TERMS OF USE

1.1

We are a technology platform that offers various products and solutions to facilitate schools, colleges and
universities to enhance their donor participation, alumni engagement and manage events.

1.2

This Terms of Use is an electronic record and does not require any physical, electronic or digital signatures. This Terms of Use constitutes a legal agreement between you and Almabase, Inc. (“us”, “our”, “we”, “Company,” which term shall also mean and include all our subsidiaries and group companies) with respect to your access and/ or use of our websites, www.almabase.com and all subdomains of almabase.com, our applications (hereinafter, collectively referred to as “Platform”) and/ or our Services (defined below). The Company and the User (defined below) are hereinafter collectively referred to as the “Parties” and individually as a “Party.” Further, for the purposes of this Terms of Use, the terms:

1.3

It is hereby clarified that these Terms of Use are strictly bipartite in nature; and governs the relationship between the Company and the Users only, except to the extent expressly provided under these Terms of Use and/ or the Subscription Services Agreement. It is your responsibility to update your platform policies (including your terms of use and privacy policy), wherever required, and to intimate your users regarding your arrangement with your third-party service providers and the manner in which your users’ data will be processed by your third-party service providers.

2.1

Access, use and browsing of the Platform and the use of our Services is only authorized subject to your compliance with these Terms of Use and all Applicable Law. If you do not agree to these Terms of Use, you should not use our Platform and/ or Services. These Terms of Use shall apply whenever you access or use the Platform and/ or our Services. By accessing or using our Platform and/ or our Services, you agree that you have read, understood, and agreed to be bound by the Terms of Use.

2.2

Upon your consenting to the Terms of Use and any other policies of the Company (which are incorporated by reference into this Terms of Use), and other arrangements executed with the Company, if any, the Company hereby grants you a limited, revocable, non-assignable and non-exclusive licence to access and/ or use the Platform and/ or avail our Services, and the Company will use reasonable commercial efforts to provide you the Services.

2.3

The Services available to you may vary depending on the nature of your arrangement with us. If you have subscribed to our Services, you hereby agree that (a) the license granted to you to access, and utilize the Services is granted only to you, and shall not be considered granted to any of your affiliates, group companies, sister concerns, or any other third parties, unless otherwise agreed in writing with the Company; and (b) you will not allow any person other than the authorized users to access or use the Services.

2.4

Further, we may, in our sole determination, add, modify, or remove any of the Services, from time to time, without special notice to the Users. The Company may also provide upgrades, patches, enhancements, or fixes for the Services without additional charge (collectively, “Updates”), and such Updates will become part of the Services. Further, you understand      that the Company may cease supporting old versions or releases of our software/ Services at any time in the manner it deems fit. The Company reserves the right to vary types and quantities of add-ons, functions, features, services and/ or other products that may be offered to you by the Company at any time. Any new features, tools, products or services that are added to the Platform, and/ or the subject matter of the Services shall also be subject to the Terms of Use.

2.5

If you have subscribed to our Services, and if you instruct the Company to provide any additional function and/ or offering and/ or service not envisaged or beyond the scope of the Subscription Services Agreement (that the Company considers to be in the nature of an increase in the scope of work/ services set out in the Subscription Services Agreement), the Company shall charge an additional fee under intimation to you.

2.6

You can review the most current version of the Terms of Use at any time on the Platform. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/ or changes. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of or access to the Platform and/ or use of the Services following the posting of any changes constitutes your acceptance of those changes. Deviations from and/ or additions to these Terms of Use are only valid if agreed to explicitly by the Parties.

3.1

You represent and warrant that all the information you provide in connection with your account created with the Company, where applicable, is accurate, and it is your responsibility to ensure the accuracy of all such information, at all times.

3.2

Your account with us is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You will be responsible for all activity that occurs under your account credentials, and you agree to use best efforts to prevent unauthorized access to or use of the Services and to preserve the confidentiality of your account credentials.

3.3

If you have any reason to believe that there is any breach of secrecy with regard to your account or that your account has been accessed by a third party, you should notify us immediately vide the email id provided in Clause 12 below.

4.1

All IPR existing prior to the commencement of the Subscription Term or execution of the Subscription Services Agreement (whichever is earlier) will belong to the Party that owned such rights immediately prior to such date. Except for the rights expressly granted to other Party under the Subscription Services Agreement, each Party will retain all right, title and interest in its respective IPR.

