your account and/or personal data.

1.3. We are not responsible in any manner for the content that you receive on/from Albireo Platform. If you have received any objectionable content, sole remedy is to stop viewing it. You may report the same to us using our privacy contacts and we shall initiate a remedial action with the Business User responsible for sending the aforesaid content to you.

1.4. To know about how we collect, use, share, or otherwise process information about you and your use of our Albireo Solution, please see our Privacy Policy.

1.5. When you are using Albireo solution in any form, it may download automatically, some content onto your computer or device. Please check the size of these downloads carefully as using too much data might mean that you exceed your data limit and you could face paying more than you were expecting, particularly if you are using your mobile phone abroad. We are not responsible for any data or device usage by you. By agreeing to these ToS, you use Albireo Solution at your own will and risk.

1.6. Other clauses of these ToS may also apply to you. Please read the entire document carefully.

2. Use by Business Users

2.1. Your browsing and/or registration on the platform implies your unconditional acceptance of these ToS and the Privacy Policy which is incorporated herein by reference which will be final and binding. If you disagree with these ToS and the Privacy Policy, please do not access or use this Platform.

2.2. All the Business Users of the Albireo Solution must be eighteen years or older. By adding any Third Party Users to the Albireo platform either via the admin interface, or by using a link or QR code or any other mechanism, Business Users confirm that they have the necessary legal basis (including but not limited to receipt of explicit permissions from such Users) to collect and store personal data of such users and in turn provide such personal data to Bablr for processing, and that they are complying with the age and all other qualifications as required by the laws of the relevant jurisdiction.

2.3. Albireo Solution is a business to business offering from Bablr that can be used by any Business or Business Users to share educational or other type of content with various target audiences including but not limited to their employees and customers. Albireo Platform includes features such as ability to automate and share based on a predefined schedule, educational or other kind of content with Third Party Users and capture their feedback. It also includes facility to create and distribute digital workbooks for learners and students. Albireo Solution is made available to its Business Users in full or part on commercial terms.

2.4. A Business User is responsible to verify that the use of this solution is for lawful purposes only. Any Business User who uses the Albireo solution shall access it entirely at their own risk and remain responsible for the compliance with the laws of their jurisdiction. It is clarified that Bablr makes no claim that the contents on the Platform, are appropriate, accurate, reliable, or updated, suitable or complete or may be downloaded in a particular jurisdiction and your use of the solution shall be at all times be solely at your discretion and risk. You indemnify Bablr at all times against any unlawful use by you. In addition to the provisions relating to the absence of liability of Bablr, the indemnity from the Business User to Bablr on the use of the Platform for lawful purposes and in compliance with the laws of their jurisdiction shall survive the expiration or termination of these ToS for any reason whatsoever.

2.5. Bablr offers Albireo Solution “as is” and without warranties. Bablr and Albireo Solution would serve you to the best of our abilities. Bablr accepts no responsibility for any medical, legal or financial consequences or implications arising out of the use of the Albireo Solution. Bablr disclaims any warranties expressed or implied connected with use of the Albireo Solution including its quality, availability or accuracy. Everything is provided on an “as is” basis.

2.6. Bablr reserves the right to modify or discontinue all or any portion of Albireo Solution at any time (this includes - by limiting or discontinuing certain features of the solution to some or all users), temporarily or permanently without any notice to you. Bablr will have no liability for any change to the Albireo Solution including any “paid-for” functionalities, or any suspension or termination of your access or use of it, or any lost or deleted Content. In many such cases, the licensing fee or commercial charges may not be refundable to you. You should retain copies of all the Content that you add to or upload to Platform so that you have within your control the permanent copies of your content, in the event Albireo Platform is modified in such a way that you lose access to this Content.

2.7. Bablr reserves the right to unilaterally change, as may be required from time to time, these ToS without notice. We will advise you to read the ToS for regular changes each time you visit the Albireo Platform or use any of its services. Bablr reserves the right of deleting any account or information contained on Platform without notice for any reason whatsoever.