4.2

You understand, agree and acknowledge that the Company (or its licensors) solely and exclusively owns all rights, title and interest, in relation to (a) our business, operations, algorithms, products, software, Company Content, and/ or Platform; (b) the Services and Software, the Documentation, and all improvements, enhancements or modifications thereto; (c) any software, applications, inventions or other technology developed in connection with the Software/ Services/ Documentation/ technology-support provided to you, and (d) all IPR related to any of the foregoing.  Nothing in these Terms of Use shall be construed to mean that you or any third party have any right, title or interest whatsoever in relation to the foregoing.

4.3

You further acknowledge and confirm that your use of the Services and/ or any goodwill established thereby, subject to the Subscription Services Agreement, shall inure to the sole and exclusive benefit of the Company, and this Terms of Use does not create any goodwill or other interests in the Services or our IPR in your favour.

5.1

Users are not permitted to upload, transmit, distribute or otherwise publish through the Platform or transmit to us, any content or comments which inter alia are, and/ or could be considered, to:

6.1

You agree to use the Platform only: (a) for purposes permitted by the Terms of Use (and the Subscription Services Agreement, where applicable); (b) in accordance with Applicable Law; and (c) for availing the Services. You agree not to engage in activities that may adversely affect the use of the Platform or Services by us or other Users. Further, your use of our Platform and/ or Services shall solely be for your personal and non-commercial use.

6.2

You agree not to access (or attempt to access) the Platform and/ or our Services by any means other than through the interface that is provided by us. You shall not copy, distribute, upload, publish, modify, translate, broadcast, display, sell, transmit or retransmit any Company Content or anything subject to our rights or create any derivative work and/ or content based on any content or rights which is not owned by you or interfere with, or circumvent any right(s) associated with the Company.

6.3

Further, you hereby agreed not to (and where you have subscribed to our Services, you will ensure that your Authorized Users will not): (a) use the Software and/ or Services in any manner beyond the scope of rights expressly granted to you in the Subscription Services Agreement; (b) share the subscription credentials for the Services or account related details with any third party; (c) license, sub-license, sell/ re-sell, rent, lease, transfer, distribute, assign, access, or otherwise commercially exploit the Software and/ or Services; (d) use the Software/ Services for the benefit of or on behalf of any third party, unless expressly permitted otherwise under the Subscription Services Agreement; (e) use our Services to send unsolicited mass mailings outside your organization; (f) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to our Software, Services or any documentation or data related to the Services; (g) modify, translate, or create derivative works based on our Software or Services (except to the extent expressly permitted by Company or authorized within the Services); (h) use the Software or Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; remove any proprietary notices or labels; copy, modify, duplicate, frame, mirror, republish, display, all or any portion of our Software/ Services or any technology or system used by the Company in connection with providing the Services, in any form or media or by any means; (i) remove or export from the country in which the Services are availed by you, or allow the export or re-export of the Services, our software or anything related thereto, or any product thereof in violation of any Applicable Law; (j) use our software and/ or Services to process, transmit or otherwise make available any content and/ or material that infringes or misappropriates the IPR and/ or proprietary rights of any third-party; (k) interfere with, or disrupt the integrity or performance of our software and/ or Services, or any data or content contained therein or transmitted thereby; (l) build a competing product or service using our software and/ or Services or using similar ideas, features, functions or graphics in relation to our software/ Services; (m) introduce or permit the introduction of, any virus and/ or vulnerability into the Company’s Software, Services, products, platform(s), network, or information systems.

6.4

In the event you are a subscriber/ customer of our Services, you shall (a) prevent any unauthorized access to, or use of, the Software and/ or Services and, in the event of any such unauthorized access or use, promptly notify the Company; (b) be liable for all activities conducted using the Software and/ or Services and you shall not use the Software/ Services in any way that adversely prejudices and/ or harms the Company and/ or its affiliates and their respective officers, employees, agents, partners or customers; (c) ensure that each Authorized User complies with all applicable terms and conditions of the Subscription Services Agreement and the Terms of Use of the Company. You shall disable any Authorized Users’ access to Services promptly upon termination or suspension of such Authorized User’s employment or services with you. Notwithstanding anything to the contrary, you acknowledge and agree that you shall remain fully responsible to the Company for the Authorized Users’ acts and/ or omissions in connection with the use of the Services. Further, you shall seek to report any unscheduled system downtime and any error, bug, or defect in the Services to the Company immediately upon becoming aware, or receiving notice of such system downtime, error, bug, or defect.