2.8. Our solution may be accessible worldwide, but this does not mean all related services and features are available in your country or that user-generated content available via the platform is legal or available in your country. Access to certain features or content in certain countries may be blocked by us or governments or other authorities. It is your responsibility to make sure your use of our platform is legal or available where you use it. Albireo Solution is not available in all languages.

2.9. When you are using Albireo Solution, it may download automatically some content onto your computer or device. Please check the size of these downloads carefully as using too much data might mean that you exceed your data limit and you could face paying more than you were expecting, particularly if you are using your mobile phone abroad. We are not responsible for any data or device usage by you. By agreeing to these ToS, you agree to use Albireo Solution at your own will and risk.

3. Commercial Terms for Business Users

3.1. Albireo Solution is currently sold on customised commercial terms. In some cases, such commercial terms may be signed off between our Solution Partners and Other Business Users. Bablr takes no responsibility to fulfil the contractual obligations of any Commercial Terms or Service Level Agreements not agreed directly between Bablr and Business Users. In the absence of any written and specific Commercial Terms and/or Service Level Agreements signed directly between Bablr and a Business User, or between Bablr and a Solution Partner, relevant clauses of these ToS shall govern the service delivery levels of Bablr to such a Business User or Such a Solution Partner.

4. Business User Content & Data

4.1. You at all times are solely responsible to acquire the rights or permissions to use - the content, assets that you upload or store or deploy on Albireo Platform and the derivative content that you create using Albireo Solution.

4.2. You at all times are solely responsible to ensure the appropriateness in all respects and legal worthiness of the content you distribute on or using Albireo Platform.

4.3. You at all times are solely responsible to moderate, govern, ensure legal or ethical worthiness and if necessary remove all content generated by or uploaded by Third Party Users registered under your Albireo Account or invited by you to use Albireo Solution.

4.4. We provide limited disc space quota for storing of your content on our servers and limited data transfer per month to Users associated with your account. It is your responsibility to not exceed the allotted disc storage or data transfer agreed as part of your commercial terms. If you fail to do so, you may incur disruption in service or additional charges.

4.5. Bablr does not provide content or data archiving service. We only agree that we will not intentionally delete any data or content from your disc storage prior to termination of your applicable licensing terms and expressly disclaim all other obligations with respect to storage. You are responsible for all your content and data.

4.6. You are requested at all times to maintain separate copies of your content and data outside our servers. In a rare event of a technical malfunction, we expressly disclaim our obligations to recover or compensate for any content assets, or their derivatives created using Albireo Solution, stored on Albireo Platform.

4.7. All the content derivatives that you create using authoring tools provided as part of Albireo Solution shall be exclusively used on Albireo Platform itself. Such content items or assets may not be allowed to be exported or downloaded by you.

4.8. All the content shared by you with Third Party Users shall be available in public domain. We have no provision to control the use of such content. We expressly disclaim all our obligations with respect to confidentiality of such content.

4.9. We use several third party solutions and services such as but not limited to “video hosting” or “Emailing”. While working with such service providers, we may handover your content and data to these service providers. In such cases, your content & data and resultant usage will be subject to given service provider’s terms and conditions and usage restrictions which may include you having limited or restricted options to recover your data while using and when we stop using the service provider in question. We will exercise a reasonable judgement to select service providers and in making our decisions of transitioning from one service provider to another. We expressly disclaim all our obligations to control, manage or be responsible for your content and data handed over to such service providers.

4.10. As between you and Bablr, you retain all rights and ownership of your Content. We do not claim any ownership rights to your Content. However, you hereby irrevocably provide us a permission at all times to access all your Content without your permission in order to meet our service delivery obligations to you, or to handle data subject requests from third party users, or to monitor and improve our services, or to meet the demands of regulatory authorities or government, or to fulfil any other reasonable need of our business.

4.11. All Personal data collected by you and stored on Albireo Platform will be subject to Data Processing Agreement which is incorporated here by reference and will final and binding.

4.12. You indemnify Bablr against any claims arising out of breaches by you such as but not limited to data protection laws, copyright laws, intellectual property laws etc.

5. Business User Licensing

5.1. Subject to your compliance with the ToS and the applicable laws, we hereby grant you a non-exclusive, limited, revocable right for you to install and/or access and/or use Bablr Albireo Solution that we make available to you, and that you license from us.

5.2. Each license is to be used by limited number of people and shall be limited in scope as defined by the customized Commercial Terms and/or SLA that you sign with us. At the end of your license term, your license(s) will expire as set forth in your Commercial Terms. If and when you choose to renew your licenses, the version(s) of Albireo Solution available at your renewal date may be different from the version(s) available when you first licensed them from Bablr. You agree that your decision to use, access, or license Albireo Solution is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

5.3. In case, your Commercial Terms and/or SLA signed with us require us to host Bablr Albireo Software source code and/or application files on your servers, the terms of licensing will remain same as Clause 5.1 above. Under no circumstances, you will have the legal right without our explicit written permission to copy, or to store elsewhere, or to sublicense, or to handover the above mentioned source code, or the application files, to any entity.

5.4. We may offer free licenses, offers, or trials at our sole discretion. If access to our platform is provided to you for free or for trial purposes, such access is also governed by these ToS. Bablr may in its sole discretion terminate your access during the free or trial period without prior notice and without any liability to you. After the free or trial access period expires, you may continue using the platform only by purchasing a paid license if available, or as otherwise permitted by Bablr including an option where you may automatically be charged for a paid license at the end of the trail period. During the free or trial period, no express or implied warranties shall apply to Albireo Solution or any other services offered by us.

5.5. All Albireo Solution Licenses are assigned without exception for a limited use of the solution in terms of parameters such as but not limited to Storage Capacity, Bandwidth Usage, Data Transfer, Number of Learners or Third Party Users, Number of Drips or Workbooks etc. Bablr reserves the right to restrict the use of the solution on any reasonable grounds such as but not limited to - if the costs incurred by Bablr to facilitate your usage of the Solution exceed the licensing fee paid by you. All licenses are assigned by us on a fair use basis.

6. User Accounts on Albireo Platform

6.1. You as Business User or Solution Partner are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. You may not (A) share your account information (except with an authorized account administrator), whether intentionally or unintentionally; or (B) use another person’s account. Your account administrator may use your account information to manage your use and access to the platform. Albireo Platform has default rules for granting levels of access and making features available to different types of Users. By agreeing to these ToS you confirm your acceptance of these access rules. On reasonable request basis on at our discretion, we carry out changes to these rules based on the suggestions from our users.

6.2. You are responsible for taking reasonable steps to maintain the security and control of your Albireo Solution account. Bablr may require you to enable multi-factor authentication and request you to provide a mobile phone number or an alternate email for security purposes. Bablr assumes no responsibility for any loss that you may sustain due to a compromise of your account login credentials, or your failure to follow or act on any notices or alerts that we may send to your email address or mobile number. You are responsible for keeping your email address and mobile number updated within your Albireo Solution account records in order to receive any notices or alerts that we may send you, and you are also responsible for carefully reviewing any messages purporting to be from Bablr to ensure they are legitimate. We assume no responsibility if you are unable to access your account because you cannot provide the appropriate login credentials such as a password, email address, or mobile number. If you suspect that your Albireo Account or any of your security details have been compromised, please contact your account administrator or Customer Support immediately.