6.5

You understand that the Platform/ Services, may contain third-party content (including opinion and views submitted to us by other Users or third parties). We expressly disclaim any liability arising out of such third-party content. Further, if the Platform provides links to other websites, destinations (including payment gateways), you should not infer or assume that we operate and/ or control it. In such cases, you will be deemed to be governed by the terms of use and privacy policies of such third-party platforms. You agree and understand that the Company assumes no responsibilities for content on such third-party websites.

6.6

We may have integrated our Platform with third-party applications and/ or may provide you with access to third-party tools; which we neither monitor nor over which we have any control or input. You acknowledge and agree that we use such third-party applications and/ or provide access to such third-party tools 'as is' and 'as available' without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to such third-party applications or your use of such third-party tools. Any use by you of such third-party tools offered by us through the Platform or otherwise, is entirely at your own risk and discretion; and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

6.7

Furthermore, the Company currently uses third party payment processors/ services providers to process payments on its Platform. Our third-party payment processors accept payments through various options, including, net banking/ debit cards/ credit cards, as detailed on the applicable payment screen. While we are responsible (at our own costs) for providing and maintaining all necessary equipment, software and facilities to connect your platform to the software application of the third-party payment processors, we are not liable or responsible for the transactions processed between you and the third-party payment processors or for the transaction fee they may levy on you. The payments you make and all payment-related transactions will be governed by the terms and conditions of such third-party payment processors.

6.8

The User acknowledges that the effectiveness of the Services (and any other services that may provided by the Company to the Users) is contingent on active collaboration between the Parties. Accordingly, the Users hereby agree to make reasonable efforts to allocate appropriate internal resources to support the successful implementation and continued use of our services. Such resources may include, but are not limited to, designated personnel with relevant subject matter expertise or decision-making authority. Further, User responsibilities also include, as applicable, creating and managing events, setting up fundraising pages, developing and executing digital engagement programs, creating and distributing constituent communications, managing and maintaining constituent data, facilitating access to systems necessary for integration, and participating in periodic check-ins and success review meetings with the Company. The Company will provide ongoing guidance to support achievement of mutually agreed-upon objectives.

7.1

The User explicitly agrees to fully indemnify and hold harmless the Company and its employees, directors, shareholders, licensors and affiliates from and against any and all actions, claims, charges, costs, demands, damages, losses, expenses, suits, proceedings, and liabilities of whatever nature and howsoever arising (including, but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss, whether or not pecuniary), incurred or suffered by any or all of them, directly or indirectly, by reason of: (i) any breach by the User of this Terms of Use, or Privacy Policy of the Company, or any other agreement that it may have entered into with the Company (including the Subscription Services Agreement); (ii) violation of any Applicable Law by the User; or (iii) any third party claim; or any other act or omission on the part of the User. The provisions of this indemnification clause shall survive the termination of the subscription or access of the Platform in any manner.

7.2

The Company will make best efforts to maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your data/ content; however, the Company is not responsible for any of your data/ content that are delayed, lost, altered, intercepted, or stored during the transmission of any data/ content whatsoever across networks not owned and/ or operated by the Company, including, but not limited to, the internet and/ or your network.

7.3

You acknowledge that the Platform and/ or the Services is made available on an “as-is” basis. We do not guarantee, represent or warrant in any manner that your use of our Platform and/ or Services will be uninterrupted, timely, secure or error-free, or that the results that may be obtained from the use of the Platform and/ or Services will be accurate or reliable or effective in nature. You understand and accept that the reliance on the Platform and/ or Services is solely at your own judgement and risk. You should take all responsibility for your own actions in utilising the Platform and/ or Services, and we shall not be liable for any such action or consequence thereof. Further, it is your responsibility to ensure your equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable your access and use of the Platform and/ or our Services.

7.4

The Company explicitly disclaims all warranties, express or implied, (whether direct or indirect, or pecuniary or otherwise) including, without limitation the implied warranties of merchantability, completeness and fitness for a particular purpose, for any errors or omissions therein, and for any results which may be/ are obtained/ obtainable in relation to the use of the Platform and/ or our Services (including any AI-related Services), including non-infringement with respect to any Company Content. The User agrees to such disclaimer of liability, and agrees that it is reasonable.

7.5

Furthermore, our Services may include Artificial Intelligence (“AI”) enabled features. The User understands and acknowledges that AI (specifically, generative AI) is an evolving technology and the potential risks inherent to this technology may not be fully understood, and absolute safeguards may not be fully developed. The Company disclaims all liability resulting from your use of the AI Services. The Company makes no representation or warranty, express or implied, concerning the extent to which your use of the AI Services or the output of such AI Services is appropriate, permissible, lawful, correct, or otherwise suitable for you or its intended use. By using the AI Services, you assume any and all risk of any nature. For instance, the AI Services or their outputs could be deemed non-compliant or illegal by authorities, possibly leading to service interruption or legal consequences. Furthermore, the underlying AI technology may, in some cases, provide incorrect, inaccurate, or otherwise inappropriate information. If you do not agree with these assumptions of risk, you should not use the AI Services. You hereby specifically agree not to provide to the AI Services any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, or any other information considered “personal data,” “personal information,” “personally identifiable information,” or similar terms under any Applicable Law.

7.6

You further understand that when using the Platform and/ or our Services, you may be exposed to content from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety or intellectual property rights of, or relating to, such content on the Platform. The Company may, but is not obligated to, monitor or control the content. Any use or reliance on any content is at your own risk.

7.7

Each User explicitly agrees that under no circumstances shall the Company and/ or its employees, directors, shareholders, associates, licensors and/or affiliates be liable for any claims, charges, demands, damages, liabilities, losses, and expenses of whatever nature and howsoever arising, including, without limitation any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a computer or electronic virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if any/ all of them has/ have been advised of the possibility of such damages or losses, arising out of or in connection with the use of the Platform and/ or the Services, any third-party products and services viewable at/ through Platform, or any third party site including any linked site or referred site.

7.8

Subject to the aforementioned clauses, the indemnification obligations of the Company, its affiliates, shareholders, employees, agents, officers, and directors (“Company Indemnifiers”) (regardless of the form of action, whether in contract, tort, or otherwise) for any claims by the Users/ subscribers, on account of any losses, liabilities, damages or expenses, shall be limited to the subscription fee equivalent to 3 (three) months paid by such Users/ subscribers preceding to the date giving rise to the claim or liability, computed on a pro-rated basis (wherever applicable). In any event, they will need to be claimed within 30 (thirty) days of such issues arising onto the Users/ subscribers. In the event a User uses the Platform/Services without being required or obligated to pay the Company any monetary consideration or fees for availing such Services, the collective liability of the Company Indemnifiers, to any party (regardless of the form of action, whether in contract, tort, or otherwise), will not exceed USD 100 (United States Dollars One Hundred).

8.1

You represent and warrant that:

8.2

In the event you are a subscriber/ customer of our Services:

9.1

The Terms of Use will continue to apply until terminated either by you or us as set forth below. If you want to terminate the application of these Terms of Use, you may do so by not accessing/ using, or stopping to access/ use our Platform/ Services.

9.2

You hereby irrevocably understand that we reserve the right at our sole and exclusive discretion to deny/ cease your access to the Platform or Services, temporarily or permanently without liability but under intimation in writing, if:

9.3

Any such termination or restriction in access to the Platform/ Services shall be without prejudice to other rights of the Company herein or under Applicable Law (including obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances). Upon such termination, the Company shall have no liability towards such User and no further obligations under these Terms of Use.

9.4

Your obligations and liabilities incurred prior to the termination date (including any payment obligations) shall survive the termination of this Terms of Use for all purposes. Further, upon termination of this Terms of Use, we may delete any content or other materials relating to your use of the Platform and/ or the Services and we will have no liability to you or any third party for doing so.

9.5

In the event you are a subscriber/ customer of our Services, you hereby agree and acknowledge that upon expiration/ termination of the Subscription Services Agreement, (a)  your right to access and use the Software/ Services shall immediately terminate; and you shall immediately cease all use of the Software/ Services; (b) you shall destroy or return to Company and make no further use of any of the Company’s confidential information, materials, or other items (and all copies thereof) belonging to Company; and (c) Company will make all Customer Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter the Company will archive all Customer Data. The Company may, but is not obligated to, delete the stored Customer Data.