7. Prohibited Activities

7.1. Any User of Albireo Solution shall not use any computer resource or communication device to host, display, upload, modify, publish, transmit, update or share any information on Albireo Platform or in connection with Platform on another web resource that –

belongs to another person and to which the Platform User does not have any right to;
is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
harms minors in any way;
infringes any patent, trademark, copyright or other proprietary rights;
violates any law for the time being in force;
deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
impersonates another person;
contains software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer resource;

7.2. Business User is solely responsible to acquire Third Party User’s permissions to share content with them using Albireo Solution. Our offer for use of Albireo Solution under these ToS is on fair use basis. Any spamming or any other objectionable behaviour by Business User may result in blocking of our services but that will not terminate this agreement.

7.3. If Business Users post content that they do not own rights to and if such content infringes a copyright and if such content is made public online, we reserve the right to remove such content.

8. Copyright Content/Trademark of Bablr

8.1. Bablr and its associates shall have the sole ownership and copyright under the UK Copyright, Designs and Patents Act 1988 (as amended) and any other applicable copyright laws globally, database rights, legal rights, moral rights, on its content, designs, know-how, business names, domain names, trade secret, software, and/or any enhancements, improvements, modification, customization thereof of any or all intellectual property rights and derivative works. Any Users of Albireo Solution shall not decompile, disassemble, reverse engineer or otherwise modify any software or other product, system or process disclosed to it under on the Platform.

9. Responsibilities of Bablr

9.1. Bablr shall be solely responsible for assuring it has the valid licenses, registration with concerned statutory authorities and are statutory compliant. Breach of any of the above condition shall make Bablr solely liable for legal actions or other consequences arising therefrom.

9.2. Bablr or its owners, managers, directors, employees, agents, partners, advertisers or affiliates will not be liable for any loss, damage, injury caused to a Business User, Third Party User or Solution Partner arising out of use of the Albireo Platform, content or related services including any legal actions.

9.3. Any information on the Platform relating to listing, name, content, material of any professional or firm found on this platform does not constitute any endorsement or recommendations by Bablr. The Platform takes no responsibility of the authenticity and/or the accuracy of the information on the Platform provided by and about third parties.

9.4. In no event shall Bablr be liable to the Business User or Solution Partner or Third Party User for any special, indirect, exemplary or consequential damages arising out use of Albireo Solution or any third-party claims.

10. Warranty and Indemnification Obligations of Business Users

10.1. As a Business User of Albireo Platform, you warrant that

You have adequate understanding of the features and limitations of the platform.
You have understanding of data privacy laws, information regulation and the legal framework that will govern your use of Albireo Platform in your jurisdiction/s.
You understand that you are solely responsible for anything you post on the platform.
Your sole and exclusive remedy for dissatisfaction with any of Bablr offerings is to stop using the offering and/or Platform and/or its services and/or materials.

10.2. As a Business User you agree to defend, indemnify, and hold Bablr, its owners, its officers, directors, employees, agents, licensors, and suppliers, successors, assigns fully harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these ToS or any claims based upon your posts/submissions on the Platform.

10.3. The defaulting Business Users and Third Party Users shall indemnify and agree to keep Bablr and its subsidiaries and affiliates, and its and their directors, officers, employees, successors and assigns, fully harmless against any complaints, suits, actions, claims, losses, damages, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs of Bablr), awards, and/or expenses however arising directly or indirectly from the Business User and/or Third Party Users arising in connection with use of Albireo Solution or its quality, performance or legalities including allegations of wrong delivery, misdelivery or defective, delayed or deficient delivery of Albireo Solution, loss of data, system crash or otherwise, and copyright infringement or other intellectual property violations raised by third parties or other users.

10.4. In the event that Bablr is entitled to be indemnified, pursuant to the provisions of this Agreement, Bablr shall be entitled to such extent debit the indemnification amount from the due payments to the indemnifier. The indemnities under this Article are in addition to and without prejudice to the indemnities given elsewhere in this agreement/ToS and all the indemnities provided herein shall survive the termination of this agreement/ToS.

11. Disclaimers of warranties

11.1. Bablr shall not be under an obligation to indemnify any Business User or Third Party User for non-delivery, misdelivery or defective, delayed or deficient delivery of services through the Albireo Platform, and will not be liable to pay any damages, direct or indirect, personal or professional, or consequential damages for loss of revenue, loss of business, loss of data, system crash, faulty operation, malware attacks or slow transmission of the telephone line or web servers or email servers or hardware or software involved in the conduct of the Platform technical disruptions, unavailability of Platform or its Online Services, delay, failure, interruption, alteration or damage of any data or other information transmitted or posted in connection with use of the Albireo Solution. That the Albireo Solution is not guaranteed to be error-free or bug-free. We provide no warranty regarding the security, reliability, timeliness, or performance of the Solution or its accuracy, suitability or completeness or timeliness, accuracy of Content provided on or through the use of the Platform.

11.2. Albireo Solution is provided on an “as is” basis. Bablr, its owners, its licensors, and its suppliers to the fullest extent permitted by applicable laws, disclaim all warranties, express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose.

11.3. Bablr, its owners, directors, employees or agents, successors, assigns, affiliates, subsidiaries, parent entity mentioned or not mentioned on the Platform in any event whatsoever not be liable for any damages (including, without limitation, incidental and consequential damages, direct, indirect, exemplary damages, special or punitive damages, fees, fines, penalties, or liabilities, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption, including any computer virus, anticipated profits, loss of profits or revenues, loss of saving, loss of use interruption of business, loss of opportunity, and claims of customers), whether such damages occur prior or subsequent to or are alleged as a results of, the use or inability to use the solution, whether based on warranty, contract, tort, or any other legal theory or breach of any of the provisions of this agreement.

11.4. Notwithstanding the foregoing, Bablr reserves the right to discontinue the service at any time in its sole discretion and for any reason, without prejudice to your consumer rights.

12. Limitation of liability

12.1. Our total liability in any matter arising out of or related to the Terms is limited to the aggregate amount that you paid for access to the Albireo Solution during the three-month period preceding the event giving rise to the liability. Our suppliers will have no liability in any matter arising out of or related to the Terms.

12.2. These limitations and exclusions in this section (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) Bablr knew or should have known about the possibility of damages.

12.3. These ToS set forth the entire liability of Bablr as well as your exclusive remedy with respect to access and use of Albireo Solution.

13. Termination

13.1. Unless stated otherwise in the Commercial Terms and/or SLA separately signed, you may terminate your use of Albireo Platform any time. Cancellation or termination of your account does not relieve you of any obligation to pay any outstanding fees as per the agreed Commercial Terms.

13.2. Unless stated otherwise in the Commercial Terms and/or SLA separately signed, we may at any time terminate or suspend your right to use and access Albireo Solution.

13.3. Our termination of services shall be without any refund in scenarios listed below

you breach any provision of the ToS (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
you fail to make the timely payment of the pending fees for use of Albireo Platform, if any;
you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services and Software);
you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the platform);
continuing to provide platform access to you would violate any applicable law;
there has been an extended period of inactivity in your account

13.4. Our termination of service shall be with a partial refund pro-rated for your remaining period of usage in scenarios listed below. In this case, we will make reasonable efforts to notify you via the email address you provide to us, at least thirty (30) days prior to termination, with instructions on how to retrieve your Content.

we elect to discontinue the Services and Software, in whole or in part if it becomes impractical for us to continue offering Services in your region due to change of law, or other reason;
commercial Terms agreed with you provide for partial refund.

14. Effect of Termination

14.1. In case, you decide to terminate this agreement, you will be responsible to take the necessary steps to secure your content and data before the last day of your permitted use of Albireo Solution.

14.2. Upon termination by either party and after the last day or permitted use, you may lose access to all your Content and data.

15. Survival

15.1. After the expiration or termination of the ToS by you or Bablr, Albireo Solution may operate or may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and the dispute resolution provisions stated in the ToS will survive.

16. Miscellaneous

16.1. English Version : The English version of the ToS will be the version used when interpreting or construing the Terms.