11.1

Assignment: It is agreed that the Company is entitled to assign, licence or sub-licence to any party or person either wholly or partially its benefits/rights and/or obligations under these Terms of Use/ Subscription Services Agreement and/or to assign these Terms of Use/ Subscription Services Agreement itself. The User is not entitled to transfer/ assign his/ her/ its own obligations herein or under the Subscription Services Agreement to any other party at any time, and/ or to assign these Terms of Use/ Subscription Services Agreement itself without the consent of the Company. However, notwithstanding the foregoing, the User shall be entitled to assign the Subscription Services Agreement to any group entity or its affiliate, under intimation to the Company. Further, the Company may use subcontractors, and other third-party providers in connection with the performance of its own obligations hereunder or under the Subscription Services Agreement as it deems appropriate; provided that the Company remains responsible for the performance of each such subcontractor and other third-party providers.

11.2

Force Majeure: No Party shall be liable for any failure to perform or any delays in performance, and no Party shall be deemed to be in breach or default of its obligations set forth in these Terms of Use/ Subscription Services Agreement, if, to the extent and for so long as, such failure or delay is due to any causes that are beyond its reasonable control or Force Majeure Events. You specifically agree that we shall not be under any liability whatsoever to you in the event of non-availability of the Services/ Platform or any portion thereof occasioned by any Force Majeure Event. The Party shall use commercially reasonable efforts to avoid or minimize the delay on account of Force Majeure Events. Where you are our subscriber, in the event that the delay continues for a period of at least 30 (thirty) days, the Party affected by the other Party’s delay may elect to: (i) extend the time for performance for the duration of the Force Majeure Event, or (ii) terminate the Subscription Services Agreement by giving 7 (seven) days written notice to the other Party. Notwithstanding the foregoing, no Force Majeure Event shall affect your payment obligations under the Terms of Use/ Subscription Services Agreement.

11.3

Miscellaneous: Failure by either Party to insist upon strict performance of any of the terms and conditions herein (or the Subscription Services Agreement), or delay in exercising any of its remedies, shall not constitute a waiver of such terms and conditions, or a waiver of any default, or a waiver of the right to any remedy. If any term, condition, or provision in the Terms of Use/ Subscription Services Agreement is found to be invalid, unlawful or unenforceable to any extent, it will be severed from the Terms of Use/ Subscription Services Agreement (as the case may be), and the remainder of the Terms of Use/ Subscription Services Agreement will then continue to be valid and enforceable to the fullest extent permitted by law, unaffected by the severance. The Parties hereto agree and confirm that the provisions that by their very nature are meant to survive these Terms of Use, will survive its termination, including provisions relating Company’s rights (including right to payment), undertakings and obligations of the User, representations and warranties, indemnification and disclaimers, governing law and dispute resolution and notices. These Terms of Use shall be governed exclusively by the laws of Delaware, notwithstanding the conflict of law principles. Any dispute or difference arising between the Parties to these Terms of Use shall be subject to the exclusive jurisdiction of competent courts in Delaware, to which the Parties irrevocably submit themselves. Both the Parties are independent contractors and nothing in this Terms of Use/ Subscription Services Agreement shall be construed to create a relationship of agency, employment, partnership, franchise, joint venture, or any similar relationship between the Parties.

11.4

Brand usage: The Company shall be entitled to use the name/brand name, logo, image, and/or testimonials of the Users for the limited purposes of business development and investor information. Further, we will also use them on our Platform, and in all our marketing communications and material, and you hereby consent to the same. However, if you would like to object to the Company using your name/ brand name, logo, image, and/or testimonials, please complete the form here.

11.5

Notices: Any notices, requests, demands or other communication required or permitted to be given under this Terms of Use/ Subscription Services Agreement shall be written in English and shall be delivered by email or internationally recognised courier service and properly addressed to the designated representative of each Party. Any notice, request, demand or other communication delivered to the Party to whom it is addressed as provided in this section shall be deemed to have been given and received, (i) if sent by internationally recognised courier service on the date on which it is received by the other party, as acknowledged by the courier service; and (ii) if sent by e-mail, the business day immediately after the date of transmission of the e-mail.

11.6

Conflict Resolution: In the event of conflict between this Terms of Use or the Subscription Services Agreement/ any other agreement executed between the Company and the User, the terms of the Subscription Services Agreement/ or such other agreement executed between the Company and the User will prevail and control.