16.2. Notices to Bablr : You may send notices to us at the following address:

Bablr Ltd Address: Suite 3, 42-46 Station Road, Edgware HA8 7AB, United Kingdom.

Neosap India Private Limited Address: 903, Shagun Essentia, Plot No 05, Sector 19, Ulawe, Panvel, Raigarh, Navi Mumbai - 410206, Maharashtra, India.

16.3. Notices to You : We may notify you by your email or postal mail associated with your account or other legally accepted means. It is your responsibility to keep your account information current in order to receive timely notifications.

16.4. Non-Assignment : You shall not assign or otherwise transfer the ToS or your rights and obligations under the ToS, in whole or in part, without our written consent, and any such attempt will be void. We may assign or transfer our rights under the ToS to a third party without your consent.

16.5. Severability : If any provision of the ToS is held invalid or unenforceable for any reason, the remainder of the ToS will continue in full force and effect and such provision shall be ineffective only to the extent of such invalidity or unenforceability.

16.6. No Waiver : Our failure to enforce or exercise any provision of the ToS is not a waiver of that provision.

16.7. Force Majeure : Bablr shall not be liable for any delay or non-performance in delivery caused by acts of God, unforeseeable occurrences or other force majeure events beyond the control of Bablr and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of Bablr including without limitation unavailability of any communication system, terrorist attack, war, storm, fire, flood, earthquake, epidemic or other natural disaster, explosion, acts of God, civil commotion, strikes or industrial, unauthorized access to computer data and storage device, computer crashes, breach of security and encryption, telecom network strike, breakdown or payment gateway non function due to international cable fault, bank’s withdrawal of the payment gateway with or without notice, for any reason, non-functioning of the Platform due to hacking, malware or boot attacks, sabotage or server default or server maintenance or breakdown, technical flaw, inadvertent processing delay or impossibility of the use of public or private telecommunication networks and computer networks, suspension of the Albireo Solution by infrastructure or ecosystem providers such as Apple, Google, Amazon or any other similar third party who Bablr has dependency on or other serious disruptions beyond the control of Bablr.

16.8. Confidentiality & Proprietary Information : Both Bablr and Business User agree to the definitions and terms of this clause as given below.

“Confidential Information” means non-public information that an entity in possession (Disclosing Party) designates as being confidential in writing or orally or it is third party sensitive information which is disclosed in confidence or which under the Confidential Information circumstances surrounding disclosure ought to be treated as confidential “Confidential Information”.

For perpetuity from respective disclosure under this Agreement, the entity which receives the information (Receiving Party) from the Disclosing Party shall treat as confidential all Confidential Information Provided by the Disclosing Party, including the trade secrets, proprietary information, sensitive personal information, or other sensitive information belonging to its customers, financial details, shall not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, and shall not disclose such Confidential Information to any third party except as may be necessary and required in connection with its rights and obligations under this Agreement.

Exceptions: Notwithstanding the above, neither Party shall have liability to the other with regard to any Confidential Information which was

generally known and available in the public domain at the time it was disclosed or becomes generally known an available in the public domain through no fault of the receiver.
Was known to the receiver at the time of disclosure as shown by the files of the receiver in existence at the time of disclosure.
Is disclosed with the prior written approval of the discloser
Is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided; that the receiver shall provide reasonable advance notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure.

16.9. Third Party Rights : No one other than a party to this contract has any right to enforce any term of this contract.

16.10. Dispute Resolution, Jurisdiction and Governing law : We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with our solution or services or any other matter, please contact us as soon as possible using our customer service contact. If a dispute cannot be resolved in accordance amicably or you are unhappy with the outcome, you may submit a dispute to the competent court below.

For Users in the UK and Rest of the World Except India

The laws of England and Wales apply to this contract. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

For Users in India

Mumbai, Maharashtra India jurisdiction will apply. Any disputes will be subject to the exclusive jurisdiction of the courts in Mumbai India.

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